1) PARTIES
Pursuant to this Agreement, PayPod and you ("You" or "Member") agree to the following terms and conditions for the receipt of advertising materials ("Creatives") from advertising Customers ("Customers" or "Advertisers"). This includes the serving, tracking and reporting of each Campaign made on the Sites of the PayPod network of Sites (the "Network").
2) USE POLICY

(a) Membership: Membership in the Network is subject to prior approval of PayPod. PayPod reserves the right to refuse service to any new or existing Member for any reason, in its sole discretion. Approval of membership in the Network is limited only to the specific root URLs (the "Sites") for which Member has applied for approval by PayPod. PayPod reserves the right, in its sole discretion and without liability to PayPod, to reject, omit or exclude any Member or Site for any reason at any time (including, without limitation, if a Member's text is in a foreign language), with or without notice to the Member and regardless of whether such Member or Site was previously accepted. Without limiting the foregoing, PayPod reserves the right to require potential or existing Sites to submit detailed descriptions or explanations of the Member's Site(s) or application(s) functionality and backend technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the network. In addition, in all Sites in the Network must maintain a privacy statement acceptable to PayPod. If Member is an individual, Member must be at least 18 years of age.

(b) Representation: Member represents and warrants that the Sites: (1) are owned by or licensed to Member and Member has the right to use the entire contents and subject matter contained in the Sites; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libelous, slanderous or threatening; and (7) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information. Member also represents, warrants and covenants that: (i) Member has the power and authority to enter into and perform its obligations under this Agreement; (ii) Member shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting PayPod to perform the services hereunder; (iii) Member shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (iv) all information provided by Member to PayPod or posted on the Sites by Member is truthful, accurate and complete, and is not misleading in any way; (v) PayPod is hereby authorized by Member to perform all the services described hereunder with respect to Member and the Sites; (vi) upon request by PayPod, Member shall promptly provide a written statement in form acceptable to PayPod confirming PayPod's authority hereunder; and (vii) Member shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about PayPod or any other party. Member grants PayPod and the customer the right and license to transmit the Creatives to the Sites.

(c) Termination: PayPod reserves the right to terminate any Member's relationship with the Network at any time, with or without cause, including, without limitation, for reasons set forth in Section 2(e) below. Termination notice may be provided in person or via email, facsimile or mail (either regular mail or overnight courier) and will be effective immediately upon receipt. Upon receipt of such termination notice, Member agrees to immediately remove from the Sites any and all of PayPod's software code supplied to Member for serving Creatives from PayPod or otherwise (collectively, the "PayPod Code"). Member will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination.

(d) Content: PayPod reserves the absolute right to refuse to affiliate with any Member. PayPod does not accept Sites that produce or provide adult content. PayPod does not accept Sites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. PayPod does not accept Sites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. PayPod Code shall not be used on Sites that contain forums, discussion boards, chat rooms, or any content area that is open to public updates without regulation. This Agreement is voidable by PayPod immediately if Member fails to disclose, conceals or misrepresents itself in any way. In addition, PayPod may in its sole discretion refuse to serve any Member that it deems inappropriate. To insure compliance with this Agreement, any Sites that change their content after approval for membership MUST notify PayPod of the changes in writing IMMEDIATELY.

(e) Traffic: PayPod reserves the right to terminate Member's relationship with PayPod immediately should the number of Impressions delivered by Member total less than 2,500 per month, or Member's traffic falls below the threshold established by PayPod from time to time.

(f) Placement: Member shall be solely responsible for placing Creatives on the Sites, which placement shall be subject to the terms and conditions of this Agreement. No Creative may be placed on any root URL not specifically approved by PayPod for membership within the Network. Banner, Leaderboard, Skyscraper, and Wide Skyscraper Creatives must be placed within 600 pixels of the top of the Webpage (above the page scroll/fold). PayPod pop-under or In-Vue windows cannot be launched from Sites that launch more than a total of two pop windows, including the PayPod pop-under or In-Vue. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same page. No Member will place ads on blank pages, on pages with no content, on top of one another, on non-approved Sites, or in such a fashion that may be deceptive to the visitor. Creatives cannot be placed in email messages. In-page Creatives (Banners, Leaderboards, Skyscrapers, Wide Skyscrapers, Rectangles, Medium Rectangles, Half Pages) may not be placed on forums, chat rooms, and other entities that the Member does not have complete control of. InVue, Interstitial, and pop-under Creatives may be placed on forums and chat rooms.

