X-Web Inc Terms And Conditions.
1.A Non-Exclusivity. Subject to the terms and conditionsof this Agreement, X-Web, Inc. ("X-Web Inc") agrees to include thewebsite(s) listed above (the "Website"), as modified from time to timeby written consent of the parties, in the X-WEB INC network of publisherwebsites (the "X-Web Inc Network") and Company agrees that X-WEBINC shall have the nonexclusive right to sell and serve Advertising to theWebsite(s). As used in this Agreement, "Advertiser" means anyentity that provides Advertising for distribution on the X-WEB INC Network,including any agency or marketing company that provides Advertising on behalfif its clients, as well as any advertising network providing third party Advertising forthe X-WEB INC Network. "Advertising" means any typeof advertising, marketing or promotional materials displayed on or through the X-WEBINC Network, or any network submitted on behalf pf the "Website" , includingbut not limited to audio and video files, pre-roll videos, mid-rollvideos, post-roll videos, rich media, content, text and/or graphic files,banners, and mobile advertisements which are sold directly or indirectly by X-WEBINC.
1.B Membership. Membership in the X-WEB INC Network is subject to X-WEBINC's approval in its sole discretion. X-WEB INC may terminateCompany's membership in the X-WEB INC Network at any time upon written noticeeffective as of the date specified in such notice. Company agrees to provide X-WEBINC with prompt written notice of any changes to the content of a Website thatsubstantially alter the form or character of such website. Companyacknowledges that X-WEB INC may include a variety of businesses in the X-WEBINC Network, including businesses engaged in activities that may be similar tothose of the Company.
2.3 Review of Advertising. Company has the right to request X-WEBINC to remove Advertising that it finds reasonably unacceptable. Subjectto such right, all decisions related to the acceptance of Advertising shall be madeby X-WEB INC and Company acknowledges that X-WEB INC has no responsibility forreviewing the contents of any Advertising appearing on the Website.
3. Compensation.
3.1 Net Revenue. "Net Revenue" shall mean the amounts receivedby X-WEB INC from Advertisers for the sale of Advertising on the Website, less anyadvertising serving fees, or rich media fees, which will clearlyoutlined.
3.2 Revenue Share. X-WEB INC shall remit to Company 75% (seventy fivepercent) of Net Revenue (the "Revenue Share").
3.3 Timing of Payments. X-WEB INC shall pay Company theRevenue Share within thirty (30) days after the last day of the month in which X-WEBINC received the applicable Net Revenue from Advertiser(s). No checkwill be issued for any amount less than $100.00 U.S. Allpayments will be made in U.S. dollars ($U.S.). All unpaid earningswill rollover to the next pay period. X-WEB INC is not obligated orrequired to bring any lawsuit or engage any collection service(s) to recoverany monies owed to X-WEB INC by Advertiser(s) relating to the Advertising butmay not barter or otherwise treat collection of Revenues attributable to theCompany different from revenues attributable to any other customer. X-WEBINC does not represent, warrant, or guarantee that any payment will be made byany Advertiser, irrespective of whether the advertising revenue has beenrecognized, and X-WEB INC shall not by liable to Company, in any way, for anynon-payment by any Advertiser. If in X-WEB INC'sreasonable determination, there has been deceptive, incentivized, mechanical,computerized or other artificial means used to increase impressions, pageviews, click-throughs, or any other measure of Internet traffic at a Website ("DeceptiveActivity"), X-WEB INC reserves the right to terminate this Agreementimmediately upon written notice and Company shall forfeit all payments relatedto such Deceptive Activity. 
3.4 Traffic; Taxes. All payments shall be based ontraffic measurements and audits from X-WEB INC's advertisingserver. Company must inform X-WEB INC in writing of anydispute regarding any payment or measurement within thirty (15) days ofreceiving the payment. X-WEB INC shall respond with an explanationor adjustment of the numbers, which will be binding on Company. Company assumescomplete and sole responsibility for any income taxes owed by Company as aconsequence of participation in the X-WEB INC Network. Company agrees toprovide X-WEB INC with all appropriate tax information reasonably required by X-WEBINC for tax reporting purposes and acknowledges that no payments will be madeon accounts that have provided insufficient information. 
2. Optimizing AdvertisingInventory.
2.1 Requirements. To enable X-WEB INC to maximize revenues derived fromthe Website, Company agrees, at a minimum: (a) that Advertising maynot be placed: (i) on any root URL not specifically approved formembership within the X-WEB INC Network, (ii) on pages with no content, (iii)on advertising bars, surf bars or other downloadable applications, or (iv) onadministrative pages (such as help screens, thank-you pages, log-in pages,error pages and the like). 
