1. 1. PARTIES

   Pursuant to this Agreement, RMM Online Advertising, L.P. of 6207 Sheridan Avenue Austin, Texas 78723, and Publisher shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made on the RMM Online Advertising Network (the "Network") to Publisher Websites ("Websites").

2. 2. USE POLICY

   1. Membership: Membership in the RMM Online Advertising Network is subject to prior approval of RMM Online Advertising, L.P.. RMM Online Advertising, L.P. reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause. Approval of membership in the RMM Online Advertising Network is limited only to the specific root URLs for which Publisher has applied for approval. RMM Online Advertising, L.P. reserves the right to withhold approval of membership in the RMM Online Advertising Network based on Website primary language. RMM Online Advertising reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted.
   2. Representation: Publisher represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (2) the Website is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants RMM Online Advertising, L.P. and the customer the right and license to transmit the Creative to the Website.
   3. Termination: RMM Online Advertising, L.P. reserves the right to terminate any Publisher's relationship with the RMM Online Advertising Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately remove from his/her website RMM Online Advertising, L.P.'s html code for serving Creative from RMM Online Advertising, L.P.. Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination.
   4. Content: RMM Online Advertising, L.P. reserves the absolute right to refuse to affiliate with any Publisher. RMM Online Advertising, L.P. does not accept Websites that produce or provide adult content. RMM Online Advertising, L.P. does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. RMM Online Advertising, L.P.  does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. This Agreement is voidable by RMM Online Advertising, L.P. immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. In addition, RMM Online Advertising, L.P. may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Publishers that change their content after approval for membership MUST notify RMM Online Advertising, L.P. of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design. Notices should be sent to publishingdept@redmccombsmedia.com.
   5. Traffic: RMM Online Advertising, L.P. reserves the right to terminate Publisher's relationship with RMM Online Advertising, L.P. immediately should either (a) the number of Impressions delivered by Publisher total less than 4,000 per month, or (b) the unique Click Through rate equals .05% or less for any fourteen (14) consecutive calendar day period, or (c) Publisher's traffic falls below the threshold established by RMM Online Advertising, L.P. from time to time. RMM Online Advertising, L.P. reserves the right to change the minimum CTR at any time in response to market pressures.
   6. Defaults: RMM Online Advertising, L.P.  may not be able to fill 100% of advertising requests sent to its servers with paying ads. RMM Online Advertising, L.P.  provides free Publisher-defined default redirects expressly for this reason. Publisher-defined defaults ads must adhere to the content guidelines outlined for all RMM Online Advertising, L.P. Advertisers (no adult content, etc.) Publishers found using default ads that violate the content restrictions of the Customer Agreement will be removed from the network. If Publisher chooses not to specify a default redirect, RMM Online Advertising, L.P.  will display so-called 'house' ads on Publisher's website when paid advertising is unavailable. RMM Online Advertising, L.P.  may display so-called 'house' ads on any Publisher's website when technical difficulties require it. So-called 'house' ads are not paid advertising. Under no circumstances does RMM Online Advertising, L.P.  guarantee to provide any percent fill of paid advertising to a website.
   7. Placement: Creative may NOT be placed on any root URL not specifically approved for membership within the Network. No member will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. Creative cannot be placed in email messages unless approved by RMM Online Advertising, L.P.. In addition, all Creative must be placed in such a manner that a majority of visitors will notice the Creative.
   8. Fraud and Deception: RMM Online Advertising, L.P. audits every Publisher's traffic on a daily basis. Publishers that produce or commit fraudulent activities, including false clicks, false impressions, and incentivised clicks, will have their account permanently removed from our network and will not be compensated for fraudulent traffic. Additionally, RMM Online Advertising, L.P.  reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All RMM Online Advertising, L.P. Creative must be served from RMM Online Advertising, L.P. server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior approval of RMM Online Advertising, L.P., certain language may appear above or below an advertisement served by RMM Online Advertising, L.P.. The following methods of generating visitor interest are unacceptable to RMM Online Advertising, L.P. and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.
   9. Code: RMM Online Advertising, L.P. ad codes must be not be modified from original format without consent from RMM Online Advertising, L.P.. Publisher agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages without RMM Online Advertising L.P.'s approval. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any RMM Online Advertising, L.P. code, except as is necessary to partake in the RMM Online Advertising Network, provided, however, with the prior approval of RMM Online Advertising, L.P., a Publisher may, in certain instances, modify the RMM Online Advertising, L.P. code for purposes of inserting certain pre-approved language above or below an advertisement served by RMM Online Advertising, L.P.. Requests for language approval should be sent to publishingdept@redmccombsmedia.com.
   10. Data Reporting (Stats): RMM Online Advertising, L.P. is the sole owner of all website, campaign, and aggregate web user data collected by RMM Online Advertising, L.P.. Publisher only has access to campaign data that is collected through the use of their inventory. Customers only have access to website and web user data that is collected as part of Customer's campaign.
   11. Contact Information: To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from re-payment.

