Terms

Scope of Services. Redpaddle shall provide to Partner a PPC (Pay per Click) engine to enable the Partner to bring in advertiser XML feeds and/or provision new XML feeds to publishers and have access to online reporting. Redpaddle will enter in all advertiser revenue reporting within 48 hours after receipt of such information from advertiser providers. All traffic will be subject to Redpaddle filtering processes and policies to protect the advertisers. Partner may also offer Redpaddle’s advertisers to their publishers upon approval from Redpaddle.

Payments. For each consumer successfully delivered to an Advertiser’s website as measured by a Clickthrough (as defined below), Redpaddle shall compensate Partner as follows: All traffic ran from Redpaddle Feeds with Partner’s publishers will be paid a share, determined by Redpaddle at its sole reasonable discretion or as otherwise agreed in a separate written instrument executed by the Parties, of monies collected by Redpaddle for bona fide Clickthroughs (as described below), less payments to sub-affiliates or publishers or downstream partners or less amounts deemed to be invalid activity or errors (as described below). All deductions from Clickthrough gross collections shall be determined by Redpaddle in its reasonable discretion; Partner agrees and acknowledges that under no circumstances shall Redpaddle be responsible for making payments to Partner, with respect to Clickthroughs to websites provided by Suppliers if any such Supplier fails to make corresponding payments to Redpaddle for such Clickthroughs. Partner must provide Redpaddle a properly filled-out and signed United States IRS Federal Tax Form W-9 or W-8 (for Partners located outside the United States). Payments will be made within 3 business days after receipt of payment from Suppliers. For purposes of this Agreement, a “Clickthrough” is defined as a successful delivery of the Consumer to an Advertiser or Supplier-provided website as a result of a Clickthrough initiated by the Consumer from the Partner’s web-page through search engine results provided by Redpaddle, as determined and verified through Redpaddle’s click-tracking and accounting system but not including any click which is deemed either fraudulent in nature or the result of an incentive offered, paid, or given to the Consumer. Partner agrees and acknowledges that Redpaddle will operate software programs to detect fraudulent or questionable click patterns which will eliminate the distribution and/or delivery of some fraudulent or questionable traffic. Redpaddle will at no time pay Partner for clicks it determines are fraudulent in nature or detrimental to Redpaddle, its Advertisers or its Suppliers. Redpaddle will also not pay for any Clickthroughs that are not honoured by Advertisers or Suppliers within a 6 month timeframe of billing to that Advertiser.

Reporting. All payments will be made based on Clickthroughs reported and revenue generated as determined by Redpaddle’s initial reporting system and ultimately finalized with Advertiser revenue reporting. Reported numbers are subject to change until payment is received in full by Advertisers and no other dispute has been filed by advertisers or distributors making claims of fraud up to 6 months after such payment is made.

Term. This Agreement shall commence as of date of online registration and shall continue in full force and effect until terminated as provided herein. In addition, policies and terms are subject to change at any time. Notification of change in addendum form will be sent out as required. These addendums must be signed and countersigned within 7 days to honor changes and is subject to suspension of payment if signature requirement is not fulfilled.

Termination. Either party may terminate this Agreement for any reason upon 24 hours written notice to the other party. In addition, Partner agrees and acknowledges that Redpaddle reserves the right to terminate services at any time if Redpaddle deems, in its sole discretion, that an unacceptable number of searches generated by Partner or Consumers are not legitimate searches and/or are fraudulent in nature. This Agreement shall automatically terminate if one or both of the parties dissolves its business or files a bankruptcy petition.

No Publicity. The terms of this Agreement shall be held confidential by both parties, as shall the parties’ respective performance under this Agreement. Neither party shall publicize the existence or terms of this Agreement without the consent of the other, and in the event of such consent all press release materials shall be reviewed and approved by the other party. In the event that any disclosure of terms or performance is required for legal or regulatory reasons, the disclosing party shall use its best efforts to minimize such disclosure and to notify the other party in advance of such required disclosure.

Warranties. Neither party makes any warranty to the other party pursuant to this Agreement with respect to search engines, search results, websites or any other products or services provided by either party. Without limiting the generality of the immediately preceding sentence, the parties make no representation, and hereby expressly disclaim all warranties, express or implied, regarding products or services provided, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from the course of dealing or the course of performance.

Redpaddle does not endorse any information provided through the use of its search database. Partner agrees and acknowledges that Redpaddle has no obligation to verify the contents of any website that is included in Redpaddle’s search engine results or database that is accessed by Partner or any Consumer and that Redpaddle expressly disclaims any responsibility to verify such content.

Indemnification. Each party agrees to indemnify the other party hereto and to hold the indemnified party harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by the indemnified party, arising out of or related to the indemnifying party’s breach of any of the foregoing representations and warranties or non-fulfillment of any obligation hereunder to be performed by the indemnifying party. Each party shall promptly notify the other party of any threat of a claim that such party becomes aware of and that may give rise to a request for indemnification hereunder.

No Liability. Under no circumstances shall either party be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not such party had been advised of the possibility of such damages) arising from any aspect of the relationship provided for herein. Without limiting the generality of the foregoing, any liability of Redpaddle shall be limited to the total amount paid to Partner by Redpaddle under this Agreement.

Non Exclusive Partnerships and Agreements. This Agreement, under no circumstances, shall allow for either Redpaddle, Inc or Partner to have any exclusivity agreements for business and services with advertisers, publishers, or any other partners and companies that such parties have current or future agreements and contracts signed with. Partner and Redpaddle, Inc. may do business as necessary with any and all future clients and partners as required by each company.

Entire Agreement. This Agreement and subsequent Schedules and Amendments constitutes the entire agreement between the parties with respect to the subject matter hereof. No oral promises or representations in connection herewith shall be binding upon either party, nor shall this Agreement be modified in any manner except by amendment in writing executed by the parties hereto.

Governing Law. This agreement shall be governed by the laws of the State of California, without reference to conflict of laws provisions, and shall be deemed to have been entered into within the State of California. The Parties all consent to the jurisdiction of federal and state courts in Orange County, California, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal successors and assigns.

Waiver. Failure of either party to insist upon strict compliance with the terms and conditions of this Agreement shall not be considered a waiver of such terms and conditions, which either party may enforce at any later date.

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereunder.

Counterpart Execution. This Agreement may be executed in as many counterparts as may be necessary and each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date of online registration.