This Network Participation Agreement (this Agreement) is made and entered into as of the date for which this Agreement has been electronically accepted (the Effective Date), by and between LeaderClicks Networks, Inc., an Illinois corporation, having its principal place of business at 185 Berry Street, Suite 4809, San Francisco, CA 94158 (LeaderClicks), and the User that represents their company (You) by electronically accepting this Agreement to use LeaderClickss services.

Background

A. LeaderClicks has developed and maintains a network of registered advertisers and publishers, and related technology and software to direct customized advertisements and links from advertisers (Advertisers) to the websites of selected participating publishers (Publishers) (collectively, the LeaderClicks Network or the Network).

B. You desire to participate in the LeaderClicks Network as an Advertiser and/or a Publisher, in order to sell ad inventory and/or display ad content, subject to and in accordance with the terms and conditions of this Agreement.

C. You understand that access to, use of or participation in the Network is expressly conditioned on compliance with the terms and conditions of this Agreement; if You do not agree to be bound by the terms and conditions of this Agreement, You may not access, use or participate in the LeaderClicks Network.

NOW, THEREFORE, in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Network. The LeaderClicks Network allows Advertisers to display content, including written content, images, graphics, URLs and other materials (the Ads) on the websites of selected Publishers. The Network is used to manage the delivery of an Ad (an Ad Campaign) to the websites of participating Publishers (Publisher Websites).

2. Acceptance of Terms. PLEASE READ THIS AGREEMENT CAREFULLY. Your access to, use of and participation in the Network are expressly conditioned on Your compliance with this Agreement. By registering with LeaderClicks, clicking I Agree or otherwise accessing, using or participating in the LeaderClicks Network, You hereby represent to LeaderClicks that (i) You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements and agree to follow and be bound by this Agreement and the LeaderClicks Privacy Policy (located at www.LeaderClicks.com/privacy), which is incorporated herein by reference. If You register on behalf of a business You represent that You have the authority to bind that business, and Your acceptance of this Agreement will be treated as acceptance by that business. In such event, You and Your will refer to that business in this Agreement. If You register as an agent on behalf of an Advertiser, You represent that You have the authority to bind that Advertiser, and Your acceptance of this Agreement will be treated as acceptance by that Advertiser. In such event, You and Your will refer to that Advertiser in this Agreement. If You do not agree to be bound by the terms and conditions of this Agreement, do not access, use or participate in the LeaderClicks Network.

3. Modifications & Notifications

3.1. Modification of the LeaderClicks Network. LeaderClicks reserves the right to improve, modify, remove, suspend or discontinue, temporarily or permanently, in whole or in part, any information, content, services, products or features appearing on and/or offered through the LeaderClicks Network and the LeaderClicks Network website (the Network Site or Site) at any time in LeaderClickss sole discretion without notice and without liability. LeaderClicks is under no obligation to remove any content and we do so at our sole discretion. LeaderClicks may discontinue or revise any or all aspects of and/or offered through the LeaderClicks Network in our sole discretion and without prior notice.

3.2. Modification of Agreement. LeaderClicks may revise the terms and conditions of this Agreement (including the LeaderClicks Privacy Policy) at any time with notice to You. Revisions will be deemed effective upon notice to Your registered Account (as defined below) or by posting a message to the Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account or on the Site). By continuing to access, use or participate in the LeaderClicks Network after we have provided notice of any such revisions to You, You agree to be bound by the revised Agreement. If any revision is not acceptable to You, Your only recourse is to cease accessing, using or participating in the LeaderClicks Network. Each time You access, use or participate in the LeaderClicks Network, You reaffirm Your acceptance of the then-current Agreement.

3.3. Acceptance. You agree that LeaderClicks shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the LeaderClicks Network or any LeaderClicks Advertising Guidelines. By continuing to participate in the LeaderClicks Network after LeaderClicks has posted any such modifications or provided any required notices, You agree to be bound by the modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.

4. Registration and Password. To participate as an Advertiser and/or a Publisher in the LeaderClicks Network, You must first register with LeaderClicks and create a unique, password-protected account (Your Account). You will be responsible for safeguarding and maintaining the confidentiality of Your Account password. You also take full and sole responsibility for any actions under Your password or Account, whether authorized by You or not. Your registration information and certain other information about You will be used by LeaderClicks in accordance with the LeaderClicks Privacy Policy located at http://SocialHour.com/privacy/. You will immediately notify LeaderClicks of any unauthorized use of Your username or password. You are responsible for keeping Your Account information current, complete and accurate, and You acknowledge and agree that LeaderClicks will have no responsibility or liability, directly or indirectly, for failure to deliver notices or payments that result from inaccurate Account information.

5. Advertiser Obligations.

5.1. Ad Campaigns. If You participate in the Network as an Advertiser, You may begin creating Ads and Ad Campaigns as soon as You register with LeaderClicks and set up Your Account. You will setup and select the activities and metrics relating to an Ad that will trigger a payment by You to LeaderClicks (e.g., delivery of an impression or click) (an Action). You will provide Your Ads to LeaderClicks in accordance to LeaderClicks Advertising Guidelines, available at http://SocialHour.com/adguidelines.

