INTRODUCTION

CyberOptic Group, LLC ("TheWebSeeker.com") provides you, and any of your Affiliates (defined below) that participate in these terms and conditions by executing an Insertion Order (defined below), access to certain TheWebSeeker.com products, services and/or programs (collectively, "Programs" and each, a "Program") subject to your compliance with these Advertiser Master Services Terms and Conditions and the terms and conditions of the Programs (the "Program Terms"). Please read these Master Terms and Conditions and Program Terms carefully. By enrolling in a Program, you agree to be bound and abide by these Master Terms and Conditions, the Program Terms, and the terms and conditions of any applicable Insertion Order(s) that you complete or that is completed on your behalf, including, without limitation, any renewal Insertion Orders (either online, if applicable, or offline, each an "Insertion Order"), including all payment terms. The Master Terms and Conditions, the Program Terms, all Insertion Orders and all payment terms collectively constitute the "Agreement". In the Agreement, (i) "Advertiser" means collectively the Advertiser and its Affiliates who execute an Insertion Order for any Program, (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly (e.g. through one or more tiers of ownership) controls, is controlled by or is under common control with that person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement, and (iii) "you" and "your" refers to Advertiser. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf regarding any Program, shall be bound and abide by the Agreement. You further agree that you are bound by the Agreement whether you are acting on your own behalf or on behalf of a third party, including, without limitation, another advertiser. These Master Terms and Conditions and applicable Program Terms shall apply to all Insertion Orders and/or Programs for which Advertiser has executed the relevant Program Terms. Regarding each Insertion Order, the term of the Agreement will commence on the Effective Date set forth in the initial Insertion Order, and will continue in effect for the term and/or until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is no Insertion Order, the Term will commence on the date you enroll as an Advertiser and will end when terminated by either party in accordance with the terms of the Agreement.

PAYMENT

You agree to pay TheWebSeeker.com all charges to your account in accordance with these Master Terms and Conditions, any applicable Insertion Orders, Programs Terms, and/or Payment Plans (defined in Section 3 below) you select, including, without limitation, all applicable taxes, in accordance with the then current billing terms (as such Payment Plans and billings terms may be amended or modified by TheWebSeeker.com from time to time). Except as may be set forth in the Program Terms, any service fees charged to your account and any initial deposit, the value of which will be credited to your account, are non-refundable. Your right to access your account with TheWebSeeker.com is subject to any limits established by TheWebSeeker.com. If you have chosen a Payment Plan providing for a fixed maximum payment per month, you understand and agree that if your charges equal or exceed your monthly maximum payment, then your listings will be removed from the applicable TheWebSeeker.com Marketplace Results (defined in the applicable Program Terms) and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including, without limitation, any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan you select before any of your listings will be made available in the applicable TheWebSeeker.com Marketplace, TheWebSeeker.com Marketplace Results, and/or Program. Payemts will be made in advance via Paypal and 2checkout.com and will be deposit in your account. If TheWebSeeker.com does not receive payment from the provider of your Payment Method, you do not make timely payment hereunder, or you exceed your monthly prepayment, you agree to pay all amounts due on your account upon demand, and TheWebSeeker.com further reserves the right to either suspend or terminate your account with TheWebSeeker.com. Suspension or termination includes, without limitation, deletion of your listings from any or all TheWebSeeker.com Marketplace(s) (defined in the applicable Program Terms). You agree to submit any claims or disputes regarding any charge to your account in writing to TheWebSeeker.com within sixty (60) days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including, without limitation, attorneys' fees) incurred by TheWebSeeker.com in collecting such amounts. All prices are in United States dollars and do not include sales, use, franchise, value-added or import taxes, customs duties or other taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes and in such amounts as are necessary to ensure that TheWebSeeker.com receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to TheWebSeeker.com the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the setup, maintenance and other performance obligations of such party under the Agreement. You agree to promptly update all information to keep your account and Payment Method current, complete and accurate (such as a change in billing address or e-mail), and to promptly notify TheWebSeeker.com if your payment method is canceled, or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password.

YOUR SITE

You hereby acknowledge that TheWebSeeker.com is not responsible for the content or maintenance of your Web site(s), or Web sites owned or operated by any third party (including, without limitation, other advertisers) nor is TheWebSeeker.com responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Web site(s) or Web sites owned or operated by any third party (including, without limitation, other advertisers). You represent, warrant and covenant that: (i) all information you provide in connection with the Agreement and on your Web site is, and will be updated to remain, current and accurate, and (ii) the Web site to which any listing links will look the same to all end users regardless of the end users' location. You agree that your Web site does not contain any TheWebSeeker.com-owned or licensed content, including, without limitation, any TheWebSeeker.com listings, except pursuant to a separate signed agreement with TheWebSeeker.com.