(g) Fraud and Deception: PayPod audits every Member's traffic on a daily basis. Sites that commit fraudulent activities, including false clicks, false impressions, and incentivize clicks, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic. Additionally, PayPod reserves the right to register fraudulent Sites in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All Creatives must be served from a PayPod server or serving location, or through a PayPod approved 3rd-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment. Sites agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Member shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior written approval of PayPod, certain language may appear above or below an advertisement served by PayPod. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable to PayPod and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Member; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

(h) Code: PayPod Code shall not be modified without prior written consent from PayPod. Member agrees to use the PayPod Code provided by PayPod for displaying a Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. PayPod Code cannot be used on Sites that contain forums, discussion boards, or chat rooms. Member cannot alter, copy, modify, take, sell, reuse, or divulge any PayPod Code, except as is necessary to partake in the Network, provided, however, with the prior written approval of PayPod, a Member may, in certain instances, modify the PayPod Code for purposes of inserting certain language pre-approved by PayPod either above or below an advertisement served by PayPod. Requests for language approval should be sent to . Any modifications to PayPod Code shall be owned solely by PayPod. Subject to the terms and conditions of this Agreement, PayPod grants you a world-wide, revocable, non-exclusive, non-transferable, non-sublicensable, limited use license to use, execute, and display the PayPod Code solely for purposes of receiving and displaying the Creatives and performing your other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as PayPod granting you any right, title or interest in or to the PayPod Code or any right under any patent, trade secret or other intellectual property rights of PayPod. You acknowledge and agree that PayPod owns all right, title and interest in and to the PayPod Code (including, without limitation, all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. You agree that you will not use the PayPod Code, or the results created thereby, or disseminate or distribute any of this information, except as expressly permitted by this Agreement.

(i) Data Reporting (Stats): PayPod owns all data collected by or through PayPod's code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by PayPod from such data (collectively, "Data"). All Data shall be deemed PayPod's Confidential Information. Any use by Member of such Data shall be only as expressly permitted in this Agreement and in strict compliance with PayPod's Privacy Policy. Member may only access Data that is collected through the use of their inventory.

(j) Member Access: For purposes of this Agreement, all Sites that are owned, operated or hosted by or on behalf of PayPod, including, without limitation, PayPod's branded websites at http://www.PayPod.com, are referred to herein collectively as the "PayPod Sites." You agree that you will not use the PayPod Sites or any content therein or data obtained there from for any other purpose and that you will not disseminate any of this information. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage your account with PayPod or to monitor or copy the PayPod Sites or the content contained therein except those automated means expressly made available by PayPod, if any, or authorized in advance and in writing by PayPod (for example, PayPod-approved third party tools and services). The PayPod Sites contain robot exclusion headers and you agree that you will not bypass PayPod's robot exclusion headers (including using any device, software or routine to accomplish that goal), or to interfere or attempt to interfere with the proper working of the PayPod Sites or any program thereon, or PayPod system. Without limitation to the foregoing, you further agree that you will not take any action that imposes an unreasonable or disproportionately large load on the PayPod Sites, any programs thereon, or PayPod's infrastructure, as determined by PayPod.

(k) Trademarks: PayPod's logos and trademarks and any future trademarks, service marks or logos on all PayPod Sites are trademarks of PayPod or PayPod's licensors (the "PayPod Marks"). Without the prior written consent of PayPod or its licensors, Member shall not display or use in any manner any PayPod Marks.

(l) Your Member: You hereby acknowledge that PayPod is not responsible for the content or maintenance of your Sites, or Sites owned or operated by any third party (including, without limitation, other advertisers), nor is PayPod responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Sites or Sites owned or operated by any third party (including, without limitation, other advertisers). You represent, warrant and covenant that all information you provide in connection with this Agreement or on your Sites are, and will be, updated to remain, current and accurate. You agree that your Sites do not contain any PayPod-owned or licensed content, including, without limitation, any PayPod listings, except pursuant to a separate signed agreement with PayPod.