3. 3. PAYMENT POLICY

   Standard RMM Online Advertising, L.P. payment rate is 60% of campaign market rate. Campaign rates vary with market conditions. RMM Online Advertising, L.P. reserves the right to set market rates. Market rates are less any payment transaction fees, campaign referral fees, cost-of-money / bad-debt fees, and applicable ad serving fees. RMM Online Advertising, L.P. reserves the right to set and negotiate specific payment terms on an individual basis. Publishers will typically be paid within forty-five (45) business days after the end-of-month. All accounts will be settled in US dollars ($US). No check will be issued for any amount less than $100US. All unpaid earnings will rollover to the next pay period. Any Publisher account that goes unpaid for six (6) months becomes subject to immediate dismissal from the RMM Online Advertising Network. Every US-based Publisher account must have a unique taxpayer identification number (either a SSN or EIN) and must provide a signed W9 forms that provides valid information. Payments will not be made until a valid signed W9 form has been received by RMM Online Advertising. Publishers can not refer themselves as a Publisher or as an Advertiser. Groups of Publishers can not refer each other. All payments are based on actuals as defined, accounted and audited by RMM Online Advertising, L.P.. In no event will payments be made on accounts that have not provided proper tax identification information. RMM Online Advertising, L.P. reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein. RMM Online Advertising, L.P. will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.

4. 4. LIABILITY POLICY

   1. Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by RMM Online Advertising, L.P.). Publisher hereby agrees to indemnify, defend and hold harmless RMM Online Advertising, L.P. and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites (except for advertisements supplied by RMM Online Advertising, L.P.); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with RMM Online Advertising, L.P.; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites (other than through an advertisement supplied by RMM Online Advertising, L.P.).
   2. 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 thereunder or from the provision of services.
   3. Warranty Disclaimer: RMM Online Advertising, L.P. and its Customers do not make and hereby expressly disclaim 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 RMM Online Advertising, L.P., services provided thereunder, or any output or results thereof. RMM Online Advertising, L.P. and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.
   4. Limitation of Liability: Neither RMM Online Advertising, L.P. nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of RMM Online Advertising, L.P. or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.

5. 5. GENERAL

   1. Applicability: In 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. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither RMM Online Advertising, L.P. nor Publisher 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. 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. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the RMM Online Advertising, L.P. website Publisher interface are explicitly bound by this Agreement.
   2. Public Release: Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with RMM Online Advertising, L.P. or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of RMM Online Advertising, L.P.. RMM Online Advertising, L.P. shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes.
   3. Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us RMM Online Advertising, L.P. reserves the right to withhold payment and take appropriate legal action to cover its damages.
   4. Audit: RMM Online Advertising, L.P. shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to RMM Online Advertising, L.P.. RMM Online Advertising, L.P. will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.
   5. Modifications: RMM Online Advertising, L.P. reserves the right to change any condition of this contract at any time, notification may be provided to Publishers but is not required.
   6. Privacy: Publisher shall support RMM Online Advertising, L.P.'s commitment to protect the privacy of the online community; such commitment is set forth in RMM Online Advertising, L.P.'s Privacy Statement, which is hereby incorporated into this Agreement.
   7. Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from RMM Online Advertising, L.P.. Any attempt to assign this Agreement without such consent will be null and void.
   8. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.