The following terms and conditions (the "Standard Terms") shall be incorporated by reference into all Insertion Orders ("IO") between 1105 Media Inc. ("1105") and Sponsor, Provider, Advertiser or their respective agencies (collectively "Client")

1. Invoices are issued at date of publication, production, broadcast or posting (collectively "Issue Date").
2. PAYMENT TERMS ARE NET 30 DAYS unless otherwise specified in writing. All past due payments may be re-invoiced directly to the Client, who will be held fully responsible for payment.
3. Terms: Invoices are rendered on the date of each Issue Date, or once per month in arrears for website advertising campaigns, content assets, webcast files, webcast presentations, HTML emails, banner creative and newsletter creative materials (collectively "Materials") and are due upon receipt. Any Agency commission will be disallowed on all past due invoices. In the event Client's account is placed for collection, Client agrees to pay 1105 for all reasonable collection costs and/or attorneys' fees incurred. Client and agency also agree to pay finance charges on the unpaid account balance at the rate of 1-1/2% per month or the maximum permitted by law.
4. 1105 will not be bound by any terms, conditions or provisions appearing on IOs or copy instructions which conflict with provisions of these Standard Terms, including, without limitation, sequential liability statements from Client or agencies. In the event of any inconsistency between an IO and/or copy instructions and these Standard Terms, the Standard Terms shall control. All Materials will be reviewed by 1105 and are subject to approval by 1105.
5. Except as otherwise expressly provided in the IO, positioning of Materials within an 1105 website or on any page is at the sole discretion of 1105. 1105 may redesign or modify the organization, structure and/or look and feel of the website or advertising products or at any time and without notice. Further, 1105 does not guarantee that its services and/or website will be uninterrupted or meet the Client's requirement.
6. Client shall deliver to 1105 the Materials in a form and manner to be specified by 1105. 1105 will not be required to publish any Materials not received in accordance with the foregoing and reserves the right, at 1105's sole discretion, to charge Client, at the rate specified in the IO, for inventory held by 1105 pending receipt of acceptable Materials from Client, or publish in substitution for any prior Materials submitted by Client until such time as 1105 can reasonably begin publication of the Materials set forth in the IO.

Each IO shall specify: (a) the type(s) and amount(s) of service to be delivered (e.g. leads, registrations, impressions, clicks or other desired actions) (the "Deliverables"); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), (d) the start and end dates of the campaign, and (e) the identity of and contact information for any third party server ("3rd Party Server"), if applicable. Other items that may be included are but are not limited to: reporting requirements such as impressions, lead generations, registrations or other performance criteria; any special delivery scheduling and/or placement requirements; and specifications concerning ownership of data collected.

1105 will make commercially reasonable efforts to notify Client within two (2) business days of receipt of an IO signed by Client if the specified Deliverable is not available.

1105 will use commercially reasonable efforts to comply with the IO including all placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, specified on the IO when such Site is called up by an Internet user. Any exceptions must be approved by Client in writing.

For any page on the Site that primarily consists of user-generated content, 1105 will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the 1105's terms of use. Client's sole remedy for 1105's breach of such obligation will be to submit written complaints to 1105, which will review such complaints and remove user- generated content that 1105, in its sole discretion, determines is objectionable or in violation of such Site's terms of use.

1105 will use commercially reasonable efforts to provide Client at least 10 business days, prior written notification of any material changes to the Site that would change the target audience or significantly affect the size or placement of the Materials specified in the affected IO.

1105 shall make reporting available as specified in the IO.

1105 shall monitor delivery of the Materials and shall notify Client either electronically or in writing as soon as possible if 1105 believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for make good consistent with these Terms and Conditions.

In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Material Client and 1105 will make an effort to agree upon the conditions of a make good placement either in the IO or at the time of the shortfall.

7. All Materials are accepted and published by 1105 on the representation that the Client is properly authorized to publish the entire contents and subject matter thereof.
8. Client hereby grants 1105 the right and license to use, reproduce, transmit, and distribute all creative materials supplied by or on behalf of Client, including without limitation, all text, graphics, illustrations and photographs (the "Creative"). Client represents and warrants that: (i) it has all the necessary rights in the Creative; (ii) the Creative does not violate any applicable law or regulation; and (iii) the Creative does not violate or infringe upon any third party right in any manner or contain any material or information that is defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or may otherwise result in any tort, injury, damage or harm to any person. Client acknowledges that 1105 is relying on the foregoing representations and warranties. Client agrees to indemnify, defend and hold 1105 and its affiliates, and their respective officers, directors and employees, harmless from and against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred based upon a breach of any of the foregoing representations and warranties or in connection with any claim arising from or related to any advertisement supplied by Client or its agents and run by 1105.
9. All contents of Materials are subject to 1105's approval. 1105 reserves the right to reject or cancel any IO, URL link, space reservation or position commitment, at any time, for any reason whatsoever even if the Materials have been published previously by 1105.
10. 1105 shall not be liable for any omitted, misplaced, or mis-positioned Materials.
11. All orders are accepted by 1105 subject to change in rate upon notice from 1105.
12. Unless designated on the IO as non-cancelable, Client may cancel the entire IO, or any portion thereof: (i) with 21 calendar days' prior written notice to 1105, without penalty, for any guaranteed deliverable, including, but not limited to, CPM, CPC, CPL, or CPA campaigns.

