A. Harren Media plans advertising campaigns and places advertising media through the Harren Media Network.
C. Advertiser desires to provide advertising through the Harren Media Network, with Harren Media acting as its agent in
accordance with the terms set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

DEFINITIONS
”Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising
including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders created by an advertiser.
“Harren Media Network” means the advertising network owned and operated by Harren Media.
“Order” means an insertion order that is submitted by Advertiser to Harren Media and is accepted by Harren Media, or an
online order submitted by Advertiser via the Internet, and is accepted by Harren Media.
“User Action” means a completed action by the Advertiser, such as the completion of a lead form or product purchase.

AGREEMENT

Section 1. Appointment. Advertiser hereby appoints Harren Media as its agent to place its Advertising Materials through
the Harren Media Network according to the specifications in particular Orders issued hereunder.





Section 2. Orders.

2.1. Orders. From time to time, the parties may negotiate the terms of Orders under which Advertiser will deliver
Advertising Material to the Harren Media Network for advertising campaigns. Each Order shall specify the types of
Advertising Material to be delivered.

2.2. Adjustments to Orders. The parties may make adjustment to Orders, via revised insertion orders, as that term is
generally understood in the industry, when signed by both parties or when accepted via e-mail. These adjustments to
Orders shall be effective upon Advertiser’s receipt of Harren Media’s acceptance of the change, and when signed by both
parties or when accepted via e-mail.
2.3 Order Cancellation.

• Cancellation Without Cause. Advertiser may, in its sole discretion, cancel an Order, without cause, by giving notice
via e-mail, telephone or fax, to Harren Media within 96 hours after the date of the Order. If Advertiser so cancels
an Order, all unfulfilled contractual commitments subsequent to the 96-hour notice period shall become null and
void, and Advertiser shall pay Harren Media only for Advertising Material delivered through the end of the 96-hour
notice period.

• Cancellation With Cause. In addition, each party shall have the right to terminate each Order, and/or this
Agreement, upon the other party’s material breach, by giving written notice of termination, which termination
shall be effective 7 days after the breaching party’s receipt of such notice unless the breaching party completely
cures such material breach within such 7-day period.





Section 3. Invoicing and Payment.

3.1. Credit Determination. Before Harren Media’s acceptance of the first Order from Advertiser, Harren Media shall make a
credit determination concerning Advertiser and use that determination in order to establish the level of Orders that it will
accept from Advertiser for a campaign.

3.2. Invoices. Harren Media may invoice Advertiser on the first day of the contract period set forth in the Order, but
payment by Advertiser is not contingent upon receiving Harren Media’s invoice.

3.3. Invoice Disputes. Unless Advertiser objects to Harren Media’s invoice within forty-eight (48) hours, the amount
invoiced shall be final and binding. Advertiser may only dispute invoices if it has a reasonable basis for such dispute, which
can be proven by written documentation. To the extent Advertiser intends to dispute an invoice, Advertiser shall provide a
written report to Harren Media, within two (2) business days identifying, in detail, the discrepancies, between the invoiced
amount and Advertiser’s evidence. Harren Media may consider such report, but shall have final authority in determining
the correct amount.

3.4. Payment Calculations . One of the following methods shall apply to the calculation of payments, as specified in each
Order:

1. Cost Per Thousand (CPM). CPM is a fixed rate type of advertising, for which Harren Media shall record the perthousand
counts of impressions or traffic based solely on Harren Media’s data, and multiply the count by the dollar
rate specified in the Order. The total of said calculation shall be payable to the Publisher as provided herein.

1. Cost Per Action (CPA). CPA calculations are based on the action dollar rate specified in the Order. Advertiser shall
insert tracking pixels on the confirmation page for each advertisement to be delivered hereunder. Advertiser will
provide Harren Media with a link to the confirmation page where Harren Media can view the pixel for approval
prior to initiating the advertising campaign. Payment will be made based on Harren Media’s calculations of the
higher of the number of leads from the Harren Media or Advertiser statistics based on the tracking pixel. All such
records provided by Advertiser shall be the sole property of Advertiser.

1. Cost Per Click (CPC). CPC calculations are based on the click dollar rate specified in the Order. Payment will be
made based on Harren Media’s calculations of the higher of the number of clicks from the Harren Media or
Advertiser statistics based on the tracking pixel. All such records provided by Advertiser shall be the sole property
of Advertiser.

3.5. User Action . To the extent that payments are based on a User Action, Harren Media may, in its sole discretion and if
requested by the Advertiser, transfer User Action data that provides the basis for an invoice to Advertiser.