(m) Contact Information: To insure timely payment, Sites are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done by Member online using Member's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Member contact or payment information are Member's responsibility, and will be deducted by PayPod upon repayment of such returned or cancelled payments.

(o) Privacy: In performance of the parties' obligations pursuant to this Agreement, you agree not to transmit to PayPod, its information providers, licensors, licensees, consultants, contractors, agents, attorneys or employees, and PayPod shall not solicit or collect, any personally identifiable information of the visitors or customers to your Sites unless required by law or court order, or otherwise agreed in writing and signed by an authorized representative of PayPod. You represent, warrant, and covenant that at all times while the PayPod code is on your Sites, you will maintain a privacy policy on your Sites which shall (a) be available, at a minimum, as a clear and conspicuous link from the main page of your Sites and on all web pages where visitors' personally identifiable information is collected, (b) obtain all rights and/or permissions necessary for PayPod to use the Data as contemplated under this Agreement, (c) comply with all applicable laws and regulations, and (d) contain language materially similar to the following:
"We have contracted with PayPod ("PayPod") to monitor certain pages of our Member for the purpose of reporting Member traffic, statistics, advertisement 'click-throughs', and/or other activities on our Member. Where authorized by us, PayPod may use cookies, web beacons, and/or other monitoring technologies to compile anonymous statistics about our Member visitors. No personally identifiable information is collected by or transferred to PayPod. For more information about how the information is collected and used by PayPod, please see PayPod's privacy policy.

(p) Access: All hardware and software necessary for access to PayPod services and Creatives is Member's responsibility. Member, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Member's use of the services hereunder, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the services hereunder, are compatible with the PayPod Code.

(q) Traffic Limitations: Customer understands and agrees that from time to time the PayPod services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which PayPod may undertake from time to time; or (iii) causes beyond the control of PayPod or which are not reasonably or digital foreseeable by PayPod, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of Sites or interfaces, network congestion or other failures. While PayPod will attempt to provide the services on a continuous basis, Member acknowledges and agrees that PayPod has no control of the availability of the services on a continuous or uninterrupted basis. Member also understands and agrees that PayPod is not responsible for the functionality of any third party Member or interface. Terms of this agreement are subject to PayPod hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this contract.

2) PAYMENT POLICY

Campaign rates vary with market conditions. PayPod reserves the right to set market rates. Market rates are less any payment transaction fees, cost-of-money / bad-debt fees, and applicable ad serving fees. PayPod reserves the right to set and negotiate specific payment terms on an individual basis. Sites will typically be paid within thirty (30) business days after the end-of-month. Do not invoice PayPod; all Member invoices are discarded. Sites will be paid at the account level. All accounts will be settled in US dollars ($US). No check will be issued for any amount less than $50US. All unpaid earnings will rollover to the next pay period. Any Member account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Network. As a condition to PayPod's obligation to make payments hereunder to Member, Member must have a completed and accurate W-9 (for US-based Members) on file with PayPod or a completed and accurate W-8 (for non-US-based Members) on file with PayPod. Member payments will be withheld until the appropriate taxation documents are on file with PayPod. Sites cannot refer themselves as a Member or as an Advertiser. Groups of Sites cannot refer each other. All payments are based on actuals as defined, accounted and audited by PayPod. In no event will payments be made on accounts that have not provided proper tax identification information. PayPod reserves the absolute right not to pay any accounts or Sites that violate any of the terms and conditions set forth herein. PayPod will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.
4) LIABILITY POLICY

(a) Indemnification: Member is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Member Sites and/or (ii) any content or material to which users can link through the Member Sites (other than through an advertisement supplied by PayPod). Member hereby agrees to indemnify, defend and hold harmless PayPod and its information providers, officers, directors, affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (each, an "PayPod Entity" and collectively, the "PayPod Entities") and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Member Sites; (b) arising out of any breach by Member of this Agreement (including any representation or warranty herein); or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Member Sites, except for any of the foregoing directly caused by PayPod's gross negligence or willful misconduct. You agree to be solely responsible for defending any claim against any PayPod Entity, subject to PayPod's and such PayPod Entity's right to participate with counsel of its own choosing; provided that you will not agree to any settlement that imposes any obligation or liability on PayPod's or any PayPod Entity without PayPod's prior express written consent.

