1.1.

The Client hereby retains and appoints the Representative during the term of this Agreement as the exclusive seller of Client’s advertising space within the Inventory on the terms set forth in the Representation Form.  For the purpose of this Agreement, the term “Inventory” shall have the meaning set forth in the Representation Form.

1.2.

The Representative accepts the appointment and agrees to use its efforts in the solicitation and sale of advertising space within the Inventory and in the advancement and promotion of said Inventory, adhering at all times to the established policies of the Inventory.

1.3.

It is understood and agreed that all Advertising sold by Representative will be solely approved, trafficked, served and optimized by Representative with Representative’s chosen ad serving technology.  For the purpose of this Agreement, the terms “ Advertising ” or “ Advertisement ” shall mean advertising sold by Representative, in any media or form, for an advertisers’ brands, products or services, for placement on Client’s products and services, in any media or form, including without limitation, web sites and email lists.

II.

FEES AND PAYMENT

2.1.

Fees

During the term of this Agreement, Representative shall remit to Client an amount of the Revenue as set forth in the Representation Form. For the purpose of this Agreement, " Revenue " shall mean and include all amounts billed and received, net of refunds, by Representative for Advertising generated and sold by Representative on Client’s Inventory. Representative shall be entitled to commissions on all Advertising during the term of this Agreement, and, upon termination of this Agreement, on all Advertising contracts agreed to in writing during the term hereof.

2.2.

Traffic Calculation

2.3.

Payments

Representative will make payments to Client within the period set forth in the Representation Form. Representative shall not be liable for monies billed but not cleared and collected from advertisers. Representative will pay the Client only for months in which earned revenue exceeds Minimum Payment for the month. Revenue which is not paid to the Client in any month will be credited to the account of the Client and paid later, when accrued revenue exceeds Minimum Payment.

2.4.

Expenses

The Representative shall bear all its expenses and obligations incurred in connection with its solicitation and sale of advertising space on the Inventory, including travel and entertainment expenses. In the event Client requests the Representative to travel, attend trade shows/conventions or sales meetings or perform other services not in the normal course of its duties, Client will promptly reimburse Representative for all reasonable expenses incurred.

2.5.

Additional Expenses

Client shall be responsible for paying any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including, but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable.  Client also agrees that Representative is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

3.1.

General Requirements

To enable Representative to maximize the Advertising revenue for the Inventory, Client hereby agrees to, at minimum, the following:  (i) enable Client websites’ pages to display all forms of “rich media” Advertising, subject to both parties’ approval; (ii) allow Representative to link to the Client and its content from all websites and blogs owned and/or managed and/or represented in any way by Representative; and (iii) provide all or some portion of the following items for Advertising:  banners in the form of 728x90 pixels, 300x250 pixels, 160x600 pixels and other such units requested by advertisers.

3.2.

HTML Tagging