ALL CLIENTS (HEREINAFTER "Client") ENROLLED IN THE PAID LISTINGS PROGRAM MUST COMPLY COMPLETELY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. CHITIKA, INC., a MASSACHUSETTS CORPORATION WITH PRINCIPAL PLACE OF BUSINESS AT 4 BUMMET BROOK CIRCLE, SHREWSBURY, MA (HEREINAFTER "Chitika") RESERVES THE RIGHT TO TERMINATE THE AGREEMENT AND/OR WITHHOLD PAYMENT FROM ANY HOST THAT VIOLATES ANY OF OUR TERMS AND CONDITIONS 

The parties hereto, in consideration of the mutual obligations set forth hereinafter and intending to be legally bound, hereby agree as follows: 

1. Purpose. Chitika and Client hereby agree to enter into an agreement whereby Client will be enrolled in Chitika's Paid Listing Distribution Program whereby Client shall provide Chitika with certain user visited Website content and/or search terms explicitly typed by the user. Chitika will process this information using its proprietary content and behavior-based keyword technology. Chitika shall provide Client with relevant paid search results ("Search Results") comprised of a list of paid listings ("Paid Listings") for display on Client's Desktop Application or Toolbar (Application). The parties shall share revenue generated from the Paid Listings as set forth in this Agreement. 

2. Program Participation. Participation in the Program is subject to Client's continued compliance with the Program Policies and Details which are set forth on Exhibit A attached hereto and made a part hereof, or such other URL as Chitika may provide to Client from time to time. Chitika reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, Client acknowledges that Client is atleast 18 years of age and agrees that Chitika may supply Paid Listings via a third party distributor and/or Chitika provided advertisements to the Application that Client designates as set forth on Exhibit A. This Agreement relates to a single Application per Client unless otherwise agreed to in writing. 

3. Delivery of Services for Paid Listing Distribution. Client will send a Query initiated by a User on the Site or Application to Chitika each time a User initiates a page view ("User Query'). A User Query can be either a search term or the URL of the Site that the User is viewing. After receiving a User Query from Client, Chitika will deliver to Client either Paid Listings or a response that no Paid Listings are being delivered for that Query. After receiving Paid Listings from Chitika in response to a User Query, Client will display a minimum of two (2) Paid Listings on the Application; provided, however, that if Chitika delivers a response that no Paid Listings are being delivered for a User Query, Client and Chitika shall have no obligations to each other with respect to such User Query. 

4. Paid Listing Placement. Client agrees to comply with the technical specifications provided by Chitika and the Placement Requirements set forth below to ensure proper display of the Paid Listing on the Application. Further, Client agrees not to modify the XML or other programming provided by Chitika to Client in any way whatsoever. Paid Listings shall be grouped by Chitika and displayed with related Chitika search queries (where applicable) to end users of the Application as ad units (such groups of Paid Listings and related Chitika search queries collectively referred to as "Listing Units") in accordance with all of the following conditions: 

o Chitika's Search Result listings will appear on the Application in the order and manner provided by Chitika (i.e., the first Chitika Search Result shown on the Application will be the first Search Result provided by Chitika). 
o When at least two (2) Paid Listings are returned, Client will display a minimum of two (2) Paid Listings on the Application
o Client shall not display Paid Listings in a Pop-Up window
o Client shall not display bid prices or any variation thereof for any Chitika Search Results. 

5. Logo and Trademark Placement. With respect to any Paid Listing, the provider's logo, service mark or name will appear in the same format as other search engine's logos, service marks or names appear in such listing. For example, if other search engines are listed by logo and the logo provides the User with the ability to click through to the search engine Web site, the Paid Listing will also be identified by logo with associated click-through ability. Client also agrees to place the Chitika service mark or the Chitika logo, or any subsequent trademark or service mark designated by Chitika, within any Paid Listing obtained by Chitika and displayed on the Application.

6. Prohibited Uses. Client shall not, and shall not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any Paid Listing, including but not limited to repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Paid Listing or Paid Listing Unit, or remove, obscure or minimize any Paid Listing or Paid Listing Unit in any way; (iii) frame any Web page accessed by an end user after clicking on any part of a Paid Listing link ("Advertiser Page"); (iv) redirect an end user away from the Advertiser Page, provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the Paid Listing and the Advertiser Page; (v) display any Paid Listing on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable Web site), or in any email or on any Web page or any Web site that contains any pornographic, hate-related or violent content ; or (vi) act in any way that violates any Program Policies posted on the Chitika Web Site, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement. 

