To utilize AdOn Network's AdOn Direct product, please read the following AdOn Direct Terms and Conditions carefully before registering. After you have reviewed, and if you agree to the terms, click the "I agree to the AdOn Network AdOn Direct Terms and Conditions" box on the registration form. You must agree to all of the Terms and Conditions set forth below, as well as any referenced policies or guidelines. If you do not agree to all the Terms and Conditions set forth below, you should not check the "I agree" box. AdOn Network's acceptance is expressly conditioned upon your assent to the entire agreement.

AdOn Network reserves the right to change or modify any of the Terms and Conditions set forth in this document or any policies or guidelines relating to the AdOn Network site (the "Site"), at any time and in its sole discretion. Any changes and/or modifications to these Terms and Conditions shall be effective upon the posting of them on the Site. Any changes or modifications to referenced policies and guidelines may be posted without notice. Your continued use of this Site and the Services (as defined below) following AdOn Network's posting of any change or modification will constitute your acceptance of such changes or modifications.

AGREEMENT

BEFORE YOU ("Partner") CLICK THE "I AGREE" BOX, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BOX YOU ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS AS SET FORTH BY THIS AGREEMENT. YOU MUST AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, AS WELL AS ANY REFERENCED POLICIES OR GUIDELINES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH BELOW, YOU SHOULD NOT CHECK THE "I AGREE" BOX.

MyGeek will non-exclusively provide Partner the ability to create and maintain advertiser accounts registering to display their site information on Partner site and the AdOn Network via a keyword bid-management system ("AdOn Direct"). AdOn Network agrees to maintain all the necessary technology, infrastructure and customer support to deliver AdOn Direct. Partner agrees to make best efforts to properly promote the AdOn Direct Service.

AdOn Network will non-exclusively provide code to approved Partners so that Partner may access the AdOn Network search database via a URL provided by AdOn Network. The AdOn Network search results will be packaged into an XML (or like) object and delivered to Partner's server(s). Partner will pass these search results to the Customer site or end user. All content and links returned to Partner, including images, titles, and descriptions, shall be displayed to the end user except as mutually agreed upon in writing by both parties.

REVENUE

Revenue is based on revenue share percentages. Revenue percentages are displayed on the Partner's revenue reports within the AdOn Direct system. Payments will be made solely based on these reports.

Payments shall be made on balances of $200.00 or more on a net 30 basis. For the purpose of this instrument, net revenue shall be defined as the amount collected by AdOn Network for Valid Click Throughs and Cost Per Views ("CPV")

AdOn Network reserves the right to withhold any amounts it determines in its sole discretion that were not VCTs or validly earned. VCTs are defined as the action of a human user clicking on a hypertext link or image link or conducting a search, which subsequently directs the user's browser to an AdOn Network server and ultimately to the website of a AdOn Network advertiser (in the main browser or popup), but not including click throughs determined by AdOn Network to not be valid including but not limited to incentivized, non-human, automated or robotic clicks, fraudulent clicks, multiple or repetitive clicks, AdOn Network blocked IP clicks, cached listings clicks and clicks from IP addresses not originating from the following countries (U.S. Canada, UK, France, Germany, Belgium, Italy, Spain, Greece, Portugal, Austria, Netherlands, Denmark, Sweden, Norway) according to the open source database provided by Maxmind.com.

For approved Partners, Cost Per View ("CPV") is also defined as a valid clickthrough, where a CPV is the displaying of an advertisers web page as a popunder in association with a contextually relevant website or the displaying of an advertisers CPV Text link.

DOWNLOADABLE SOFTWARE

Spyware refers to the types of software programs downloaded to consumer�s personal computer either as a stand-alone application or as a part of a software bundle that collects (i) information about a consumer�s internet activities or (ii) other personal information without providing meaningful notice to the consumer or obtaining the consumer�s consent. Spyware may alter personal computer settings and is often extremely difficult to remove once installed. AdOn Network rejects the use of spyware in its network, and any use of spyware to obtain click throughs is considered a breach of the Agreement and will result in immediate termination of this Agreement and forfeiture of any payments due to Partner.

