THIS AGREEMENT (THE "AGREEMENT") IS A NON-EXCLUSIVE CONTRACT BETWEEN YOUR SITE ("YOU" OR THE "PARTNER") AND LONGTAIL AD SOLUTIONS, INC., ITS SUCCESSORS AND ASSIGNS (WE OR "LONGTAIL"). IN ORDER TO BECOME A LONGTAIL PARTNER, YOU MUST REGISTER WITH LONGTAIL AND CLICK I AGREE AT THE END OF THIS DOCUMENT. THIS IS A LEGAL DOCUMENT WITH BINDING OBLIGATIONS AND BY CLICKING I AGREE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU AGREE TO BE BOUND, YOU WILL BEGIN A TWO-WEEK EVALUATION PERIOD (THE EVALUATION PERIOD) AS A LONGTAIL PARTNER, WHICH MAY BE EXTENDED BY MUTUAL AGREEMENT AND DURING WHICH PERIOD NO SERVICE FEES OR REVENUE FEES ARE DUE FROM YOU TO LONGTAIL, AND NO BACKFILL PAYMENT PERCENTAGE FEES ARE DUE FROM LONGTAIL TO YOU. WITHIN TWO (2) BUSINESS DAYS AFTER YOUR EVALUATION PERIOD EXPIRES, YOU WILL RECEIVE, VIA E-MAIL TO THE E-MAIL ADDRESS YOU PROVIDED AT REGISTRATION, THE FEE SCHEDULE TO THIS AGREEMENT WHICH LISTS THE SERVICE FEES, REVENUE SHARE FEES, AND BACKFILL FEES APPLICABLE TO THIS AGREEMENT IN THE EVENT YOU CHOOSE TO EXTEND IT. BY RESPONDING TO THE E-MAIL INDICATING YOUR ACCEPTANCE, YOU EXTEND THIS AGREEMENT AND THE FEE SCHEDULE BECOMES INCORPORATED HEREIN. IF YOU DO NOT AFFIRMATIVELY INDICATE YOUR ACCEPTANCE OF THE FEE SCHEDULE WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE THE FEE SCHEDULE IS SENT TO YOU, THIS AGREEMENT WILL EXPIRE.

Registration
To register with the LongTail Ad Solutions Service, including telecommunications and hosting infrastructure, inclusive of bandwidth; security and monitoring services; and third-party technologies and networks, inclusive of geo-targeting technologies and advertising networks (the Service), you must create a username and password and provide certain true and accurate information about yourself, including your name, address, and a valid e-mail address. You are solely responsible for maintaining the confidentiality of your password and for all activity that occurs under your account.

Membership Requirements
You represent and warrant that you possess the necessary rights to place advertising content on the Web pages listed in your account and to collect compensation for that content, and will comply with all of the terms and conditions set forth in this Agreement. You represent and warrant at the time you accept this Agreement as provided herein, and for the duration of your use of the Service, that the content placed upon Web pages and registered to your LongTail account will not infringe upon or violate any right of any third party.

You affirm that you are at least eighteen years of age, or an emancipated minor, and are fully able and competent to accept, make, and/or perform the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement.

Corporate Representations and Warranties
You represent that you have full power and authority to enter into this Agreement and to carry out the provisions hereof, and the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument, or understanding to which you are a party or by which you may be bound, nor violate any law or regulation of any court, governmental body or other agency having jurisdiction over you.

You hereby represent and warrant that all data that you submit in connection with your use of the Service is true and accurate. You assume any and all liability associated with the commitments and representations you make in this Agreement. In the event we determine, in our sole discretion, that you have made a misrepresentation, failed to abide by a warranty or covenant, failed to meet or maintain our eligibility or content standards, we may terminate your account with LongTail and/or retain any payments due to you.

We reserve the right to reject any Web Site in your LongTail account for use of the Service. Each time you add, update or reactivate a Web Site in your LongTail Ad Solutions account, you will be deemed to reaffirm your understanding and acceptance of the current version of this Agreement.

Services
During the term of and subject to the terms and conditions of this Agreement, LongTail grants to Partner a non-exclusive, nontransferable limited use license to use the LongTail Service solely for the purpose of inserting advertisements into video streams or other products mutually agreed upon by the parties. Upon acceptance of this Agreement by Partner, LongTail will complete, in a timely manner and with the cooperation of the Partner, activation of the Service for Partners Evaluation Period. After the Evaluation Period, upon acceptance of the Fee Schedule by Partner, LongTail will extend Partners Service activation beyond the Evaluation Period.