2.2 Tagging. Company agrees to use its reasonable commercialefforts to code the pages of the Website with the tags (or similar or successortags or technology provided by X-WEB INC from time to time ("Tags")within five (5) business days of receipt provided they are not cumbersome orinterfere with other similar tags, and to maintain such Tags throughout theTerm of this Agreement. Company agrees to implement Tags in theexact form provided by X-WEB INC, and Company understands that any modificationmade by Company to the Tags provided by X-WEB INC may result in ad servingerrors, counting errors and other discrepancies for which X-WEB INC will not beliable. If Company approves any Advertising that requires Company tomake additional modifications to the Website or otherwise change itsadvertising practices, Company agrees to take such required actions promptlyand diligently. X-WEB INC may require that Company remove certain Tags forreasons such as inventory management or to minimize the generation of systemdefaults. Company agrees make commercially reasonable efforts to doso within three (3) days of receipt of X-WEB INC's email request, and will sendan email confirmation to X-WEB INC upon such removal. X-WEB INC shall not beliable for any claims arising from Company's failure to remove any requestedTags.
 
4. Term and Termination.
4.1 Term. The initial term of this Agreement shall begin on theEffective Date and remain in effect for one (1) year (the "Initial Term"). Thereafter,this Agreement will automatically renews for successive one (1) year terms(each a "Renewal Term") unless terminated by either party upon (30) days'written notice prior to the end of the Initial Term or any Renewal Term. 
4.2 Termination. This Agreement may be terminated at any time by eitherparty, effective immediately upon written notice, if the other party:(i) files a voluntary petition in bankrupt, (ii) makes an assignmentfor the benefit of its creditors, (iii) breaches any of the material termsof this Agreement which breach is not remedied within thirty (30) days fromreceipt of written notice of such breach. 
4.3 Effect of Termination. In the event of termination of thisAgreement: (i) Company shall immediately remove all Tags from theWebsite, and (ii) Sections 4.3 and 5 through 13, together with any paymentobligations incurred prior to the effective date of termination shallsurvive. Notwithstanding the above, to the extent that X-WEB INC hasentered into an agreement with an Advertiser for the display of Advertising ona particular Website, or if Company has otherwise provided X-WEB INC withwritten consent to an Advertising campaign targeted to run on a specific groupof websites including the Website, Company agrees to maintain all Tags andcomply with the other obligations described in this Agreement and/or tocomplete such Advertising campaign 
5. Representations. 
5.1 Company Representations. Company represents and warrants thatduring the Term: (i) Company has all necessary rights and authority to enterinto this Agreement, to grant the rights granted and to perform its obligationsunder this Agreement, (ii) Company owns and/or has the right to use allmaterials contained on the Website, and (iii) the Website and the contentcontained on the Website will not infringe or violate any intellectual propertyrights (including patents, copyrights, trademarks, rights of publicity, rightsof privacy, moral rights, music performance or other music-related rights), orany other right of any third party or any applicable law, rule orregulation. 
5.2 X-WEB INC Representations. X-WEB INC represents and warrants thatduring the Term X-WEB INC has all necessary rights and authority to enter intoand perform its obligations under this Agreement.
6. Warranty Disclaimer;Limitation of Liability. EXCEPT AS EXPRESSLY SETFORTH IN THISAGREEMENT, NEITHER PARTY MAKES AND EACH PARTY EXPRESSLY DISCLAIMS ALLWARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. Except as otherwise expressly provided herein,Company acknowledges that X-WEB INC is providing the services deliveredhereunder, including but not limited to, the X-WEB INC Network, onan "AS IS" basis. Company expressly disclaims any and all warrantiesexpress and implied, including without limitation any warranties of title,merchantability, and fitness for a particular purpose. X-WEB INCshall not be liable for the content of any Advertising, any unavailability orinoperability of the Internet, technical malfunction, computer error,corruption or loss of information. EXCEPT WITH RESPECT TO ANY BREACH OF SECTION5.1, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOSTREVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARYDAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH DAMAGES AREFORSEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. 
7. Indemnification. 
7.1 Company Indemnity. Company shall indemnify, defend and holdharmless X-WEB INC, its affiliates, Advertisers, publishers and theirrespective partners, agents, officers, directors and employees, from andagainst any loss, cost, expense, liability, injury or damage (including,without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses"),whether incurred due to third party claims or otherwise, arising or resultingfrom or caused by any (a) allegations of breach by Company of anyrepresentation, warranty, or obligation in this Agreement; (b) failure toremove any Tags as requested by X-WEB INC pursuant to Section 2.2; and (c)Deceptive Activity.
7.2 X-WEB INC Indemnity. Subject to the provisions of Section 7above, X-WEB INC shall indemnify, defend and hold harmless Company, itsaffiliates, and their respective partners, agents, officers, directors andemployees, from and against any Losses due to third party claims arisingor resulting from or caused by (a) any allegations of breach by X-WEB INC ofany representation, warranty, or obligation in this Agreement; (b) Advertisingthat infringes or violates the patents, copyrights, trademarks, rights ofpublicity, rights of privacy, moral rights, music performance or other musicrelated rights, or any other right of any third party or any applicable law,rule or regulation and (c) Deceptive Activity under the control or undercontract with X-WEB INC causing injury to the Company.