Adware refers to the types of marketing applications downloaded to a consumer�s personal computer either as a stand alone application or as a part of a bundle, whose primary purpose is to deliver advertising content and messages that may or may not be based on an individual�s internet activity. Adware can be useful to many consumers because it provides timely, relevant and money-saving information or it helps defray the cost of free linked software programs. Adware should provide meaningful notice and explanation of its key features and functions. Adware companies should obtain the consumer�s informed consent before launching any adware applications on a consumer�s computer system. Adware should be readily identifiable and easily removed at the consumer�s discretion. AdOn Network allows for the use of adware in its network provided such adware meets with the following guidelines:

• Companies offering Adware to consumers should obtain contemporaneous, affirmative consent from the consumer prior to download of Adware and/or bundled software onto the consumer's computer. Adware companies should provide an easy-to-find, easy-to-understand, prominent explanation that the program will deliver advertisements once it is installed, as well as any other information important for consumers to know so they can decide whether to install the software.
• In addition to obtaining consent from new prospective consumers, Adware companies should obtain consent in the manner described above from all consumers who previously received such Adware (i.e., "Legacy Users") if such Legacy Users will be receiving advertisements from AdOn Network.
• Adware companies should provide consumers with an easy-to-find, easy-to-understand, and easy-to-use means to un-install the Adware at any time they choose. Un-install applications should clearly identify all programs and applications that will be removed as part of the un-install. This includes, but is not limited to, all programs contained in a bundled software offer and the creator/source of the Adware offer. Un-install applications should be available from the Add/Remove Programs facility in the consumer's operating system.
• Adware companies should conspicuously identify the creator of the Adware application in all download offers and resulting marketing communications which are delivered outside of a consumer's browser window, such as pop-unders and pop-ups.

Partners who display AdOn Network advertising through adware must demonstrate compliance with these guidelines by providing a copy of all adware through which they will cause AdOn Network advertising to be displayed. Partners are prohibited from causing AdOn Network adverting to be displayed in any adware not compliant with these guidelines. Any violation of these terms will result in termination of this Agreement and forfeiture of any payments due Partner.

PROMOTION

Press release(s) with regards to the relationship resulting from this agreement.are subject to prior written approval by both parties.

GRANTS OF RIGHTS

GRANT OF LICENSE BY AdOn Network
Subject to the terms and conditions of this Agreement, AdOn Network hereby grants to Partner a non-exclusive, royalty-free, worldwide license under all of AdOn Network's intellectual property rights to use, reproduce, publicly display, publicly perform, distribute and transmit (collectively, "Intellectual Property Rights"): (a) the AdOn Network and AdOn Direct Content and Brand Features in the Partner Site solely to the extent permitted in the exercise of its rights under this Agreement, and to the extent necessary to perform its obligations under this Agreement; and (b) the AdOn Network and AdOn Direct Brand Features on the Partner Site solely for the purposes of exercising its rights under this Agreement and promoting the relationship with AdOn Network. Any display of AdOn Network's Brand Features will comply with the brand usage guidelines communicated by AdOn Network in writing to Partner from time to time.

GRANT OF LICENSE BY PARTNER
Subject to the terms and conditions of this Agreement, Partner hereby grants to AdOn Network a non-exclusive, royalty-free, worldwide license under all of Partner's Intellectual Property Rights to use, reproduce, publicly display, publicly perform, distribute and transmit: (a) the Partner Content and Brand Features in the AdOn Network Site solely to the extent permitted in the exercise of its rights under this Agreement, and to the extent necessary to perform its obligations under this Agreement; and (b) the Partner Brand Features on the Partner Site solely for the purposes of exercising its rights under this Agreement and promoting the relationship with the Partner. Any display of Partner's Brand Features will comply with the brand usage guidelines communicated by Partner in writing to AdOn Network from time to time.

SUBLICENSING RIGHTS
Except as between AdOn Network, neither party will have any right to sublicense the rights granted to any third parties, including without limitation affiliates, parents, and subsidiaries, without the other party's prior written consent.

RESERVED RIGHTS
Except as between AdOn Network, neither party will have any right to sublicense the rights granted to any third parties, including without limitation affiliates, parents, and subsidiaries, without the other party's prior written consent.

PROPRIETARY INFORMATION

CONFIDENTIALITY
Both parties hereby acknowledge that in the course of activities under this Agreement each of them may have access to non-public and proprietary information which relates to the other party's marketing, business, and technology (the "Confidential Information"). Each party agrees to: (a) preserve and protect the confidentiality of the other party's Confidential Information with the same degree of care it uses to protect its own Confidential Information of like nature, but in no event less than reasonable care: (b) refrain from using the other party's Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and obligations under this Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to the Confidential Information of the disclosing party, as shown in records of the receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (d) required to be disclosed by law or court order. Moreover, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court of competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto. Each party shall treat the terms of this Agreement as "Confidential Information."

