1. AEPS LLC RESPONSIBILITIES AND POLICIES.

1. Delivery. AEPS LLC shall deliver Customer's "Creative" materials provided by Customer to AEPS LLC as part of an advertising Campaign, to certain Web sites and other media represented by AEPS LLC and selected by Customer under an Insertion Order.
2. Policy. AEPS LLC reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Customer and regardless of whether such Creative was previously accepted or published. As a matter of policy, any Creative containing material that might generally be consider to be offensive, illegal, or inappropriate to our media will be rejected.
3. Cancellation. An Insertion Order cancelled by Customer is subject to a cancellation fee equal to 100% of that portion of the Campaign scheduled to run during the fourteen (14) day period following receipt by AEPS, Inc. of written cancellation notice from Customer.
4. Rates. All advertising rates are subject to change at any time. Rate changes will not affect existing advertising Campaigns unless so specified in the Insertion Order.
5. Make-Good Policy. In circumstances where there is an under-delivery or shortfall in impressions for a Campaign, Customer will receive bonus impressions in an amount equal to the under-delivery or shortfall.

2. CUSTOMER RESPONSIBILITIES

1. Grant of Right. Customer grants AEPS LLC the right and license to use, reproduce, transmit, and distribute the Creative.
2. Submission of Creative. Customer shall submit to AEPS LLC the Creative at least two (2) business days prior to the commencement of the Campaign. AEPS LLC may use creative materials of Customer from prior Campaigns, if new Creative is not received by AEPS LLC at least two (2) days prior to the commencement of the new Campaign.
3. Press Release. Customer shall not release any information regarding this Insertion Order, or Customer's relationship with AEPS LLC, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of AEPS LLC.

3. ADVERTISING BILLING

Customer will be invoiced in the first week of each month following a month in which a Campaign runs. Payment is due within thirty (30) days of receipt of that invoice by Customer. All first-time advertisers or advertisers not utilizing the services of an accredited AAAA advertising agency are required to provide AEPS LLC with a deposit in an amount equal to fifty (50%) percent of the first two months of the cost of the Campaign. If Customer is an advertising agency, AEPS LLC shall have the right to hold Customer and its client jointly and severally liable for all payments due to AEPS LLC under the Insertion Order.

4. REPRESENTATION AND WARRANTIES

Customer represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Creative including: (a) the names, voices, pictures, and likenesses of persons; (b) any material, trademarks, service marks, and/or depictions of goods or services; and (c) any testimonials or endorsements; (2) the Creative is free of any "worm", "virus" or other device (as such terms are understood in the computer industry) that could impair or injure any person or entity; (3) the Creative does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Creative does not contain any misrepresentation, or content that is defamatory or violative of any rights of privacy or publicity; (5) Customer is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply to display of the Creative on Sites; and (6) the Creative does not and will not infringe any copyright, trademark, patent or other proprietary right.

5. INDEMNIFICATION

Customer hereby indemnifies and holds harmless AEPS LLC and the associated media (including their successors, directors, officers, employees, agents, assigns) from and against all claims, loss, liability, damage and expense of any nature (including attorneys' reasonable fees) in connection with the Creative and any actual or alleged breach of any term of this Agreement.

6. EXCLUSION OF DAMAGES

In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising hereunder or from the provision of services, including advertising on the participating site, even if advised of the possibility of such damages.

7. WARRANTY DISCLAIMER

AEPS LLC does not make and hereby expressly disclaims all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by AEPS LLC, services provided hereunder, or any output or results thereof. AEPS LLC and the associated media specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

8. LIMITATION OF LIABILITY

Neither AEPS LLC nor the associated media will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the advertising due to systems failures or other technological failures of AEPS LLC or of the Internet; (b) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a participating site, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any creative or advertising materials provided by Customer. The total liability of AEPS LLC and the associated media arising out of this Insertion Order or the services provided hereunder, whether based in contract, tort or otherwise, shall not exceed (1) the amount paid to AEPS LLC for campaigns run on Customer's behalf or (2) $10,000, whichever is less.

9. GENERAL

Sections 3, 4, 5, 6, 7, 8, and 9 shall survive expiration or earlier termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither AEPS LLC nor Customer shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by first class mail (certified or registered). Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This agreement shall be interpreted under the laws of the State of Florida, and the parties submit to the exclusive jurisdiction of the courts of the State of Florida, including the federal courts located there. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.