ADVERTISER AGREEMENT

1. CONFIDENTIALITY

Any and all arrangements, and/or details, between SITE PROMOTIONS and CLIENT are made in strict confidence, and may not be disclosed to any third party without prior written consent from SITE PROMOTIONS.

2. REPRESENTATIONS

The undersigned represents that he/she is duly authorized to execute this agreement on behalf of CLIENT.

3. GOVERNING LAW

SITE PROMOTIONS and CLIENT agree that the laws of the district of The Commonwealth of Australia govern interpretation, performance and enforcement of this agreement.

4. NO REPRESENTATIONS

SITE PROMOTIONS does not make any representations, guarantees or warranties whatsoever with respect to the actual success of the services provided by SITE PROMOTIONS, its publishers or partners.

5. RENEWAL

Any renewal of the IO and the acceptance of any additional advertising order shall be at the agreement of both parties. Pricing and specifications are subject to change provided both parties prior to renewal agree to any such changes.

6. LIMITATION OF DAMAGES

In no event shall SITE PROMOTIONS be liable for any interruption of business, lost profits, any direct or indirect, special, incidental or consequential damages of any kind or nature.

7. LIMITATION OF LIABILITY

SITE PROMOTIONS shall not be responsible or liable for any errors in content or omissions or consequences, damages, costs, refunds or rebates of any kind arising from any interruption of service or other availability of Internet or web site in which advertising is displayed for whatever reason. In the event that a serving site or publisher does not deliver contracted advertising, SITE PROMOTIONS will seek alternative sources of advertising inventory. In the event that CLIENT’s site is unavailable, SITE PROMOTIONS is not responsible for any losses due to server downtime. Unless otherwise stated herein, services of SITE PROMOTIONS are provided “as is”. SITE PROMOTIONS disclaims all warranties of any kind, whether express or implied, including but not limited to the implied suitability of promotion specifications, and estimations of success. SITE PROMOTIONS will not be liable for any advertisers or content providers whose content appears in advertising placed by SITE PROMOTIONS, nor the content of any advertisements, web sites or web pages. SITE PROMOTIONS will deliver the services as defined in the IO irrespective of the rate or speed at which the service is provided, but is not responsible for any delays, or any damages as a result of delays.

8. SERVICE PAYMENTS

CLIENT agrees to pay SITE PROMOTIONS as per the “payment schedule”. Payment is to be made via wire transfer to coordinates supplied by SITE PROMOTIONS no later than 5 days following the date of this agreement. Credit card payments incur an additional charge of 5.4%.

9. PROMOTION PREPARATIONS

CLIENT agrees that SITE PROMOTIONS will design and host creative material.

10. CREATIVE MATERIAL LIABILITY

Following completion of the creative material, SITE PROMOTIONS will submit such material to CLIENT for approval. CLIENT may accept or reject the material, and/or suggest modifications. If modifications are required, SITE PROMOTIONS will make changes prior to resubmitting the page to CLIENT for approval. The process will be repeated as required. CLIENT accepts all liability for the material’s content, accuracy, and/or any legal implications for the publishing of the material.

11. CONCLUSION OF PROMOTION & CONTRACT CANCELLATION

The promotion will conclude, or the contract will be void, if or when one or more of the following occurs:

i. SITE PROMOTIONS fulfills its obligation as defined in the IO.

ii. SITE PROMOTIONS determines, at its own discretion, that CLIENT’s promotion is producing insufficient profits.

iii. In the course of its investigations, SITE PROMOTIONS determines at its own discretion that CLIENT’s promotion involves legal implications, or any other matters, that would be potentially harmful to SITE PROMOTIONS and its operations.

iv. Prior to promotion, an agreement between SITE PROMOTIONS and CLIENT cannot be made regarding the design of creative material.

12. ACCEPTABLE RATE OF SERVICE DELIVERY

CLIENT agrees that SITE PROMOTIONS will run the promotion as stated in the IO in its entirety, irrespective of the rate of which the advertising is provided. SITE PROMOTIONS may increase the inventory used if required. Otherwise, the promotion will cease, or alternate mutually acceptable arrangements will be made. If the promotion ceases, payment for any undelivered services will be refunded.

13. REFUND OF UNDELIVERED SERVICES

In the event that any of the situations described in clause 11 (eleven) arise, SITE PROMOTIONS will refund the balance to CLIENT for any undelivered services. Transaction fees are non-refundable.

14. PROMOTION SCHEDULE

CLIENT agrees that SITE PROMOTIONS will conduct the promotion in its entirety irrespective of any circumstances, with the exceptions of terms stated herein. Under no circumstances shall the promotion specifications, IO, or contract, be modified without prior written consent from SITE PROMOTIONS.

15. MISCELLANEOUS

This agreement supersedes all prior agreements, whether written or oral.