OWNERSHIP

BY AdOn Network
As between AdOn Network and Partner, AdOn Network will have and retain full and exclusive right, title and ownership interest in and to: (i) the AdOn Network Content, (ii) the AdOn Network Brand Features, (iii), the AdOn Network Network defined as the web site www.AdOn Network, and (iv) any and all Intellectual Property Rights to each and all of the foregoing.

BY PARTNER
As between Partner and AdOn Network, Partner will have and retain full and exclusive right, title and ownership interest in and to: (i) the Partner Content, (ii) the Partner Brand Features, (iii), the AdOn Network of owned and operated web sites, and (iv) any and all Intellectual Property Rights to each and all of the foregoing.

BY AdOn Network AND PARTNER
Both AdOn Network and Partner will co-own all data collected from Partner pay-for-placement advertisers derived from AdOn Direct.

WARRANTY

Neither party makes any warranty to the other party pursuant to this Agreement with respect to search engines, search results, websites or any other products or services provided by either party. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, THE PARTIES MAKE NO REPRESENTATION, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING PRODUCTS OR SERVICES PROVIDED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR THE COURSE OF PERFORMANCE.

AdOn Network does not endorse any information provided through the use of its search database. Partner agrees and acknowledges that AdOn Network has no obligation to verify the contents of any website that is included in AdOn Network's search engine results or database that is accessed by Partner or any Consumer and that AdOn Network expressly disclaims any responsibility to verify such content.

ALL CODE AND CONTENT ARE PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE NATURE, RELIABILITY OR ACCURACY OF THE CODE OR CONTENT OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

INDEMNIFICATION

Each party agrees to indemnify the other party hereto and to hold the indemnified party harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by the indemnified party, arising out of or related to (i) the indemnifying party's breach of any of the foregoing representations and warranties; (ii) nonfulfillment of any obligation hereunder to be performed by the indemnifying party; (iii) infringement or alleged infringement of a third party's intellectual property rights resulting from the indemnified party's exercise of its rights under this Agreement; or (iv) any breach of the End User License Agreement by Partner associated with the sublicense of the Software to users. Each party shall promptly notify the other party of any threat of a claim that such party becomes aware of and that may give rise to a request for indemnification hereunder.

LIABILITY

Under no circumstances shall either party be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not such party had been advised of the possibility of such damages) arising from any aspect of the relationship provided for herein. Without limiting the generality of the foregoing, any liability of either party shall be limited to the total amount paid to Partner by AdOn Network under this Agreement.

TERMS

This Agreement will become effective as of the Effective Date and, unless sooner terminated as provided below, shall remain effective for a period of one (1) year following the Effective Date (the "Term"). This Agreement will automatically renew for consecutive one (1) year periods (each, a "Renewal Term") unless either party provides thirty (30) day notice to the other of its intention to terminate the Agreement. AdOn Network reserves the right to terminate this Agreement at any time AdOn Network deems, in its sole discretion, that an unacceptable number of searches generated by Partner or consumers are not legitimate searches and/or are fraudulent in nature. This Agreement shall automatically terminate if one or both of the parties dissolve its business or files for bankruptcy petition. Upon termination each party relinquishes any and all right(s) and privilege(s) granted hereunder.

MISCELLANEOUS

This Agreement sets forth the entire agreement between Partner and myGeek and supersedes any and all prior and contemporaneous agreements (whether written or oral) of myGeek and Partner with respect to the subject matter set forth herein. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given if delivered by hand or mailed, certified or registered mail or via overnight delivery service, with postage prepaid to the address set forth in the first paragraph of this Agreement, or to such other person or address as a party may designate in writing pursuant to this Section. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement shall be interpreted, construed and enforced in all respects in accordance with laws of the State of Arizona, without regard to the actual state or country of incorporation or residence of Partner. Partner hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of Arizona and the federal courts situated in Maricopa County in the State of Arizona in connection with any action arising under this Agreement. In the event that any provision of this Agreement shall be held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining portions hereof shall remain in full force and effect. Partner may not assign this Agreement, in whole or in part and any such attempted assignment shall be void and without effect, except that it may be assigned by a party in the event of its merger or acquisition, and then only to the surviving or acquiring company. The Partner Warranties, Limitations on Liability and Indemnity provisions will survive any termination or expiration of this Agreement. This Agreement may be executed in counterparts, via facsimile, each of which shall constitute an original but all of which taken together shall constitute one and the same agreement.