(b) Warranty Disclaimer: THE SERVICES HEREUNDER, THE DATA AND ALL OTHER PayPod SITES, SYSTEMS AND CODE (COLLECTIVELY, THE "PayPod MATERIAL") AND ALL CREATIVES, THIRD PARTY SITES, APPLICATIONS AND/OR EMAILS (COLLECTIVELY, THE "THIRD PARTY PRODUCTS") ARE PROVIDED OR MADE AVAILABLE BY PayPod ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND PayPod EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEMBER EXPRESSLY AGREES THAT MEMBER'S USE OF THE PayPod MATERIALS AND THIRD PARTY PRODUCTS, OR ANY PARTY THEREOF, IS AT MEMBER'S SOLE RISK.

SPECIFICALLY, BUT WITHOUT LIMITATION, PayPod MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOLLOWING (AND PayPod DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE FOLLOWING): (i) THAT THE PayPod MATERIALS OR THIRD PARTY PRODUCTS, OR ANY PART THEREOF, SHALL BE FREE OF ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE AVAILABILITY, ACCURACY OR UNINTERRUPTED USE OF THE PayPod MATERIALS OR THE THIRD PARTY PRODUCTS OR ANY PORTION THEREOF, ANY CONTENT THEREON OR ANY INTERFACE THERETO; (iii) THAT THE PayPod MATERIALS OR THIRD PARTY PRODUCTS, OR ANY PART THEREOF, ARE FREE OF DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS; (iv) ANY THIRD PARTY SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN ANY PayPod MEMBER; (v) MEMBER'S USE OF ANY PayPod MATERIALS OR THIRD PARTY PRODUCTS; (vi) ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH PayPod, THIRD PARTY PRODUCTS, PayPod SYSTEMS OR PayPod SITES OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THEREFROM, OR SITES LINKED THERETO OR THEREFROM; OR (vii) THE SUCCESS OR RESULTS, ECONOMIC OR OTHERWISE, THAT MAY BE OBTAINED BY USE OF, OR OTHERWISE AVAILABLE FROM, THE PayPod MATERIALS OR THE THIRD PARTY PRODUCTS, OR ANY PART THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO ONE OR MORE OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.

(c) Limitation of Liability: NEITHER PayPod NOR ANY PayPod ENTITY SHALL BE SUBJECT TO ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY MEMBER, DELAYS IN DELIVERY OR NON-DELIVERY OF CREATIVES, INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH A CUSTOMER OR CREATIVES, DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION, ERRORS IN CONTENT OR OMISSIONS IN ANY CREATIVE, FAILURE OF PERFORMANCE, OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER BASED ON BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION OR THEORY. IN NO EVENT SHALL PayPod OR ANY PayPod ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF THE AGREEMENT, THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT OR PayPod MATERIAL OR SITES LINKED THEREFROM, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT YOU WILL NOT HOLD PayPod RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH ANY PROGRAMS, THIRD PARTY PRODUCTS, PayPod SYSTEMS OR PayPod SITES OR SITES LINKED TO THEREFROM, INCLUDING, WITHOUT LIMITATION, THIRD PARTY SERVICE PROVIDERS, THOSE WITH WHOM PayPod CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE PayPod SYSTEMS, AND/OR PayPod SITES AND THOSE TO WHOM PayPod PROVIDES LINKS FOR CONTENT, ADVERTISING AND/OR ANY OTHER TYPE OF DATA OR INFORMATION. IN NO EVENT SHALL THE LIABILITY OF PayPod OR ANY PayPod ENTITY FOR ANY DIRECT DAMAGES EXCEED $10,000.00 IN THE AGGREGATE.
5) GENERAL