3.6 Non-Viable Leads . Unless otherwise provided in the Order or Campaign Worksheet, no offsets or chargeback’s may be
taken for any non-viable or duplicate leads. Harren Media shall determine in its sole discretion what constitutes a nonviable
lead. Without limiting the breadth of the foregoing, non viable leads shall include, but not be limited to, leads with
incomplete contact information (no e-mail address, no phone number, no physical address), leads from consumers under
18 years of age, etc. It is the responsibility of the Advertiser to insure that the IO or Campaign Worksheet accurately reflects
the leads sought.

3.7 Payment. Harren Media’s payment terms are net 15 days. Amounts paid after such date shall bear interest at the rate of
1.5% per month (or the highest rate permitted by law, if less). In the event of any failure by Advertiser to make payment,
Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Harren Media in collecting
such amounts. Harren Media’s charges shall be based upon Harren Media’s reports for impression/clicks, or pursuant to
such other procedures established in the Insertion Order.

  Section 4. Advertising Materials.

4.1. Delivery of Advertising Materials. Advertiser will provide to Harren Media all Advertising Materials in accordance with
Harren Media’s then-current policies. If and to the extent that the delivered Advertising Materials do not conform to Harren
Media’s current format specifications, Advertiser shall be responsible for providing Harren Media with materials that meet
Harren Media’s technical specifications. In the event that Advertiser does not provide Harren Media with compliant
materials, Harren Media reserves the right to make technical modifications as necessary to confirm the Advertising
Materials with such specifications. Harren Media hereby grants to advertiser a non-exclusive, nontransferable, royalty-free
worldwide license to use any and all such technical modifications to the Advertising Materials created by Harren Media (the
“Harren Media Work Product”).

4.2. License. For the Term of this Agreement and the purposes stated hereunder, Advertiser hereby grants to Harren Media
a non-exclusive, royalty-free, worldwide license to reproduce, distribute, create derivative works of, publicly perform,
publicly display and digitally perform the Advertising Materials and its constituent parts, including trademarks, service
marks, logos or other commercial product or service designations (collectively “Marks”) contained in the Advertising
Materials. Advertiser also grants to Harren Media the limited right to use any and all images of the Advertising Materials
and Advertiser’s Marks for the purposes of its marketing, promotion and content directories or indexes, and in electronic or
printed advertising, publicity, press releases, newsletters and mailings about Harren Media’s website or Harren Media.
Harren Media may make a reasonable number of archival or back-up copies of the Advertising Materials. Except with
respect to the Advertising Materials, title to and ownership of all intellectual property rights relating to the Harren Media’s
website and the Harren Media’s Work Product shall remain with Harren Media.

4.3. Recording of Service Counts. Harren Media shall have the sole responsibility for calculation of statistics and User
Actions, including impressions and click-through numbers. Greenwich Mean Time (GMT) shall be the time period for traffic
and tracking purposes.

4.4. Unacceptable Advertising Materials. Harren Media reserves the absolute right to refuse in its sole discretion to accept
Advertising. The following are examples of Advertising Material that Harren Media will not accept:

• material that infringes the rights of others (including but not limited to copyright and other intellectual property
rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
• material that contains pornography, adult content, sexual or erotic material
• material with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which
endorses or threatens physical harm
• material that promotes any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexualitybased
or personal, etc.)
• material that promotes any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking',
etc.)
• material that contains any content violating Federal privacy laws, including the Children’s Online Privacy Protection
Act.




Section 5. Representations and Warranties.

Advertiser represents and warrants to Harren Media that:

• It is solely responsible for any legal liability arising out of or relating to the Advertising Material to which users can
link through the Harren Media Network; and
• Neither the Advertising Material, as provided to Harren Media, nor any website to which such Advertising
Materials shall link will (a) infringe on any third party’s copyright, patent, trademark, trade secret or other
proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulations,
including without limitation the laws and regulations governing export control; (c) be or contain material which is
defamatory or trade libelous; (d) be or contain material which is lewd, pornographic or obscene; (e) violate any
laws regarding unfair competition, antidiscrimination or false advertising; (f) promote violence or hate speech; or
(g) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious
programming routines; and
• It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply;
and it will conduct its business in compliance with all applicable laws, rules and regulations; and
• It has full legal power and authority under its organizational documents (1) to enter into this Agreement; and (2) to
grant to Harren Media the rights, permissions, privileges and licenses granted herein, without reservation or
restriction; and (3) to perform the obligations contained herein; and
• The execution of this Agreement and the performance of its obligations by Advertiser will not conflict with or a
cause a breach or violation of any agreement, law, regulation or other obligation to which Advertiser is a party or
subject.




Section 6. Term and Termination..