Client will remain liable to 1105 for amounts due for any custom content or development ("Custom Material") provided to Client or completed by 1105 or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, 1105 will specify the amounts due for such Custom Material as a separate line item. Client will pay for such Custom Material within 30 days from receiving an invoice therefore.

Either 1105 or Client may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Client breaches its obligations by violating the same Policy three times (and such Policy was provided to Client) and receives timely notice of each such breach, even if Client cures such breaches, then 1105 may terminate the IO or placements associated with such breach upon written notice. If Client does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by 1105, then 1105 may terminate the IO and/or placements associated with such breach upon written notice.

Client will be short rated if, within a 12-month period from the date of the first insertion, Client does not use the amount of space upon which its billings has been based. Client will be rebated if, within a 12-month period from the date of the first insertion, Client has used sufficient additional space to warrant a lower rate than that at which it has been billed. Client's Initial

13. Costs incurred by 1105 for production work on Materials will be charged to the Client regardless of whether or not the Deliverable runs. Client will be charged for any artwork, separations, halftone, shipping, or typography provided by 1105.
14. 1105 will not be held responsible for consequential costs or other damages due to loss or damage of Materials, art, proofs or transparencies.
15. Reader response inquiries are provided as a service. 1105 disclaims all liability and responsibility for inaccuracies. Unless as otherwise expressly provided in an IO accepted by 1105, 1105 makes no guarantee with respect to usage statistics or levels of impressions, leads, or registrations for a Deliverable.
16. 1105 expressly disclaims any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose with regard to its Deliverables, including any and all oral and written information communicated about such services. To the maximum extent permitted by applicable law, in no event shall 1105 be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this agreement, even if 1105 has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to Client. In no case, and under no theory of law, shall 1105's liability for any error exceed the amount due or paid for the Deliverable giving rise to aforementioned error, notwithstanding the foregoing, 1105 shall have no liability for (i) any failure or delay resulting from conditions beyond 1105's control; or (ii) errors in content or omissions in any creative or Materials provided by Client. In the event of a breach by Client, 1105 may terminate this Agreement immediately without notice or cure period, without liability to 1105.
17. Applicable if 3rd Party Server is used. 1105 will track delivery through its server and Client will also track delivery through its proprietary or subcontracted 3rd Party Server whose identity is set forth in the IO. Client may not substitute the 3rd Party Server specified in the IO without 1105's prior consent. Client and 1105 agree to give reciprocal access to relevant and non-proprietary statistics from both servers, or if such is not available, provide weekly activity reports to each other.

In the case of discrepant reporting, if the difference between 1105's Server and the Client Server exceeds 10% over the invoice period and the Client Server deliveries are lower, the parties will facilitate a reconciliation effort between 1105 and Client Server measurements according to current IAB Terms and Conditions.

When applicable, 3rd Party Server tags shall be implemented so that they are functional in all aspects.

Where Client utilizes a 3rd Party Server, 1105 will not bonus more than 10% above the Deliverables specified in the IO without prior written consent from the Client. Permanent or exclusive placements shall run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for 3rd Party Server activity. Client will not be charged by 1105 for any additional Deliverables above any level guaranteed or capped in the IO. If a 3rd Party Server is being used and Client notifies 1105 that the guaranteed or capped levels stated in the IO have been reached, 1105 will use commercially reasonable efforts to suspend delivery.

18. These Standard Terms, together with IOs submitted by Client: (i) shall be governed by and construed in accordance with the laws of the State of California and the United States, without giving effect to principles of conflicts law; (ii) may be amended only by written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements regarding the subject matter hereof, whether written or oral, between the parties. Failure by either party to enforce any provision of these Standard Terms shall not be deemed a waiver of future enforcement of that or any other provision. Client may not resell, assign, or transfer any of its rights hereunder. Advertising agencies and related commissions Accredited advertising agencies will only receive a 15% commission provided invoices are paid within 60 days of invoice date. Production charges are not subject to agency commission.

Send Payments To:
1105 Media Inc.
FILE 2273
1801 W OLYMPIC BLVD PASADENA, CA 91199-2273

Lead Gen programs
Rate is based on the agreed upon filters. Please ensure filter accuracy. Any changes to the filters after this agreement has been executed will result in either a rebill at a higher CPL or a lower lead goal based on the adjusted rate.

Custom Print Programs
1105 Media custom print programs will require a 25% payment due upon contract signing. 1105 will allow the Client to move issue dates as necessary one time. Once work has commenced or the original issue date has passed, the project will be billed in the new issue. If Client needs to move a 2nd time, the project will be considered a make-good in the future issue.

Newsletters
Due to the high demand for our online products, 21 calendar days written notice is required for the rescheduling of newsletter dates. Any change requests made within the 21-day period will result in the loss of that newsletter date/sponsorship. As a result, no credit will be issued.

Webcasts
Due to the limited availability and high demand for webcasts, there will be a "no cancellation" policy after either – the 1st promotion has gone out or 30 calendar days prior to the live date whichever comes first. Additionally, if 1105 agrees to move a webcast date – that webcast cannot be cancelled once the original date has passed. All cancellations must be made in writing.

Podcasts
Due to the limited availability and high demand for podcasts, there will be a "no cancellation" policy after either – 30 calendar days prior to the live date. Additionally, if 1105 agrees to move a podcast date – that podcast cannot be cancelled once the original date has passed. All cancellations must be made in writing.

Banners
Due to limited availability, we require 21 calendar days written notice on all banner cancellations.

Value Add
Value Add placements are determined when the buy is approved and their value cannot be transferred to another product.