NETWORK ADVERTISING TERMS OF SALE

This Sales Agreement (the “Agreement”) between Internet Media, Inc. (“Internet Media”), a California corporation dba Internetmedia-inc.com and RevenueLoop.com, and the person and/or company purchasing advertising from Internet Media (the "Buyer") through the submittal of a signed RevenueLoop.com Insertion Order (the “IO”) to Internet Media is effective as of the date Internet Media receives Buyer's signed IO by fax or post mail (hereinafter, “Registration”) which indicates that Buyer has read and understands and agrees to these Network Advertising Terms of Sale.

Recitals

WHEREAS, Internet Media is sells cost-per-action (“CPA”), cost-per-lead (“CPL”), cost-per-one-thousand-impressions (“CPM”), cost-per-sale (“CPS”), cost-per-click (“CPC”),and co-registration advertising, collectively referred to hereinafter as the “Advertising”;

WHEREAS, Buyer desires to purchase Advertising from Internet Media;

WHEREAS, THEREFORE, in consideration of the mutual covenants set forth herein, Internet Media and Buyer agree to the following terms and conditions of this Agreement:

1. Supply of Advertising
Internet Media shall perform the Advertising for Buyer as set forth in the RevenueLoop.com IO.  CPA advertising generated from all traffic venues, including but not limited to search, email, incentive marketing, and web traffic, is deemed to be valid unless specified otherwise in the IO. For CPA, CPL, and CPS Advertising requests, Internet Media will supply the Buyer with a tracking pixel to be placed in Buyer's Advertising campaign form confirmation page.  The tracking pixel will act as a counter and will increase each time a visitor requests Buyer's products and services by completing the Advertising campaign form.  Buyer agrees not to tamper with, modify or remove the tracking pixel at any time during the Advertising campaign period.  For all Advertising types, Internet Media will supply Buyer, upon Buyer's written request, with reports detailing the statistics showing the amount of Advertising provided for the requested time period.  Internet Media shall be solely responsible to determine the total amount of Advertising provided, including but not limited to the number of actions, leads, sales, impressions, clicks or data generated for Buyer.  

Buyer understands and agrees that Buyer's Advertising campaigns may be placed on RevenueLoop.com, Internet Media's affiliate advertising network, which is comprised of third-party distribution channels, including but not limited to high traffic web portals, email marketing firms, search engine promotion companies, and web incentive reward programs. Buyer understands and agrees that Buyer is solely responsible to determine the quality of the traffic being driven to its Advertising campaign/s. In the event Buyer is not reasonably satisfied with the quality of such traffic, Buyer shall report to Internet Media within forty-eight (48) hours from the time the undesirable traffic began and shall request Internet Media to pause the Advertising or terminate the RevenueLoop.com's third-party publisher from running Buyer's Advertising.

2. Payment
Buyer agrees to purchase Advertising at the price and quantity indicated by Buyer in the IO. Buyer is under no obligation to purchase more Advertising than indicated in the IO. Buyer agrees to pay Internet Media according to the terms set forth in the IO.  All payments are non-refundable. Payments shall be made in full for all amounts due in connection with this Agreement by one of the following means:

a) Check payable to Internet Media, Inc. and mailed to 2700 Augustine Drive, Suite 271 , Santa Clara , California 95054 ; or,
 
b) Wire transfer to Internet Media's bank account or another account designed in writing to Buyer.

Notwithstanding the foregoing, Internet Media reserves the right to demand alternate means of payment for amounts due from Buyer that exceed five thousand dollars ($5,000.00) per supply of Advertising. 

For payments from Buyer that are not received by Internet Media net (15) business days from the date of the invoice, Buyer shall pay Internet Media an additional one and one-half percent (1.5%) of the outstanding balance per month, or the maximum amount allowable under California law, whichever is less, until the outstanding balance is paid in full. In the event that Internet Media must incur expenses related to collection of any outstanding balance and/or late fees, Buyer shall immediately reimburse Internet Media's reasonable expenses associated with said collection, including, without limitation, reasonable attorney's and collection agency's fees.  Internet media, in its sole discretion, may immediately remove any and all Advertising and/or terminate this Agreement if Buyer fails to pay any amount due hereunder. 

For any amount invoiced by Internet Media that Buyer disputes in good faith is not in accordance with this Agreement, Buyer shall provide Internet Media with written notice identifying the basis for such dispute, and the amount not in dispute shall be promptly paid as described herein. Any disputed amount that is ultimately determined to have been payable on the actual payment date shall be paid with 12% annual interest calculated from the original payment date to the actual payment date. Thereafter, payment of disputed amounts shall be deferred until such dispute is resolved to the satisfaction of Internet Media and Buyer. Any dispute not resolved by mutual agreement shall be resolved in accordance with Section 8.