CONFIDENTIALITY

"Confidential Information" means any information disclosed to you by TheWebSeeker.com, 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 TheWebSeeker.com; (ii) becomes publicly known and made generally available after disclosure to you by TheWebSeeker.com other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by TheWebSeeker.com 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 TheWebSeeker.com 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 TheWebSeeker.com's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to TheWebSeeker.com immediately upon TheWebSeeker.com's request, and also, upon termination of the Agreement. You may not issue any press release or other public statement regarding the Agreement.

REPRESENTATIONS AND WARRANTIES

You represent, warrant and covenant that you have sufficient authority to enter into the Agreement and that your use of TheWebSeeker.com's services is solely for lawful commercial and business purposes.

INDEMNIFICATION

You hereby agree to indemnify and hold harmless TheWebSeeker.com, and its parent and its and their information providers, officers, directors, Affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by TheWebSeeker.com to make your listings, results, and/or Programs available in connection with third party Web sites, applications and/or e-mails, and their respective officers, directors, agents, Affiliates, and employees (each, an "TheWebSeeker.com Entity" and collectively, the "TheWebSeeker.com Entities") from any and all claims, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your use of any Program, TheWebSeeker.com Marketplace, TheWebSeeker.com system or TheWebSeeker.com Web Site, your Web site, or your breach of any terms or representations or warranties contained in the Agreement. You agree to be solely responsible for defending any Claim against or suffered by a third party, TheWebSeeker.com and/or any TheWebSeeker.com Entity, subject to TheWebSeeker.com and/or any TheWebSeeker.com Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims to a third party, TheWebSeeker.com, and/or any TheWebSeeker.com Entity provided that you will not agree to any settlement that imposes any obligation or liability on TheWebSeeker.com and/or an TheWebSeeker.com Entity without TheWebSeeker.com's prior express written consent. Third party Web sites, applications and/or e-mails are collectively each a "Third Party Product".

WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT YOUR USE OF ANY PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY TheWebSeeker.com DISTRIBUTION NETWORK(S) AS DEFINED IN THE APPLICABLE PROGRAM TERMS), TheWebSeeker.com MARKETPLACE, TheWebSeeker.com SYSTEM OR TheWebSeeker.com WEB SITE IS AT YOUR OWN RISK. THE PROGRAMS, THIRD PARTY PRODUCTS, TheWebSeeker.com DISTRIBUTION NETWORKS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS, AND TheWebSeeker.com WEB SITES ARE ONLY AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER TheWebSeeker.com NOR ANY OF THE TheWebSeeker.com ENTITIES MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE PROGRAMS, THIRD PARTY PRODUCTS, TheWebSeeker.com DISTRIBUTION NETWORKS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS OR TheWebSeeker.com WEB SITES, THE SUCCESS OF YOUR USE THEREOF AS MEASURED IN ANY WAY, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH TheWebSeeker.com, THE AGREEMENT OR THE PROGRAMS, THIRD PARTY PRODUCTS, TheWebSeeker.com DISTRIBUTION NETWORKS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS OR TheWebSeeker.com WEB SITES OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THEREFROM, OR WEB SITES LINKED THERETO OR THEREFROM. TheWebSeeker.com HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL TheWebSeeker.com ENTITIES ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION: (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE PROGRAMS, THIRD PARTY PRODUCTS, TheWebSeeker.com DISTRIBUTION NETWORKS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS OR TheWebSeeker.com WEB SITES OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THEREFROM AND THROUGH THE WEB SITES LINKED THERETO OR THEREFROM OR THE SUCCESS OR NUMBER OF ANY CLICKS RESULTING THEREFROM; AND (2) ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION 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.

LIMITATION OF LIABILITY

ANY LIABILITY OF TheWebSeeker.com AND THE TheWebSeeker.com ENTITIES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, 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 FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO TheWebSeeker.com PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL TheWebSeeker.com OR ANY TheWebSeeker.com 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 PROGRAM, THIRD PARTY PRODUCT, TheWebSeeker.com DISTRIBUTION NETWORK, TheWebSeeker.com MARKETPLACE, TheWebSeeker.com SYSTEM OR TheWebSeeker.com WEB SITE OR WEB SITES LINKED TO 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 TheWebSeeker.com RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE PROGRAMS, THIRD PARTY PRODUCTS, TheWebSeeker.com DISTRIBUTION NETWORKS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS OR TheWebSeeker.com WEB SITES OR WEB SITES LINKED TO THEREFROM, INCLUDING, WITHOUT LIMITATION, THIRD PARTY SERVICE PROVIDERS, THOSE WITH WHOM TheWebSeeker.com CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE PROGRAMS, TheWebSeeker.com MARKETPLACES, TheWebSeeker.com SYSTEMS, AND/OR TheWebSeeker.com WEB SITES AND THOSE TO WHOM TheWebSeeker.com PROVIDES LINKS FOR CONTENT, ADVERTISING AND/OR ANY OTHER TYPE OF DATA OR INFORMATION.