Reporting
You hereby agree and acknowledge that data recorded and tracked manually by us or by our Service and reconciled at month-end by us will be used as the sole basis for calculating payments and fees associated with your use of the Service. After the Evaluation Period, if the term of this Agreement is extended, you will have access to the estimated tracking data relevant to your LongTail account via the online reporting located on the LongTail website. All estimated tracking data is subject to reasonable adjustment and accounting reconciliation by us. Therefore, we cannot and do not make any representations or warranties (express or implied) as to the accuracy of data displayed at any time in the online reporting located on the LongTail website.

Any disputes between you and LongTail regarding the number of impressions generated by your LongTail account shall be decided solely in accordance with reports generated from our systems. Determinations rendered by us in respect of any such disputes shall be final and binding. Any attempt by you (or by persons and/or machines associated with, or under your control or direction) to control, alter, change, modify, manipulate, influence or otherwise affect the generation of impressions so as to conflict in any way with this Agreement, or otherwise conflict with the functions of the Service, shall result in: (a) the immediate disqualification of the your LongTail account from any future use of Service, and (b) the forfeiture of any and all unpaid payments to such disqualified LongTail account.

Payment and Collection
Upon expiration of the Evaluation Period and acceptance by Partner of the Fee Schedule, the fees listed on the Fee Schedule shall be applicable to Partners use of the Service retroactive to the date of expiration of the Evaluation Period. LongTail shall issue invoices to Partner at the address identified by Partner during registration with the Service. All accounts more than thirty (30) days past due will be charged the interest from the due date of the lesser of (i) 2% per month on the past due amount; or (ii) the highest rate permissible under applicable law for the actual number of days elapses. LongTail may elect to suspend, interrupt or terminate the Service on any account that is past due by more than thirty (30) calendar days until all payments then due are received. LongTail may elect to run only its own advertisements and to retain all revenue generated therefrom until LongTail has earned an amount equal to the delinquent Service Fee plus interest. Partner will continue to be obligated to pay all amounts accruing pursuant to the terms of this Agreement in the regular course, notwithstanding the discontinuance. LongTails right to discontinue the Service is in addition to, and not in lieu of, LongTails termination right described in the Termination section, and LongTails election to discontinue the Service will not operate as a waiver of those rights. LongTail reserves the right to terminate this Agreement in accordance with the Termination section at all times. In the event of suspension, Partner must remit full payment of the balance due to LongTail in order to reactivate its account. If Partner is delinquent in payments, LongTail may, upon written notice to Partner, modify the payment terms to require full payment before the further provision of Services or require other assurances to secure Partners payment obligations hereunder. Partner is responsible for paying all costs of collection, including, but not limited to reasonable attorneys fees and, where lawful, collection agency fees.

Content
LongTail retains an absolute right of approval or refusal for all sites submitted to use the Service, and we retain the right to refuse any Web Site(s) from using the Service if a content violation is discovered by us at any date. Web Sites and content that will be rejected include, but are not limited to those engaged in or facilitating software pirating, hacking, or any other illegal activity. We cannot and do not assume responsibility or liability for the content of any Web Sites that you submit to use the Service. It is your sole responsibility to maintain acceptable content, and to refrain from submitting any content that may violate copyright, other intellectual property or other laws. If for any reason any third party commences legal action against LongTail, its officers, directors, employees, representatives and agents and advertisers (the Indemnified Parties) based on the content appearing on a Web Site submitted by you, you are solely responsible for, and agree to indemnify the Indemnified Parties against, any and all such claims.

Up-Time Availability & Limited Remedy for Disruption of Services
Excluding scheduled maintenance, as described below, and disruptions due to circumstances or events not within LongTails reasonable control such as, but not limited to, events related to Force Majeure or an unauthorized act of a third party, LongTail guarantees that (i) the Service will be available to Partner, defined as communications, 99.5% of the time; (ii) the specific hardware, operating system, application software, and network equipment located and managed in LongTail facilities and other points of presence utilized to deliver the Service will be available 99.5% of the time. Both parties acknowledge and agree that LongTail is not responsible for slow performance when caused by low-performance end-user computers, low-bandwidth end user Internet connections, periodic network congestion among LongTail backbone network providers, and low-bandwidth connectivity from redirected image and video sources, improperly configured campaigns, and low-bandwidth connectivity from any Partners content servers. In the event, LongTail identifies slow performance due to its system, LongTail shall use commercially reasonable efforts to restore the Service to acceptable performance levels and will notify Partner via e-mail and/or telephone. Partners sole and exclusive remedy in the event of any disruption of the Service shall be termination of this Agreement upon written notice to LongTail within five (5) days of such disruption.