3. Confidentiality
Buyer agrees for period of three (3) years following receipt to maintain the privacy and confidentiality of all services and methods of Internet Media in performing the Advertising (collectively, "Confidential Information"). Confidential Information shall include, without limitation, all code, inventions, methods, business, customer, applicant, personal, technical and financial information that Buyer obtains from Internet Media unless it is: a) already known by the Buyer; b) publicly known or becomes publicly known through no unauthorized act of Buyer; c) independently developed by Buyer without use of Internet Media's Confidential Information; or d) lawfully received from a third party without restriction on use or disclosure of such Confidential Information.

Buyer will not disclose Confidential Information to any third party (except parents, affiliates, or subsidiaries with a reasonable need to know provided each parent, affiliate or subsidiary agrees to be bound by the provision prior to disclosure), copy or use Confidential Information for any purpose other than as authorized by Internet Media. Buyer agrees the monetary damages for breach of confidentiality may not be adequate to make Internet Media whole and that Internet Media shall be entitled to injunctive relief. This provision shall survive termination of the Agreement for a period of two (2) years.

4. Representations and Warranties by Buyer
Buyer represents and warrants that a) Buyer has the full power and authority to enter into this Agreement and perform the obligations hereunder; b) will adhere to the highest industry standards in its advertising displays and material submitted to Internet Media; c) it has the rights to publish the Advertising without breaking any laws or infringing on the rights of any third parties; d) entering into this Agreement and performing any of the obligations hereunder does not conflict and will not conflict with any governmental rule or regulation; e) Buyer has all licenses, certifications and other governmental and non-governmental authorizations required for the conduct of Buyer's business, including without limitation that any professional licenses are valid and in good standing; f) Buyer has not been disciplined or threatened with discipline by any governmental authority or professional association for any violation or alleged violation of any law, regulation, rule or ethical standard applicable to Buyer, Buyer's licenses or business; g) no disciplinary proceeding involving Buyer is pending or threatened; h) Buyer has not been convicted of any felony, misdemeanor, or comparable violation of the law anywhere in the world in the past ten (10) years; and, i) no criminal or comparable proceeding is now pending against Buyer anywhere in the world.

5. Representations and Warranties by Internet Media
Internet Media represents and warrants that it: a) will use commercially reasonable best efforts to maintain RevenueLoop.com and to market Buyer's Advertising on RevenueLoop.com; b) shall have the right to reject any websites or Advertising submitted by Buyer for inclusion on RevenueLoop.com; c) all affiliates doing business with RevenueLoop.com have warranted to Internet Media that they are in full compliance with the Federal Can-Spam Act of 2003; and, d) will make commercially reasonable efforts to provide Buyer with opt-in information, including opt-in source, date, and IP address for any person receiving Buyer's advertising through email by one of Internet Media's publishers which Buyer in good faith and reasonably suspects is violating the terms of the Federal Can-Spam Act.

6. Indemnity
To the fullest extent permitted by law, each party shall indemnify, defend and hold each company and its officers, directors, agents, affiliates, distributors, and employees harmless from and against any and all third party claims, penalties, fines, expense, liabilities, losses, demands, damages, judgments or costs (including, without limitation, court costs, collection agency costs, and attorney and expert witness fees and costs chosen and directed by Company), arising from or in connection with any claim, demand, action, suit, investigation, arbitration, or other proceeding by a third party arising out of the indemnifying party's material breach of any duty, representation, or warranty under the Agreement, including but not limited to: (i) any false statement in any of Buyer's representations or warranties contained in this Agreement, (ii) any breach by Buyer of any of Buyer's covenants and agreements contained in this Agreement, including but not limited to Buyer's agreement regarding Confidential Information and regarding Buyer's ongoing compliance with Licenses, Laws and Professional Standards; (iii) any failure to remit payments due and owing to Company; and (iv) any violation by Buyer of any applicable laws, regulations, rules, and ethical and professional standards of conduct.

7. Limitation of Liability
Buyer understands and agrees that Internet Media is not the source of traffic generated for Buyer's Advertising campaigns, and that Internet Media acts as an independent, third-party tracking company providing a platform for web publishers to view Buyer's Advertising and giving Buyer access to web publishers who may be interested to run Buyer's Advertising. In the event of a dispute between Buyer and any Internet Media publisher, Buyer agrees to hold Internet Media harmless and to resolve the dispute directly with the publisher.

INTERNET MEDIA MAKES NO WARRANTY REGARDING ITS DATA OR THE SYSTEM, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INTERNET MEDIA DOES NOT WARRANT THAT INTERNET MEDIA 'S WEB SITES OR THE SYSTEM WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. IN NO EVENT WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE SHALL INTERNET MEDIA BE LIABLE TO BUYER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR IN CONNECTION WITH ANY ADVERTISING OR WITH THE SYSTEM OR WITH ANY DEFECT, MALFUNCTION OR NON-OPERATION OF ANY WEB SITE. IF INTERNET MEDIA IS EVER DETERMINED TO HAVE ANY LIABILITY TO BUYER ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THE SYSTEM, ANY ADVERTISING OR THIS AGREEMENT, IN NO EVENT SHALL SUCH LIABILITY EXCEED THE TOTAL AMOUNT OF ALL FEES PAID BY BUYER UNDER THIS AGREEMENT DURING THE TWO-WEEK PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.