1. Term. Subject to the early termination rights of either party herein, the term of this Agreement shall be 1 year
from the date first written above; and it shall renew automatically for subsequent one-year periods unless either
party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the
Agreement.

1. Termination Without Cause. Notwithstanding Section 6.A above, either party may terminate this Agreement at
anytime for any or no reason whatsoever, upon 30 days written notice to the other party. Notice may be provided
via e-mail or any other public means and will be effective 30 days after its transmission.

1. Termination With Cause. Notwithstanding Sections 6.A and B above, either party shall also have the right to
terminate this Agreement because of an Order cancellation in accordance with Section 1.3.B.

1. Consequences of Termination. Notwithstanding the termination of this Agreement, or any Order issued hereunder,
each party shall be liable to the other for any amounts due under an Order up to the date of the termination.
Additionally, the provisions of Sections 5, 7, 8 and 9 shall survive the termination of this Agreement or any Order
issued hereunder. Upon termination of this Agreement or any Order issued hereunder Harren Media shall remove
the Advertising Materials from the Harren Media Network and return them to Advertiser with reasonable
promptness.





Section 7. Limitation of Liability.

In the event that Harren Media does not deliver the number of page views stated in the
Order in the time period allotted by the Order, the sole liability of Harren Media to Advertiser shall be limited to the
obligation, upon Harren Media’s final determination, to either (a) continue to deliver the advertisement until it garners the
stated number of page views (b) credit the undelivered page views to a future advertising run, or (c) refund the amount
paid on the invoice on a pro rated basis with respect to the undelivered page views. In no event will Harren Media be liable
for any special, indirect, incidental or consequential damages whether such damages are alleged in tort, contract or
indemnity or for loss of profits, interrupted communications, lost business or lost data arising out of or in connection with
this Agreement, even if Harren Media has been advised of (or knows or should know of) the possibility of such damages.






Section 8. Indemnification.

Advertiser agrees to defend, indemnify and hold harmless Harren Media and its directors,
officers, agents, employees an affiliates for any and all losses, costs, liabilities or expenses (including without limitation
reasonable attorneys’ and expert witnesses’ fees) incurred or arising from any breach of its representations or warranties in
Section 5, any technical damage caused by the Advertising Materials or any portion thereof as provided, any claim arising
from the Advertising Materials, Advertiser’s website or the sale or license of Advertiser’s goods or services or any other act,
omission or misrepresentation by Advertiser. Harren Media may participate in the defense at its option and expense. The
Advertiser also agrees to indemnify Harren Media for any legal fees incurred by Harren Media, acting reasonably, in
investigating or enforcing its rights under this agreement.





Section 9. General.
9.1. Inconsistency with Order. In the event of any inconsistency between an Order and this Agreement, the terms of the
Order shall prevail.

9.2. Governing Law, Jurisdiction and Venue. The laws of the State of New York shall govern this Agreement and all Orders, without regard for the conflict of law principles thereof. The Federal and State Courts located in Suffolk County, NY shall be
the sole venue to hear controversies arising from or related to this Agreement, and each party consents to the personal
jurisdiction of those courts.

9.3. Assignment. Any assignment, transfer or delegation by Advertiser of its rights or duties hereunder will be governed by
this Agreement, subject to the parties’ termination rights hereunder.

9.4. No Prior Agreements. This Agreement, together with all fully executed Orders, contains every obligation and
understanding between the parties regarding the subject matter hereof, and merges and supersedes all prior and
contemporaneous agreements and understandings, if any, regarding the subject matter hereof.

9.5. Severability, Rights Cumulative. If any provision herein is held to be unenforceable, the remaining provisions shall
remain in full force and effect. All rights and remedies hereunder are cumulative.

9.6. Force Majeure. Harren Media shall not be held to be in breach of this Agreement by reason of any failure or delay in its
performance hereunder if such failure is due to causes beyond its reasonable control, including but not limited to, acts of
the other party, act of God, delays in transportation, inability beyond its reasonable control to obtain necessary labor or
materials, or events such as fires, floods, earthquakes, storms, war, act of public enemy, civil commotion and the like or by
any law, rule, regulation, order or other action by any public authority. In the event of interruption of display or distribution
of the Advertisement, Harren Media’s sole obligation shall be to restore service as soon as reasonably possible.

9.7. Advertising Agency. In the event that an advertising agency is executing this Agreement on behalf of Advertiser, such
party executing this Agreement as agent shall be jointly and severally liable for all covenants and amounts owing
hereunder.
The Parties represent that they fully acknowledge and agree to the terms of this Agreement, and that the following
individuals are authorized to sign on their behalf.

4.- Authorization: Signing this document contractually binds Harren Media Network and the Advertiser