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These terms and conditions, together with any amendments, schedules, attachments or exhibits (collectively the "Agreement") govern the Insertion Order Agreement between MaxNOC Communications, LLC. "Publisher", and the advertiser "Advertiser".

1.0 Publisher Obligations Publisher agrees to display Advertiser's creatives in the form of interstitials, pop-ups, and/or pop-unders to end user's on Publisher's advertising network. Publisher shall use best efforts to deliver ad impressions evenly throughout the campaign. Publisher agrees to assist Advertiser with any technical difficulties it may encounter while implementing its advertising campaign on Publisher's advertising network.

2.0 Advertiser Limitations Advertiser may not place an ActiveX pop or any interstitial, pop-up, pop-under, and/or redirect on the Publisher's advertising network which links to a product or service that requires the end user to download software of any kind, unless stated in the "Special Instructions" on page one of this Agreement attached hereto.

3.0 Integrity of Advertisements Advertiser may change the creative(s) placed on the Publisher's advertising network throughout the term of this Agreement if the new creative(s) is relevant to the Advertiser's product or service for which it originally purchased the advertising inventory from Publisher upon approval of Publisher. Publisher agrees not to modify ad HTML creatives, marketing texts, and/or any other aspect of advertisements displaying Advertiser's product or service without Advertiser's approval.

4.0 Payment Terms. Advertiser agrees to pay Publisher amount listed in the "Campaign Info" on page one of this Agreement attached hereto upon the execution of this Agreement. Once receipt of payment is received, Publisher will commence the advertising campaign according to the terms of this Agreement.

5.0 Reporting & Tracking Advertiser can view daily stats and other reporting information throughout the term of this Agreement at Targetsaver.com. All interstitial, pop-up, pop-under, click and/or impression statistics are based on Publisher's reporting system.

6.0 Term The term of this Agreement shall be set forth in the "Campaign Info" on page one of this Agreement attached hereto. In the event Publisher cannot deliver the advertising inventory requested by Advertiser, or Advertiser decides to terminate the campaign prematurely,Publisher hereby undertakes to return to Advertiser that portion of the pre-payment amount that remains undelivered at such time.

7.0 Confidentiality Both Publisher and Advertiser shall treat as proprietary and shall maintain in strict confidence, all confidential information of the other and shall not, without the express prior written consent of the other, disclose such Confidential Information or use any such Confidential Information, other than in furtherance of its obligations or rights hereunder. Confidential Information shall mean any information of Publisher or Advertiser which is, or should reasonably be understood as, confidential or proprietary to the disclosing party, including, but not limited to, any information concerning or relating to disclosing party's operations, business, and or financial statements and projections, product pricing and marketing, financial or other strategic business plans or information, disclosed to the receiving party by the disclosing party, either directly or indirectly, in writing, orally, or electronically.

8.0 Warranties PUBLISHER STATES THAT THIS SOFTWARE AND/OR SERVICE IS PROVIDED ON AN "AS-IS" BASIS WITHOUT A WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. PUBLISHER SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AS IT RELATES TO THE SOFTWARE AND/OR SERVICE PROVIDED PURSUANT TO THIS AGREEMENT.

9.0 Limitation on Damages At no time will Publisher be liable to Advertiser for any special, consequential (even if Advertiser has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses (including lost or imputed profits), costs or expenses of any kind arising out of this Agreement, whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether Advertiser has been advised of the possibility of such damages, losses, costs or expenses.

10.0 Indemnification Advertiser represents and warrants that the advertising material it provides to Publisher and any Web site linked to from such advertising material complies with all local, state, federal and foreign regulations and laws; and that the use, reproduction, distribution, or transmission, of the advertising material will not violate the rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify Publisher and to hold Publisher harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Publisher, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties.

11.0 Dispute Resolution In the event of disputes between us arising from or concerning in any manner the subject matter of this Agreement, we shall first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in California. Thereafter, if mediation cannot resolve the dispute(s), we shall submit the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. The arbitration shall be held in Los Angeles, California, and the decision reached by such arbitrator shall be entered as a judgment in any court of competent jurisdiction. The prevailing party in any dispute between the parties arising from this Agreement or other matter shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such dispute.

12.0 Miscellaneous Advertiser grants to Publisher a non-exclusive, non-transferable, limited, worldwide right and license to use Advertiser's logo and name on Publisher's Web Site for promotional purposes only. This Agreement supersedes and replaces any existing written or oral agreements between Publisher and Advertiser and may be modified only in writing signed by both parties. Any failure by Publisher to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the enforceability of the remaining provisions shall not be affected.

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