Partner Responsibilities
You, the Partner, shall be solely responsible for any and all obligations, restrictions, liabilities or other claims arising from, or related to any payment made to you pursuant to this Agreement, including without limitation, any such obligations, restrictions, liabilities or claims imposed or required by (i) the laws and regulations of your country of residence, or any other applicable laws or regulations of government bodies, foreign or domestic, (ii) contractual obligations or commitments, or (iii) any policies or other guidelines or restrictions applicable to you, including without limitation, the policies of any organization with which you may be associated.

You agree to place prominently and maintain on all Web Sites on which you place advertising content using the Service, and to operate in accordance with and to comply with, a privacy statement or policy that adheres to or exceeds applicable law and widely-accepted industry guidelines, such as the TRUSTe Privacy Program, the Better Business Bureau Privacy Practices or the DMA-accepted privacy statements.

Proprietary Rights
All proprietary rights, including without limitation, service marks, trademarks, trade names, logos, trade dress, audio, video, copyrighted works and other works of authorship, software in source code or object code form, and other proprietary rights of LongTail, in whatever form or media (collectively, "Company Property"), or relating to any advertisement submitted to the Service ("Sponsor Property"), are and will continue to be the sole property of LongTail, our licensors or our sponsors, respectively. You will not acquire any ownership interest in or to Company Property or Sponsor Property pursuant to this Agreement. You shall not reverse engineer, decompile, disassemble, decrypt or otherwise attempt to reconstruct the source code or object code for any Company Property or Sponsor Property, except the extent expressly permitted by law. Similarly, all proprietary rights, including without limitation, service marks, trademarks, trade names, logos, trade dress, audio, video, copyrighted works and other works of authorship, software in source code and object code form, or other proprietary rights relating to your Web Site and owned by or licensed to Partner ("Partner Property") submitted pursuant to the terms hereof, in whatever form or media, are and will continue to be the sole property of the Partner.

Non-Infringement
You hereby represent and warrant to us and our advertisers that you are either the owner, permitted licensee, or are otherwise expressly authorized to use, in accordance with the terms and conditions hereof, all of the Partner Property and any other proprietary rights which you propose to associate with LongTail and the Service pursuant hereto. You hereby agree to indemnify the Indemnified Parties with respect to any suit, claim or proceeding brought against any Indemnified Party alleging that any Partner Property or use of, or association with, any Partner Property or related material contained on your Web Site(s), or any use of any Company, Sponsor or Partner Property served into Partners video player using the Service or otherwise furnished by you pursuant to this Agreement, constitutes an infringement or violation of any proprietary right or right of privacy or publicity.

Indemnification
You further agree to indemnify and hold harmless LongTail, its officers, directors, employees, representatives and agents and its advertisers from and against any and all liabilities, costs or expenses, including reasonable attorneys fees, incurred by any such indemnified party or parties as a result of your breach of this Agreement and any act or omission by you with respect to the Web Site(s) in your LongTail account, Partner Property, or any actions arising out of or related to the subject matter, text, graphics or other content or material on or associated with the Web Site(s) submitted to your LongTail account. Upon becoming aware of a claim for which indemnification is sought, the Indemnified Party shall promptly notify, by email and in writing, you (the "Indemnifying Party") of the liabilities, costs or expenses, including reasonable attorneys fees (collectively, the Losses), which notice shall include reasonable detail in support of the amount of such Losses, provided, however, that the failure to give timely notice shall not affect the right to indemnification hereunder except to the extent that the Indemnified Party is actually damaged or prejudiced by such delay. The Indemnifying Party agrees to cooperate and make available to the Indemnified Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense.

