This Web Advertising Agreement (the "Agreement') is a legal agreement between Q1Media, Inc. ("Q1Media") and you ("Publisher"). YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE YOU CAN IMPLEMENT AND BEGIN USING THE AD SERVICE (DEFINED BELOW). BY DIGITALLY INITIALLING BELOW YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Q1Media contracts with third parties to display advertisements (each an "Ad", collectively, "Ads") to the public via the Internet. Q1Media will provide Publisher with services and software products that display advertisements on Publisher Site(s) (defined below), on a non-exclusive basis (the "Ad Service"). The Ad Service allows the display of Ads to a reader of online content on Publisher Site(s). The Ads have the additional function of carrying the reader to the website of an Advertiser when clicked on. Q1Media provides HTML, Javascript, IFRAME or similar codes (each an "Ad Tag") to be placed in the Publisher Site in order to call and display Ads.

1. Provision of Ad Services. Q1Media may replace or remove Ads at any time, or modify or improve the Ad Service, including without limitation, the "look and feel" of the Ad Service at its sole discretion. Publisher will place the Ad Tags only within the Publisher Site(s) in those locations on user-accessible pages with content that Q1Media, in its sole discretion, deems acceptable and that will display the complete Ad in the size and format specified by Q1Media for each Ad Tag. Publisher grants permission to Q1Media to index and cache Publisher Sites and any portion thereof, by manual or automated means, for the purpose of directing Ads to Publisher Sites. Publisher is solely responsible for ensuring the continued operation of Publisher Sites, access to the Ad Service, implementation of the Ad Tags and display of Ads. Publisher may elect, in a writing stating the reason therefor, not to allow Q1Media to place specified advertising which Publisher deems in its sole discretion, as inappropriate for the site.

2. Publisher Site Approval. Q1Media shall have no obligation to implement the Ad Service for any Publisher websites not submitted by Publisher and approved by Q1Media (approved Publisher websites are “Publisher Site(s)” or a “Publisher Site”). Publisher will not place an Ad Tag on any website other than a Publisher Site. Q1Media reserves the right to deny or revoke participation of any website as a Publisher Site at any time in its sole discretion, whether or not previously approved by Q1Media.

3. Payment.

The parties will share Net Advertising Revenue as follows:

Display Advertising: 65% to Publisher
Video Advertising: 60% to Publisher

Net Advertising Revenue is defined as Gross Revenue less commission allocations, 3rd party serving fees, agency buying fees, rich media fees, adjustments for discrepancies and default ads, costs of making payment to Publisher (e.g., wire fees, PayPal fees) and taxes, as applicable. Q1Media may from time to time inform Publisher of the number of requested impressions, the start and end dates, the geo-targeting requirements and the net CPM rate due to Publisher for a specific campaign or group of campaigns.

Q1Media will pay all amounts due to Publisher under this Agreement within sixty (60) days after the end of each calendar month for which the amounts have been recognized as billable revenue to advertisers. Unless otherwise requested by Publisher, payment will be made by check sent to the address provided by Publisher. If the amount accrued is less than $100(USD), payment will be deferred until the month in which the cumulative balance owed to Publisher exceeds $100 (USD). Accounts terminated with less than $100 (USD) accrued will forfeit the unpaid amounts.

Q1Media will deliver to Publisher, or make available via the Internet, a report which will show in reasonable detail the basis and computation of payments due to Publisher from Q1Media under this Agreement, if any, due or credited to Publisher for such monthly period.

4. Term and termination.
This Agreement will continue in full force and effect until terminated by either of the parties or by operation of law. Either party may terminate this Agreement, at any time and for any reason, by giving written notice to the other party by email, facsimile transmission, courier or overnight delivery (pursuant to the provisions of Section 12) that the party is terminating the Agreement. This Agreement shall terminate three business days after the effective time of such notice (Section 12). Upon the termination of this Agreement, Publisher shall immediately remove all ad code and Ad Tags from Publisher Site(s). All outstanding payment obligations (incurred prior to the termination) shall be satisfied in accordance with Section 3. Sections 5 through 16 shall survive the termination of the Agreement.

5. Restrictions. Publisher acknowledges that the Ad Service constitutes and embodies inventions, processes, techniques, know-how, data, computer code and other proprietary information, including trade secrets, of Q1Media and its licensors. To protect the rights of Q1Media and its licensors in the Ad Service, Publisher agrees not to disassemble, decompile or reverse engineer any elements of the Ad Service nor permit any third party to do so.

6. Ownership of Intellectual Property Rights. Q1Media and its licensors and/or advertisers (as the case may be) retain all right, title and interest in and to the Ad Tags, Ad Service and the Ads and in each element of the Ad Tags, Ad Service and Ads, including in all enhancements and improvements to them and in any derivative works based on them. The rights to retained by Q1Media and its licensors and/or advertisers include all patent rights, copyrights, trademarks, trade secrets, know-how and any other proprietary rights recognized in any country or jurisdiction in the world, including registrations, applications, renewals and extensions of such rights (collectively, "Intellectual Property Rights") therein. Publisher retains all right, title and interest in and to the Publisher Site(s).