TERMINATION

If you are dissatisfied with any aspect of a Program(s), your sole and exclusive remedy is to terminate the Agreement and/or the Program(s) Terms in writing. You and/or TheWebSeeker.com may terminate the Agreement, any Program Terms, and/or your participation in any Program, at any time, for any reason or for no reason, unless otherwise set forth in any of the Program Terms. Notwithstanding anything contained in the Agreement to the contrary, TheWebSeeker.com may, in its sole discretion, terminate or suspend your account, and/or discontinue or suspend your participation in all or part of any Program or on any Web site or Third Party Product that is part of an TheWebSeeker.com Distribution Network. Termination, suspension or discontinuation includes, without limitation, removal of your listings from any or all of the TheWebSeeker.com Marketplaces and TheWebSeeker.com Distribution Networks. Reasons for TheWebSeeker.com's determination to so terminate, suspend or discontinue your account or participation may include, without limitation, if TheWebSeeker.com believes that you violated the Agreement or other policies or guidelines of TheWebSeeker.com, a Third Party Product or a member of an TheWebSeeker.com Distribution Network, or if TheWebSeeker.com believes your conduct may be harmful to other consumers, advertisers or licensees who participate in (or offer to its users) an TheWebSeeker.com Marketplace (and/or any part thereof). All decisions made by TheWebSeeker.com in this matter will be final and neither TheWebSeeker.com nor any of the TheWebSeeker.com Entities shall have any liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Sections 2, 3, 4 (last two sentences only), 5 (last sentence only) and 6 through 15 of these Master Terms and Conditions and any applicable provisions specified in the Program Terms shall survive any termination of the Agreement.

NOTICES

TheWebSeeker.com may give general notices to you by posting on any TheWebSeeker.com Marketplace or any one of TheWebSeeker.com's Web Sites or by electronic mail to the e-mail address provided by you to TheWebSeeker.com. It is your responsibility to ensure that your e-mail address and any other contact information you provide to TheWebSeeker.com is updated and correct. All notices to TheWebSeeker.com shall be sent via recognized overnight courier or certified mail, return receipt requested, to: adv@TheWebSeeker.com

CHOICE OF LAW

Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Siracusa (italy), without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Siracusa (italy) or another location designated by TheWebSeeker.com. Any claim against TheWebSeeker.com arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

OTHER

You understand that TheWebSeeker.com is a subsidiary of CyberOptic Group, LLC, and that CyberOptic Group, LLC and TheWebSeeker.com use TheWebSeeker.com's services to advertise certain of their respective products and services. The Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and TheWebSeeker.com regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the 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 the Agreement and has like economic effect. TheWebSeeker.com shall have no liability under the 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. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement, without TheWebSeeker.com's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section 15 shall be void and of no force and effect. TheWebSeeker.com and any of its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by TheWebSeeker.com, and all implied licenses are disclaimed. Headings used in the 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 the Agreement. TheWebSeeker.com may change the Agreement and/or TheWebSeeker.com's Privacy Policy (as posted on or linked from an TheWebSeeker.com Web Site) at any time upon notice published on any of the TheWebSeeker.com Marketplaces or any one of the TheWebSeeker.com Web Sites or by e-mail notification to you. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of any Program, TheWebSeeker.com Marketplace, TheWebSeeker.com systems or TheWebSeeker.com Web Site after such notice shall be deemed to be continued acceptance by you of the Agreement and TheWebSeeker.com's Privacy Policy, including, without limitation, any amendments and modifications thereto. Notwithstanding anything to the contrary in TheWebSeeker.com's Privacy Policy, TheWebSeeker.com may share information described in its Privacy Policy with TheWebSeeker.com's parent CyberOptic Group, LLC and/or its Affiliates, and nothing contained in the Agreement will prevent TheWebSeeker.com from complying with privacy laws and regulations. TheWebSeeker.com reserves the right to discontinue offering any of the Programs, TheWebSeeker.com Marketplaces, TheWebSeeker.com systems, and/or TheWebSeeker.com Web Sites at any time. Except as otherwise specified by TheWebSeeker.com, you agree that you will direct all communications relating to any Program, TheWebSeeker.com Marketplace, TheWebSeeker.com Distribution Network or TheWebSeeker.com Web Site or your participation therein directly to TheWebSeeker.com and not to any other entity. Terms used but not defined herein shall have the meanings given to such terms in the Insertion Order or applicable Program Terms. If there is any conflict between the Master Terms and Conditions and Program Terms, the Program Terms shall control.

ELECTRONIC SIGNATURES EFFECTIVE: BY ELECTRONIC SUBMISSION, Advertisiers hereby agrees to the stated terms and conditions.

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