PLEASE READ THIS AGREEMENT (“AGREEMENT”) BEFORE USING THE SERVICES OFFERED BY VPP Technologies, Inc. (“VPP”). BY CLICKING ON THE “I ACCEPT” BUTTON, YOU (“PUBLISHER”) AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. VPP’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY VPP, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. 30-Day Test: Publisher will have thirty (30) days from Effective Date to test on Publisher’s Websites Supplied Content provided under this Agreement, during which either party may terminate this Agreement immediately without penalty upon written notice to the other party.
2. Term: One (1) year from the Effective Date. Thereafter, this Agreement will renew automatically for successive one-year periods. Either party may terminate this Agreement without penalty twenty-four (24) hours after giving written notice of termination to the other party.
3. Effective Date: The date upon which Publisher first clicks on the “I accept” button (as indicated in VPP’s electronic records).
4. Publisher’s Websites: This Agreement covers the domains owned or operated by Publisher.
5. Supplied Content: The following type[s] of paid content will be “ Supplied Content” under this Agreement:
   • Paid Search Results – including, but not limited to text, image, video, audio and graphical based keyword advertisements, not including Publisher’s direct advertisers.
6. Implementation: Publisher shall implement the Supplied Content in accordance with VPP specifications for the format, presentation, display and placement as described in the implementation documentation and otherwise in accordance with this Agreement. Paid Search Results shall be displayed with full title, description and URL as delivered by VPP. Publisher shall not modify any aspect of the Supplied Content provided by VPP (including the data contained therein), and shall ensure that the Supplied Content appears in the order provided by VPP.
7. Compensation: VPP shall pay Publisher an agreed upon rate or a rate that is no less than 50% of the Ad Network Gross Revenue within 45 days after the end of the calendar month in which such amounts were incurred. “ Ad Network Gross Revenue” means amounts reported, paid and collected by VPP from advertisers, advertising partners, ad networks and others, where applicable. Publisher is only paid for validated clicks on ads on Publisher’s Websites as reported by VPP. Payments shall be in U.S. Dollars. VPP has no obligation to make any payment in any period where the total due Partner is less than $300; VPP may hold such payments due Publisher until the amount due Publisher hereunder exceeds $300 and will remit such amount upon the next scheduled payment date.
8. Limitations: Publisher agrees that VPP may ignore or credit back “ Gross Revenue”, which it believes is fraudulent or invalid in nature. Publisher also agrees that VPP can only pay the Publisher for “Gross Revenue” for which VPP was able to charge its suppliers of Supplied Content. If Publisher generates any revenue while in violation of any requirement of this Agreement, VPP reserves the right to exclude, or request back, such revenue from its calculation of any amounts owed to Publisher. Payment shall be calculated solely based on records maintained by VPP. No other measurements or statistics of any kind shall be accepted by VPP or have any effect under this Agreement. VPP shall not be liable for any payment based on: (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by VPP; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above; or (iv) another breach of this Agreement by Publisher for any applicable pay period. VPP reserves the right to withhold payment or charge back Publisher’s account due to any of the foregoing or any breach of this Agreement by Publisher.
9. Below Average Quality: If the Publisher’s quality score index, as calculated from advertiser conversion rates from Supplied Content displayed for Publisher falls to five (5) or below for two (2) or more consecutive weeks, VPP shall have the right to terminate this Agreement upon twenty-four (24) hour written notice to Publisher.
10. Content Provider as Third Party Beneficiary: Publisher acknowledges that content providers are relying on this Agreement. Content providers shall be entitled to enforce the provisions of this Agreement with Publisher as they pertain to such content providers, as a third party beneficiary of this Agreement.
11. Governing Law: This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with Illinois law, without regard to conflict of law principles.
12. Indemnification: Publisher shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against VPP, which alleges facts that would constitute a breach of any warranty, representation or covenant made by Publisher under this Agreement or are related to Publisher’s breach of a material obligation under this Agreement; provided that VPP promptly notifies Publisher in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to Publisher (at Publisher’s expense and with Publisher’s choice of counsel), and cooperates fully with Publisher (at Publisher’s request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for Publisher to perform the foregoing. Publisher will not enter into any settlement or compromise of any such claim without VPP’s prior consent, which shall not be unreasonably withheld.
13. Limitation of Liability: EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF CONFIDENTIALITY AND INDEMNIFICATION, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL VPP’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT DURING THE THREE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
14. Disclaimer of Warranties: VPP IS NOT RESPONSIBLE FOR ANY CONTENT TO BE PROVIDED HEREUNDER OR FOR ANY SITES THAT CAN BE LINKED TO OR FROM THE CONTENT. VPP MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.
15. Authority: Publisher warrants that it has full power and authority to execute and be fully bound by the terms of this Agreement and will continue to be for the length of Term.
16. Force Majeure: Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performance if such delay or default is caused by unforeseen conditions beyond the reasonable control of the delaying or defaulting party, including acts of God, restrictions by a government authority, wars, revolutions, strikes (other than any strike by the delaying or defaulting party's employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services or servers, including but not limited to, degradation of all or part of an Internet backbone.
17. Confidential Information: The terms of this Agreement and information disclosed by VPP to Publisher are deemed Confidential Information. Such information includes without limitation all know-how, business processes, source code, algorithms, object code, click and performance data, technology, financial terms and information related to this Agreement. Publisher agrees (a) not to disclose any Confidential Information to any third parties, (b) not to use any Confidential Information for any purpose except to exercise rights and carry out responsibilities under this Agreement, (c) keep Confidential Information confidential using reasonable care.
18. Miscellaneous Terms and Conditions: Publisher shall not cache any Supplied Content. Publisher shall not offer its users incentives of any kind to use or click on any links within the Supplied Content. Publisher may not license out or redistribute Supplied Content to third parties. Supplied Content cannot be branded in any way unless approved in writing by VPP. If a content provider or VPP receives advertiser complaints about Publisher, VPP may terminate this Agreement immediately upon notice to Publisher. Publisher shall not allow any of the following to occur: (a) “blind links” (i.e., where users do not know that they will be performing a search), (b) misleading links in which a user is persuaded to perform a search in order to obtain some other benefit, (c) HotSpots, unless specifically approved by VPP, (d) searches from or after 404 or other error messages, (e) “exit traffic” (i.e., when the user is presented with search functionality or required to perform a search prior to exiting a web page), (f) searches required of the user in order for the user to perform another function, such as leaving a web page or closing a pop-up window, (g) searches performed upon a user hitting the back button or any other element of the browser, (h) searches in pop-up windows, (i) searches from users who were on adults sites, unless such users actively typed in the URL for Publisher’s Website, all as approved by VPP, (j) searches from banner or other advertisements, (k) searches from or within an email, unless specifically approved by VPP and (l) the syndication or delivery of paid content to any site not approved in writing by VPP or to any third party not approved in writing by VPP. If Publisher violates any provision of this section, then VPP may terminate this Agreement immediately upon notice to Publisher.