8. Marketing/ProprietaryRights. Inorder to refine and improve advertising campaigns, X-WEB INC shall own allinformation gathered by X-WEB INC in connection with Advertising delivery tothe Website, including, without limitation, click-stream information(collectively, the "Ad Data"). Company shall own all right,title, and interest in and to the data provided by or collected from users inconnection with their use of Company's Web sites, excluding the AdData. 
9. Privacy. Both partiesagree to comply with all applicable privacy laws and regulations. Companyfurther agrees to post conspicuously on each Website a privacy policy, linked,at a minimum, from the Website's home page and each page on which anypersonally identifiable data is collected, that: (a) discloses Company'sprivacy practices, including its use of a third party for its ad servingactivities, (b) discloses that such third party's collection and use ofinformation in connection with the Website is subject to such third party'sprivacy policy, not the Website's privacy policy, and (c) provides a link tosuch third party's privacy policy. X-WEB INC shall have the right to reviewCompany's privacy policy for compliance with this Section 10.
10. Assignment. X-WEB INC mayassign this Agreement to any third party without the prior written consent ofCompany. This Agreement will be binding on and will inure to thebenefit of the legal representatives, successors and permitted assigns of theparties hereto.
11. Miscellaneous. ThisAgreement will be governed and interpreted in accordance with the laws of the CA withoutreference to conflicts of laws principles. Jurisdiction and venue for alldisputes hereunder shall be in LA County, CA, and the parties herebyexpressly agree to such jurisdiction and venue. All notices under thisAgreement will be in writing and will be delivered by personal service,confirmed fax, confirmed e-mail, express courier, or certified mail, returnreceipt requested, to the address of the receiving party set forth above, or atsuch different address as may be designated by such party by written notice tothe other party from time to time. Notice will be effective onreceipt. No failure of either party to enforce any of its rightsunder this Agreement will act as a waiver of such rights. If one or moreprovisions of this Agreement are held to be unenforceable under applicable law,then such provision(s) shall be excluded from this Agreement, and thebalance of the Agreement shall be enforceable in accordance with its terms. X-WEBINC shall not be liable for any delay or failure to perform any of itsobligations set forth in this Agreement due to causes beyond its reasonablecontrol. X-WEB INC and Company shall each act as independentcontractors. Nothing in this Agreement shall be deemed to create orconstrued as creating a joint venture or partnership between the parties. Thefinancial terms and conditions of this Agreement are confidential and shouldnot be disclosed to any third party. This Agreement constitutes theentire agreement between the parties with respect to the subject matter hereof,and may not be modified without the prior written consent of both parties.
12. ConfidentialInformation. Eachparty shall keep the other party's Confidential Information confidential, andwill not directly or indirectly: (i) divulge, distribute, disclose or makeaccessible to any other person, firm, partnership, corporation or other entityany Confidential Information; (ii) permit any such third-party to have accessto any Confidential Information; or (iii) use the Confidential Informationdisclosed to it by or on behalf of the other party for any purpose other thanthose contemplated under this Agreement. Each party agrees that itwill only transmit Confidential Information to its directors, officers,employees and representatives who need to know such Confidential Information(each of whom shall agree to abide by the terms of this Section 14), and asonly as necessary for the purposes contemplated under this Agreement. "ConfidentialInformation" means all information of, from or regarding the other partythat would be understood by the parties, exercising reasonable businessjudgment, to be proprietary, non-public or confidential, to which each party(including its attorneys, agents and designees) has had access in connectionwith this Agreement, whether such information is in oral, written, graphic,electronic or machine-readable form, including, without limitation, thefinancial terms of this Agreement, business practices, marketing materials,business plans, prospects, financial information and material, and all otherinformation related to the other party and the other party's business,except to the extent that such information: (i) was generally available to thepublic at the time of disclosure by the disclosing party; (ii) was in thepossession of, or known by, the receiving party prior to its receipt from thedisclosing party; (iii) is independently developed by the receiving partywithout the use of the Confidential Information; or (iv) becomes known to thereceiving party from a source other than the disclosing party who thereceiving party does not know to be under an obligation of confidentiality tothe disclosing party. In the event that a receiving party isrequired in any judicial or governmental proceeding to disclose any of thedisclosing party's Confidential Information, the receiving party shall give thedisclosing party prompt written notice of such request and of the portion ofConfidential Information sought to be disclosed as far in advance of thedisclosure as is practicable so that the disclosing party may seek a protectiveorder. 


Company and X-WEB INC hereby confirm theirmutual agreement to the terms in this Agreement as of the Effective Date.