7. Client's Obligations. Upon execution of this Agreement Client agrees to: 

• inform Chitika of its approximate average daily searches for the most recent weekly or monthly period for which information is available, and provide at least 20 days advance notice to the Chitika of any expected increase in average daily searches or User Queries above 15% of the then current average; 
• test the functionality and appearance of, and assist Chitika in verifying the functionality and appearance of, the Paid Listings, test the links to the Paid Listings Content and ensure that Users gain timely access to the Paid Listings. However, Client shall not perform any testing or initiate any click throughs in an automated fashion that are not initiated by an end user of the Application. 
•  not use any portion of the Paid Listings for any purpose other than displaying Paid Listings on the Application in the form designated by Chitika in response to a particular User Query. 
•  not save any Paid Listings provided by the Chitika and agree to initiate a new search through Chitika to access the Paid Listings for each User Query. 
• not sell, redistribute, sublicense or transfer all or any portion of the Paid Listings.
• not intentionally post misleading information with regard to the Paid Listings or directly or indirectly encourage or require users to access the Paid Listings or to otherwise generate click-throughs through any means which could be interpreted as coercive, misleading, malicious or otherwise fraudulent. 
•  display the Paid Listings in the order, manner and format received from Chitika and not to alter either the Paid Listings or the any licensed marks appearing in the Paid Listings except as previously agreed to in writing by both parties. 
•  not collect trends or data or information from the Paid Listings without prior consent for Chitika. 
• not disclose proprietary information about Chitika and or its Paid Listings Providers, including URLs and parameters used to access Paid Listings. Any affiliates of the Client must access Paid Listings through the Client and not directly through Chitika; 
•  make reasonable efforts to stop "bots" or "spiders" from initiating requests for Paid Listings or executing click throughs on Paid Listings. Additionally, if Chitika informs Client of the IP addresses of agents, affiliates, networks of computers, or other third parties that appear to be using "bots" or "spiders", Client shall use reasonable efforts to block such IP addresses from accessing the Paid Listings service. Client shall notify Company as soon as practicable in the case where a "bot," "spider," "network," or User cannot be stopped from performing repeated searches or click throughs on the Paid Listings service or results, and shall not object if Chitika blocks such IP addresses on its own. A "bot" or "spider" shall be defined as a software program that executes searches or click throughs that were not initiated by unique Users of the Client's Application or service. A "network" is any group of computers connected to the Internet. 
•  not utilize any means which would inhibit the User's internet browser from passing the referring URL to Chitika's Paid Listing's service. 
• Take sole responsibility for the Application, including all content and materials, maintenance and operation thereof, the proper implementation of Chitika's technical specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. Chitika is not responsible for anything related to the Application and shall not be obligated to provide notice to Client in the event that Paid Listings are not being displayed properly to end users of the Application. 
•  to direct to Chitika, and not to any advertiser, any communication regarding any Paid Listing displayed in connection with the Application.
• comply with all applicable laws or regulations of any country or other jurisdiction and may not use any of Chitika's Services in a manner that violates any proprietary rights or any jurisdiction's laws, nor may the Client use any of Chitika's Properties in a way that would be libelous or defamatory or otherwise malicious or harmful to any company or person.

8. Revenue Share Payments. Chitika will make monthly revenue share payments ("Revenue Share Payments") to Client based on a percentage of the "Click Through Revenue" collected by Chitika or its partners who are providing the paid listings. The " Click Through Revenue" shall be determined solely by Chitika or its ad distribution partners based on the average number of daily Valid CTs resulting from the queries originating from the Client, for the applicable calendar month and shall be comprised of revenue received less all applicable commissions (payable by Chitika or its Partners) or Costs associated thereto. Revenue Share Payments are due and payable to Client thirty (30) days after Chitika receives payment from its Paid Listings providers or ad distribution partners or ad distributor. Chitika will not be responsible for any payments to Client until payment has been collected from Chitika's paid listings providers or ad distribution partner or ad distributor. The monthly Revenue Share Payments shall be calculated as follows: 