7. Confidential Information.

7.1 Definition. "Confidential Information" of each party includes without limitation all information disclosed which is designated as confidential or would otherwise be reasonably considered confidential or proprietary under the circumstances. With respect to Q1Media, such Confidential Information includes how its provides its Ad Services, and all software, documentation, financial information, performance information, pricing information, methods, processes, techniques, designs or other technical information relating thereto. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the Agreement by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

7.2 Use and Disclosure Restrictions. Neither party will use the other party's Confidential Information except as necessary for the performance of the Agreement and will not disclose such Confidential Information to any third party. Each party will maintain the confidentiality of all such Confidential Information. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party where it is required to do so pursuant law or regulation or the order or requirement of a court, administrative agency, or other governmental body.

8. Collection of Non-Personally Identifying Data and Cookies. Publisher understands that Q1Media collects non-personally identifiable data in connection with the services it provides, including, but not limited to, non-personally identifiable information provided by users in response to an Ad. To the extent that Q1Media collects any user information and data in connection with the services it provides on Publisher Site(s), such user information and data shall be the sole and exclusive property of Q1Media and/or its advertisers.

9. Representations and Warranties. Publisher represents and warrants that: (a) it owns without restriction, or has obtained license rights, to all content, including without limitation, text, images and video, published at the Publisher Site(s) sufficient to permit Q1Media to display advertising pursuant to this Agreement; (b) Publisher Site(s) (and any content therein) do not infringe any third party Intellectual Property Rights, publicity or privacy rights and are not defamatory, vulgar, pornographic or obscene; and (c) it will not: (i) generate fraudulent, automated or otherwise invalid actions, clicks or impressions; (ii) use robots or other automated query tools or computer generated search requests or any other search engine results optimization techniques or software unless authorized by Q1Media; or (iii) authorize a third party to do any of the foregoing.

10. Indemnity. Publisher agrees to indemnify, defend and hold Q1Media and its officers, directors, employees and agents harmless from and against any third party claim, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees that arise out of or are related in any way to Publisher's use of the Ad Service.

11. Limitation of Liability. EXCEPT FOR LIABILITY ARISING OUT OF PUBLISHER'S OBLIGATIONS IN SECTION 10 (INDEMNITY), SECTION 5 (RESTRICTIONS) AND SECTION 9 (REPRESENTATIONS AND WARRANTIES), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE AD SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY ON WHICH SUCH CLAIM FOR RECOVERY IS BASED. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT WILL Q1MEDIA'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT EARNED BY PUBLISHER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM OR ACTION.

12. Notices. All notices required or permitted under this Agreement will be in writing and delivered by: (a) confirmed facsimile transmission or email with a delivery receipt, in both cases deemed given upon delivery of confirmation; (b) certified mail, deemed given five (5) days after mailing; or (c) by courier or overnight delivery services, deemed given upon receipt. All communications will be sent to a party's then-current address, email address, or facsimile number, as provided in writing to the other party.

13. Remedies. Publisher acknowledges that its breach of any confidentiality or proprietary rights provision of the Agreement may cause Q1Media irreparable damage, which monetary damages would be inadequate to remedy. Consequently, Q1Media may seek injunctive or other equitable relief to enforce this Agreement and prevent any and all acts in violation of those provisions. The exercise by either party of any remedy under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.

14. Force Majeure. Neither party will be liable by reason of any failure or delay in the performance of its obligations under the Agreement on account of events beyond the reasonable control of such party for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

15. Relationship of Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties nor give either party the power to bind the other or to incur obligations on the other's behalf. The Agreement is intended for the sole and exclusive benefit of the parties, and is not intended to benefit any third party.

16. Governing Law, Venue, and Attorneys’ Fees. All disputes arising from or relating to this Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflict of laws principles. The parties agree that any action arising out of this Agreement will be brought in the state or federal courts located in San Francisco, California and irrevocably submit to the exclusive jurisdiction of such courts. In any legal proceeding, the prevailing party shall be entitled to reasonable attorneys’ and court fees from the opposing party.

17. Modification of this Agreement. As part of the consideration for this Agreement, Publisher agrees that Q1Media may make unilateral modifications to this Agreement from time to time. When these modifications are made, Q1Media will notify Publisher of such modifications and make the new version of the Agreement available on its website. Publisher understands and agrees that it accepts the modifications by continuing to use the Ad Service for longer than seven (7) days after it has been that this Agreement has been modified. Publisher may not modify or otherwise amend this Agreement without the written consent of Q1Media.

18. Definitions. All references in this Agreement to “days” mean calendar days except where the term “business days” is used. “Business days” means all days other than weekends or federal holidays on which banks located in Austin, Texas are authorized to remain closed. If the date on which any payment is otherwise due or action must be taken falls on a day other than a business day, that payment or action shall be due or performed on the first business day after that date.

19. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement and supersedes all other prior and contemporaneous agreements and understandings, whether oral or written, with respect to that subject matter.

20. Acceptance by Publisher. By (1) checking the box below next to the statement “I agree to the terms and conditions outlined above,” (2) placing initials in the space provided and (3) pressing the “submit” button, Publisher accepts and agrees to all of the foregoing terms and conditions.