This Agreement and any Addendums collectively constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.

ADDENDUM #1
VPP Technologies, Inc. Publisher Terms of Service

1. A Publisher's Website domain must be approved in writing by VPP before Paid Search Results or Non-Paid Search Results can be displayed on the domain.
2. Publisher will display all Paid Search Results and Non-Paid Search Results on the next webpage displayed to a user after a query, with no interstitial content, at the same time as it displays the other content on that webpage. Publisher will not cache results.
3. Publisher will display results in the order provided by VPP.
4. Publisher will not truncate the full titles, descriptions and URLs provided by VPP and will not modify any part of the results. Publisher will display results in the language provided by VPP.
5. Publisher will not request results by any means except the links and will not place links on any website, software application or email except for the domains listed in Paragraph 4 of the Agreement as Publisher's Websites. Publisher will use commercially reasonable efforts to enable all of its users to access and use the links and results and to deliver all queries to VPP every time a user enters a search into a search box or a directory search by a hyperlink.
6. Max Queries are equal to 130% of the average number of queries sent by the Publisher in the prior seven day period. The queries from Publisher will not exceed Max Queries. If Publisher exceeds Max Queries, VPP may suspend services until the number of queries drops below Max Queries. If Publisher anticipates a significant increase in Max Queries, it may give notice to VPP of such, and VPP shall use reasonable efforts to accommodate the increase.
7. Publisher acknowledges that content providers are relying on this Agreement. Content providers shall be entitled to enforce the provisions of this Agreement with Publisher as they pertain to such content provider, as a third party beneficiary of such agreement. The Publisher acknowledgement that such content providers may terminate Publisher's ability to receive their results on 24 hour notice, for any reason or no reason.
8. The Publisher agrees that it will not assign any right to or syndicate the Supplied Content provided by VPP.
9. VPP shall be the exclusive supplier of Supplied Content on Publisher's Websites pages. Publisher shall not display, link to, or permit any third party to display or link to Supplied Content on Publisher's Websites pages where Supplied Content under this Agreement is provided.
10. Abuse of Services. Unless specifically allowed in this Agreement, Publisher will not authorize, permit, enable or engage in any of the following:
    1. Queries or clicks generated by any automated or fraudulent means;
    2. Queries or clicks on results generated by misleading or incented means, including:
       1. blind links (where users do not know that they will be performing a query or clicking on a Result);
       2. requiring a user to search or click in order to receive some other benefit, obtain some other result or perform another function (such as leaving a webpage or closing a window);
       3. pre-populating the search box;
       4. Publisher, its employees, contractors or agents clicking on the results except in the course of normal individual use; or
       5. offering a user any inducement of any kind to search or click on the results;
    3. Unauthorized implementations, including:
       1. use, display, syndication, sublicensing or delivery of the links, results or Marks anywhere other than on Publisher's Offerings;
       2. links placed on or Queries from or after 404 or other error messages;
       3. Queries from, or displays of results or links within pop-over or pop-under windows, in or through a downloadable application, or in or through an email; or
       4. using a software application that is downloaded to user's computers to drive traffic to any website on which links or results appear unless the application has been formally approved by VPP;
    4. Sending queries from users outside the acceptable territories (United States, United Kingdom, Germany, France, Korea, Canada, Italy, Spain, Norway, Sweden, Denmark and Australia) unless VPP provides Publisher with written permission to do so, or masking the true user agent or IP address of a user;
    5. Adding, deleting or changing terms or characters of a query;
    6. Display of anything (such as pop-up windows or expanding banners) that may obscure any portion of the links or the results or stripping, blocking, or filtering results by any means or in any way preventing or inhibiting the display of results in whole or in part; or
    7. Installing any program on a user's computer or replacing a user's home page, without the user's express and informed prior consent.
11. If Publisher violates any provision of this Addendum, then VPP may terminate the Agreement immediately upon notice to Publisher.
12. If Publisher generates any revenue while in violation of any requirement of this Addendum, VPP reserves the right to exclude, or request back, such revenue from its calculation of any amounts owed to Publisher.