Revenue Share Payment to Client = 30 % of Click Through Revenue 

Notwithstanding the foregoing, Chitika shall not be liable for any payment based on (a) any fraudulent impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any Paid Listing, as reasonably determined by Chitika and or its Partners; (b) Paid Listings benefiting charitable organizations and other placeholder or transparent Paid Listings that Chitika may deliver in the event that an Application is improperly configured to comply with Chitika technical requirements; (c) Chitika or its Partner advertisements for its own products and/or services; or (d) impressions co-mingled with a significant number of fraudulent impressions or fraudulent clicks described in (a) above, or as a result of other breach of this Agreement by Client for any applicable pay period. Chitika reserves the right to withhold payment of any Revenue Share Payment in the event of any breach of this Agreement by Client, pending Chitika's reasonable investigation of any of the foregoing or any breach of this Agreement by Client, or in the event that an advertiser whose Paid Listing are displayed on the Application defaults on payment for such Paid Listing to Chitika. 

9. Termination. Client may terminate this Agreement, or cancel the participation of additional Applications participating in the Program pursuant to Section 2, with or without cause at any time with sixty (60) days prior written notice to Chitika. Chitika may at any time, in its sole discretion terminate this Agreement, or suspend or terminate the participation of any Application under this Agreement for any reason whatsoever. In addition, Chitika reserves the right to terminate this Agreement or cancel participation in the Program of any Application without notice where such Application has not generated any clicks on Paid Listings (as measured by Chitika) for a period of two (2) months. Upon termination of this Agreement for any reason, sections 7, 10, 12, 13, 16, 18, 19 and 20 shall survive. Upon termination of this Agreement, Client agrees to assist in the removal from the Application upon termination of this Agreement any portion of the Paid Listings, Chitika's or its Paid Listings Providers' Logo, Chitika's or its Paid Listings Provider Licensed Marks or any other Chitika or its Paid Listings Providers' Intellectual Property from Client's Application. Where, pursuant to Section 2, Client has multiple Applications participating in the Program, the foregoing shall apply to cancellation or termination of any such Application in the Program without effecting this Agreement in relation to the remaining Applications when set forth in writing and signed by both parties. 

10. Confidentiality. Client agrees not to disclose Chitika's Confidential Information without Chitika's prior written consent. "Chitika Confidential Information" includes without limitation: (a) all Chitika software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Application performance in the Program provided to by Chitika; and (c) any other information designated in writing by Chitika as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by Client or Chitika, or information that has been (i) independently developed without access to Chitika Confidential Information as evidenced in writing; (ii) rightfully received by Client from a third party; or (iii) required to be disclosed by law or by a governmental authority. 

11. No Guarantee. Chitika makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Client under this Agreement. 

12. No Warranty. CHITIKA MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. 

13. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR CLIENT'S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) CHITIKA'S AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY CHITIKA TO CLIENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. Neither party will be entitled to make any claim nor commence any proceedings arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. 

14. Publicity. Client agrees that Chitika may use Client's name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers and therefore grants Chitika a limited license to use Client's logo in accordance with the foregoing. 

15. Representations and Warranties. Client represents and warrants that (a) all of the information provided to Chitika in connection with this Agreement is correct and current; and (b) Client is the owner of the Application or that Client is legally authorized to act on behalf of the owner of such Application for the purposes of this Agreement and the Program; and (c) Client has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Client hereunder. Client further represents and warrants that each Application and any and all material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent in content. 

16. Indemnification. Client agrees to indemnify, defend and hold Chitika, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), arising out of, related to this Agreement or which may arise from Client's enrollment in the Program, use of the Application, and/or its breach of any term of this Agreement. 

17. Information Rights. Chitika may retain and use for its own purposes all information Client provides, including but not limited to Application demographics and contact and billing information. Client agrees that Chitika may transfer and disclose to third parties personally identifiable information about Client for the purpose of approving and enabling Client's participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws. Chitika disclaims all responsibility, and will not be liable to for any disclosure of that information by any such third party. Chitika may share aggregate (i.e., not personally identifiable) information about Client with advertisers, business partners, sponsors, and other third parties. In addition, Client grants Chitika the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers. 

18. No Rights Granted. CLIENT acknowledges that any and all of the trademarks, trade names, copyrights, patents, and other intellectual property rights utilized by Chitika in connection with the performance of this Agreement will be and remain the sole property of Chitika. Client acknowledges that no rights or licenses are granted with respect to any of the foregoing under this Agreement. 