(a) Applicability: In this Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. The terms and conditions of Sections 2(h), 2(i), 2(j), 2(k), 2(l), 2(m), 4, 5(a), 5(b), 5(c), 5(g), 5(i), 5(j), 5(k), 5(l), 5(m) and 5(n) shall survive the expiration or termination of this Agreement. PayPod shall have no liability under this Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. Any rights not expressly granted in this Agreement are reserved by PayPod, and all implied licenses are disclaimed. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. Member will periodically review PayPod's Member to ensure compliance with this Agreement and PayPod's Privacy Policy (as posted on or linked from a PayPod Member), either of which PayPod may amend from time to time in its sole discretion. Member agrees to be bound by any such amendment and assumes the responsibility for periodically reviewing such the PayPod Member with respect thereto. Nothing contained in this Agreement will prevent PayPod from complying with privacy laws and regulations. PayPod reserves the right to discontinue offering any of PayPod systems and/or PayPod Sites at any time. Except as otherwise specified by PayPod, you agree that you will direct all communications relating to any PayPod Member or your participation therein directly to PayPod and not to any other entity.

(b) Public Release: Member shall not release any information regarding Campaigns, Creatives, or Sites relationships with PayPod or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of PayPod. PayPod shall have the right to reference and refer to its work for, and relationship with, Member for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of PayPod and Member.

(c) Remedy: If any Member violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, PayPod reserves the right to withhold payment and take appropriate legal action to cover its damages.

(d) Audit: PayPod shall have the sole responsibility for calculation of Member earnings, including Impressions and Click-Through numbers. In the event Member disagrees with any such calculation, Member shall send a written request immediately to PayPod, detailing with reasonable specificity, Member's objections to calculations. Thereafter, PayPod will provide Member with an explanation or, if such calculations are determined by PayPod to be incorrect, an adjustment, of the numbers which explanation or adjustment, as the case shall be final and binding. In the event no adjustment is necessary, Member shall reimburse PayPod for its expenses in responding to Member's requests under this Section.

(e) Privacy: PayPod's Privacy Policy is hereby incorporated into this Agreement. Member shall be subject to and bound by all of its terms and conditions as applicable.

(f) Assignment: No rights or obligations under this Agreement may be assigned by Member without the prior written consent of PayPod. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. PayPod and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective permitted successors and assignees. The parties agree and acknowledge that no third party has or shall have any rights as a third party beneficiary or otherwise arising from or relating to this Agreement.

(g) Governing Law: This Agreement will be governed by and construed in accordance with the internal laws of the State of California, without regard or reference to the conflict of laws provisions thereof. Each party hereto agrees that all disputes and litigation regarding this Agreement and matters connected with its performance shall be subject to the exclusive jurisdiction of the courts of the State of California located in Santa Monica, California or of the Federal courts sitting nearest thereto.

(h) Ability to Enter into Agreement: By executing this Agreement, Member warrants that Member (or Authorized Representative of Member) is at least 18 years of age, and that there is no legal reason that Member cannot enter into a binding contract

(i) Confidentiality and Non-Disclosure: "Confidential Information" means any information disclosed to you by PayPod, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by PayPod; (ii) enters the public domain by being made generally available after disclosure to you by PayPod, other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by PayPod as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law, provided that you give PayPod prompt written notice prior to such disclosure and you provide assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legally required disclosure. All Confidential Information shall remain PayPod's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to PayPod immediately upon PayPod's request, and also, upon termination of this Agreement. You may not issue any press release or other public statement regarding this Agreement, PayPod, and/or PayPod's affiliates or partners without the prior written consent of an authorized person at PayPod.

(j) Independent Contractor: The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venture, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guarantee or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.

(k) Notices: Except as expressly set forth herein, any notices to be given pursuant to this Agreement shall be in writing, signed by Member, and sent by: (i) facsimile transmission; (ii) first class certified mail, postage prepaid; (iii) overnight courier service, charges prepaid; or (iv) email, to the party to be notified, addressed to PayPod at the following address, or sent by facsimile or by email to the following facsimile number or email address, or such other address, facsimile number or email address as PayPod may have substituted by notice given to Member as provide below in accordance with this provision. The receipt of such notice shall constitute the giving thereof:

Any notice to be given to Member pursuant to this Agreement may be sent by email to Member's email address as identified in Member's account information or by posting on a PayPod Member. The sending of such notice shall constitute the giving of notice thereof.

(l) Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

(m) Severability: If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to this Agreement and has like economic effect.

(n) Attorneys' Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs and expenses in addition to any other relief to which such party may be entitled.