Limitation of Liability
OTHER THAN CLAIMS FOR BREACH OF CONFIDENTIALITY OR CLAIMS SUBJECT TO PARTNERS INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM BREACH OF THE AGREEMENT, THE USE OR INABILITY TO USE THE SERVICE OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. OTHER THAN FOR CLAIMS FOR BREACH OF CONFIDENTIALITY, THE MAXIMUM AGGREGATE LIABILITY OF LONGTAIL FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO FEES PAID BY COMPANY TO LONGTAIL IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM. No Additional Warranties EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, LONGTAIL DOES NOT MAKE, AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, COMPANY PROPERTY, SPONSOR PROPERTY, OR ANY OTHER MATERIALS PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. Taxes
You are solely responsible for all federal, state, local or other applicable taxes that might apply to you in respect of payments received by you from LongTail. Whenever and wherever applicable, we may be required to withhold certain taxes or other assessments from your payments in order to comply with various local, state, federal, or international laws and regulations, and we reserve the right to do so. We may also be required to file paperwork with government agencies, and in the event we are so required, you agree to reasonably assist us by completing any necessary forms that we request you to fill out.

Governing Law
All questions concerning the validity, operation, interpretation and construction of this Agreement shall be governed by and determined in accordance with the laws of the State of New York, United States of America, without any reference or regard to its conflict of laws rules. The state courts in New York County, New York and the United States District Court for the Southern District of New York will have exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement and you hereby consent to such jurisdiction. In the event any dispute arises hereunder, we reserve the right to seek all forms of relief to which we may be entitled, including damages, injunctive relief and attorneys' fees and expenses incurred in connection with any such dispute.

Non-Disclosure
Each party acknowledges that it will have access to certain confidential information of the other party concerning the other partys business, plans, customers, technology, and products, and other information held in confidence by the other party (Confidential Information). Confidential Information will include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should reasonably be considered confidential. Confidential Information of LongTail will also include, but not be limited to, this Agreement. Each party agrees that it will not use Confidential Information of the other party in any way for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor will it disclose to any third party (except as required by law or to that partys attorneys, accountants and other advisors as reasonably necessary) any of the other partys Confidential Information and it will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to protect its own Confidential Information. Upon termination or expiration of this Agreement for any reason, each party will return to the other party or destroy, at the other partys request, all Confidential Information of the other party and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.

Independent Contractors
In performing the obligations contained in this Agreement, we and you shall each have exclusive control over the means, methods and details of meeting the respective obligations for which each is responsible hereunder, and at all times will be acting in their capacity as an independent contractor and not as an employee or agent of the other party.

Term and Termination of this Agreement
This Agreement shall be effective upon your registration with LongTail and your clicking I ACCEPT at the end of this document. This Agreement shall expire after the Evaluation Period unless you expressly assent to all terms and conditions of this Agreement and such pricing as shall be agreed upon by the parties, in which event this Agreement shall remain in effect until terminated hereunder. You must notify LongTail in writing at least five (5) business days prior to termination being effective. We retain the right, exercisable in our sole discretion and at any time, to terminate this Agreement immediately upon transmission of an electronic mail message to you terminating this Agreement. In the event you are terminated as a Partner by us, (i) all unpaid service fees and revenue share payments incurred by you shall be due immediately; and (ii) you shall be entitled to any backfill ad revenue fees earned, but unpaid, prior to the date of such termination, provided, however, that you shall not be entitled to any unpaid backfill ad revenue fees if such termination is based upon your violation of the provisions of this Agreement, as determined solely by us. After the Evaluation Period, you may terminate this Agreement by e-mail response or by failure to respond within ten (10) business days to LongTails e-mail regarding pricing. The following provisions of this Agreement shall survive termination or expiration of this Agreement: Proprietary Rights, Non-Infringement, Indemnification, Limitation of Liability, Warranty Disclaimer, Taxes, Governing Law, Non-Disclosure, Term and Termination, and General.

Assignment
We may assign this Agreement upon notice to you. You may not assign or transfer this Agreement or your rights or obligations under this Agreement without the prior written consent of LongTail, and any such attempted assignment shall be void.Any new owner or transferee of Web Site(s) or page(s) previously registered with LongTail must re-register such site(s) or page(s) with LongTail.

General
In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys fees. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

LONGTAIL AD SOLUTIONS
242 W. 36th Street, 3rd Floor
New York, New York 10018
P: 212.529.2375
F: 212.656.1335