19. Entire Agreement. This Agreement and any Exhibits identified herein constitute the whole agreement between the parties with respect to the subject matter hereof. CLIENT hereby acknowledges that it has not relied on any prior or contemporaneous representations, written or oral, not set forth in this Agreement with respect to any matter related to the interpretation or performance of this Agreement 

20. Miscellaneous This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Worcester County, Massachusetts. Any modifications to this Agreement must be made in a writing executed by both parties except that Chitika may update the Program Policies by providing Client with such URL modifying the policies from time to time. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Client may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Chitika. Notwithstanding the foregoing, Chitika may assign this Agreement to any affiliate at any time without notice. The relationship between Chitika and Client is not one of a legal partnership relationship, but is one of independent contractors and that neither party has the authority to bind the by contract or otherwise. 

EXHIBIT A: CONTEXTANYWHERE PROGRAM POLICIES 

All companies who apply for the Paid Listings Distribution program are reviewed according to these program policies. Spyware participation in the program is not permitted. We also monitor Applications after they begin running the Paid Listings under this program. If an Application is found to be in violation of our policies at any time, we will warn the company or suspend or terminate the account. 

Account Transferability: Chitika's Paid Listings Distribution accounts are not transferable, assignable or resalable in connection with the sale of your Application or otherwise. For example, when an Application changes ownership or management, the prior owner or manager must cancel the Paid Listings Distribution account for the Application, and the new owner or manager may apply up for a new Paid Listings Distribution account in his or her name. 

Ad Placement: 

• Chitika's Search Result listing will appear on the Application in the order and manner provided by Chitika
•  When at least two (2) Paid Listings are returned, Client will display a minimum of two (2) Paid Listings on the Application
• Multiple Paid Listings units may be displayed on an Application but no Paid Listings unit shall contain any advertisement in common with any other Paid Listings unit. 
• Paid Listings must not be displayed on any domain parking websites, pop-ups, pop-unders, error, registration, or "thank you" pages, or in any email. 
• Paid Listings may not be placed on Applications developed specifically for the purpose of showing ads, whether or not the page content is relevant. 
• Elements on the Application must not obscure any portion of the Paid Listings, and the Paid Listings colors must be such that the ad text and URL are visible. 
• Client shall not display bid prices or any variation thereof for any Paid Listings 

Alternate Ads: By specifying an image or ad server of your choice, you can make sure that your advertising space is always being used effectively, either by targeted Paid Listings, or by your own choice of content. 

Copyrighted Material: In order to avoid associations with copyright claims, Applications may not show Paid Listings in areas such as MP3, Video, News Groups, and Image Results. However, ads can be displayed on the Application with links to these items. 

Spyware and Incentives: Your Application must not require or prompt an end user to download or auto-install any Spyware. The Application may not include incentives of any kind for users to click on ads. This includes encouraging users to click on the Paid Listings or to visit the advertisers' sites as well as labeling the Paid Listings with text other than "sponsored links" or "advertisements." 

Language: The Paid Listings code may be placed on the Application with content primarily in English. Paid Listings must not be displayed on any page with content primarily in an unsupported language. 

Prohibited/Fraudulent Clicks: Any method that artificially and/or fraudulently generates clicks is strictly prohibited. These prohibited methods include but are not limited to: repeated manual clicks, using robots, automated clicking tools, or other deceptive software. Please note that clicking on your own Paid Listings for any reason is prohibited, to avoid potential inflation of advertiser costs. 

Application or Website Content: The Application may not display Paid Listings on Applications or Website content that include: 

• Excessive profanity 
• Hate, violence, racial intolerance, or advocate against any individual, group, or organization 
• Hacking/cracking content 
• Illicit drugs and drug paraphernalia 
• Pornography, adult, or mature content 
• Gambling or casino-related content 
• Promotes illegal activities 
• Excessive advertising 
• Pop-ups, pop-unders or exit windows that interfere with site navigation, obscure Paid Listings, change user preferences, or are for downloads. Other types of pop-ups, pop-unders, or exit windows may be allowed, provided that they do not exceed a combined total of 5 per user session 
• Any violations of intellectual property rights 
• Deceptive or manipulative content or construction to improve your Application's search engine ranking.
• Chitika may provide updates to the Program Policies time to time and Client must also adhere to all revised terms. 
  

Application Functionality: Your Application must not contain broken links and must be launched, functioning, and easily navigable. 

Application Responsiveness: Applications must respond adequately to support requests and enquiries of their users.