8. Dispute Resolution 
In the event a dispute arises between Internet Media and Buyer regarding the application or interpretation of any provision of this Agreement, the aggrieved party shall promptly notify the other party to this Agreement within fifteen (15) days after such dispute arises. If the parties fail to reach a mutually-agreeable resolution after a good faith effort within thirty (30) days after receipt of such notice, the parties agree that such dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach thereof, shall be submitted to binding arbitration in San Jose, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by such binding arbitration may be entered in any court having jurisdiction. The losing Party shall pay all fees of the arbitration, including without limitation, reasonable attorney and expert witness fees, as well as the fees incurred by the successful party, which determination shall be part of the award of the arbitration. The parties further agree that if the total of the disputed amount including the fees incurred during collection efforts is $5,000 or less, such dispute shall be brought in to the Small Claims Court located in Santa Clara County, California and judgment upon the award rendered by such Small Claims Court may be entered in any court having jurisdiction. The losing party shall pay all fees of the Small Claims Court, as well as fees of the arbitration incurred by the successful party, which determination shall be part of the award of the judgment.

9. Changes
Buyer may request changes to information provided in the IO by issuing written notification to Internet Media but in no event shall Internet Media be required to accept any requested change. Buyer agrees to provide any additional information as Internet Media may reasonably request from time to time as may be necessary for the furtherance of the purposes of this Agreement and the successful run of any related campaign. Any amendment or modification to this Agreement must be in writing signed by both parties.

10. Termination of Agreement
Internet Media and Buyer may cancel this Agreement at any time, with or without cause, by providing written notice at least three (3) business days prior to canceling to the other party. In the event that Buyer has agreed to a minimum order amount, Buyer may terminate this Agreement only after the minimum amount has been reached. Under no circumstances will Internet Media refund money to Buyer if the Buyer decides to cancel prior to reaching their minimum purchase amount. Buyer may terminate this Agreement by notifying Internet Media in writing at least three (3) business days in advance of the date that termination should be in effect and shall include Buyer's name and account information sufficient to identify Buyer. Buyer shall be responsible to remit payment to Internet Media for any Advertising performed and Data supplied to Buyer until Buyer's account termination is effective. Internet Media may cancel this Agreement at any time by sending an email notice to Buyer at Buyer's last known email address.

11. Non-Solicitation
During the term of this Agreement and for a period of two (2) years following the termination of this Agreement, Buyer shall not solicit Internet Media's employees, the identities of which may be disclosed to Buyer during the term of the Agreement.  In addition to Internet Media's rights and remedies under this Agreement or at law, Buyer agrees that monetary damages for a breach of or a threatened breach of this Section will not be adequate and that Internet Media shall be entitled to injunctive relief (including temporary and preliminary relief).  In addition to any other remedies available to Internet Media, if Buyer shall employ an Internet Media employee in violation of this Agreement then Internet Media shall be entitled to liquidated damages of two times the employee's current salary.

12. Notices
Buyer shall promptly notify Internet Media in writing of any changes to Buyer's information, including but not limited to: a) any change in the expiration date or status of Buyer's checking or credit card accounts; b) any change in Buyer's home, office or billing address; c) any change in Buyer's telephone and facsimile numbers; d) any change in Buyer's email address; e) any change to items listed in Section 4 above, including any change in the status of any of Buyer's licenses; f) any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of Buyer's user name or password of its Internet Media account; and, g) any other identification and representations provided to Internet Media.

13. Compliance with Laws
Buyer agrees to comply at all times with all Federal and State laws, regulations, rules, and ethical and professional standards applicable to Buyer, Buyer's licenses or business in the performance of its obligations under this Agreement.

14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California , exclusive of its conflicts of laws provisions.

15. Miscellaneous
No waiver of any term or condition of this Agreement will be valid or binding on a party unless agreed upon by such party in writing. Buyer may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Internet Media, which consent will not be unreasonably withheld. Captions used in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or any provision contained herein. The invalidity of one or more phrase, sentence, clause or section contained in this Agreement shall not affect the validity of the remaining portions of this Agreement so long as the material purposes of this Agreement can be determined and effectuated. This Agreement creates no partnership, joint venture, association, agency, franchise, contract of employment or comparable relationship between the Internet Media and Buyer, and neither party shall have authority to bind the other party for any purpose. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Sections 2, 3, 6, 7, 8 and 13 of this Agreement shall survive the expiration or termination of the Agreement.

16. Public Statements
Any press release or other public announcement by you regarding your participation in the RevenueLoop Affiliate Program shall require the prior approval of Company.

17. Complete Agreement
The terms and conditions contained in this Agreement and the IO constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written.  Buyer agrees to sign a paper copy of this Agreement promptly upon request from Internet Media, but Buyer agrees that Buyer is bound by this Agreement even if a paper copy is never signed. Faxed signatures shall be valid as originals. All rights not expressly granted by Internet Media are reserved.

Name: ________________________ Date: _________________________

Signature: ______________________ Title: __________________________