5.2. Responsibility. LeaderClicks disclaims all liability relating to Your Ads and Ad Campaigns. You are solely responsible for Your Ads and Ad Campaigns, any services and products You offer through Your Ads and Ad Campaigns and any websites that can be linked to from Your Ads and Ad Campaigns. You may cancel or suspend an Ad or Ad Campaign, effective within approximately fifteen (15) minutes of LeaderClickss receipt of Your cancellation notice, by logging into your Account and pausing your Ads. LeaderClicks may, in its discretion, reject or remove, or suspend (such as in the event Your Ad Campaign spending limit has been reached), any of Your Ads at any time.

5.3. Prohibitions. You represent and warrant that: (i) You are the owner or are licensed to use the contents and subject matter contained in Your Ads and Ad Campaigns; (ii) Your Ads and Ad Campaigns are free of any "worm", "virus" or other device that could impair or injure any person or entity; (iii) Your Ads and Ad Campaigns do not violate any law or regulation, including but not limited to laws governing false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; (iv) Your Ads and Ad Campaigns do not: (a) contain any misrepresentations or content that is defamatory; (b) violate any rights of privacy or publicity; (c) contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; or (d) promote or support gambling or sweepstakes or contests; (v) You are generally familiar with the nature of the Internet and You will comply with all laws and regulations that may apply to display of the Ads and Ad Campaigns on Publisher Websites, including privacy laws; (vi) the Ads and Ad Campaigns do not and will not infringe any intellectual property or proprietary right of any third party; and (vii) You will not nor will You authorize third parties to: (a) generate fraudulent, automated or otherwise-invalid Actions relating to Your Ads and Ad Campaigns; (b) use robots, other automated-query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by LeaderClicks; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where Your Ad and Ad Campaigns are displayed.

6. Publisher Obligations.

6.1. Publisher Websites. If You participate in the Network as a Publisher, and subject to Your compliance with the terms and conditions of this Agreement, LeaderClicks will deliver Ads to Your specified Publisher Websites. LeaderClicks will provide Publishers with instructions for implementation of any software, technical specifications or guidelines for delivery of the Ads, which instructions form part of this Agreement and are incorporated herein by reference. If You participate in the Network, You agree to comply with the technical specifications provided by LeaderClicks to enable proper display of the Ads in connection with the Network, including without limitation by not modifying the HTML, JavaScript or other programming provided to You by LeaderClicks in any way. LeaderClicks and/or the Advertisers will own content and creative for the Ads, and You will display the Ads as they are provided by LeaderClicks without modification.

6.2. Representations. By participating in the Network, You represent that You are the owner/publisheror the authorized agent of the owner/publisherof Your Publisher Websites and that the information related to Your Publisher Websites is true and accurate.

6.3. Publisher Website Ad Codes. LeaderClicks will provide You access to the LeaderClicks Network Site, where You can access and update Your account information and view available ad sizes and formats. From the publisher section of the LeaderClicks Network Site, You can also download the LeaderClicks provided browser compatible code (e.g. HTML and/or JavaScript) that You will place in designated locations within Your Publisher Website to enable LeaderClicks to serve Ads to those locations (Ad Codes). You will place the Ad Codes only on user-accessible pages within Your Publisher Website displayed within a user-invoked browser. You will only place the Ad Codes in locations that will display the complete Ad in the size and format specified by LeaderClicks for each Ad Code. You will not make any changes to the Ad Codes without LeaderClickss prior written consent. Other than as specified above, You will not install Ad Codes in any location such as in e-mail messages, pop-unders, or other similar locations. LeaderClicks may replace or request you to remove the Ad Codes provided to You at any time. LeaderClicks and/or the Advertisers will own content and creative for the Ads, and You will display the Ads as they are provided by LeaderClicks without modification. All personal information You provide to LeaderClicks and Your access to the LeaderClicks Network Site will be used by LeaderClicks in accordance with the LeaderClicks Privacy Policy, http://SocialHour.com/privacy, which is incorporated herein by reference.

6.4. Publisher Website Procedure. The LeaderClicks Network Site will be the official site for any communications regarding Ads, LeaderClicks Advertising Guidelines, and this Agreement. You will direct any communications about Ads to LeaderClicks and not to the Advertisers. No other communications from Advertisers or other third parties will be binding on LeaderClicks or will otherwise affect this Agreement. You will not engage in any of the following prohibited activities: (i) the promotion or conduct of any illegal or fraudulent activity through Your Publisher Website; (ii) the display of obscene, pornographic, offensive, violent, defamatory, illegal or misleading content on Your Publisher Website; (iii) the use of invisible, fraudulent, automated or otherwise invalid methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; (iv) the disruption, interception, or redirection of any links from the Ads displayed on Your Publisher Website, (v) the sending or causing to be sent unsolicited emails, and (vi) providing or permitting any incentive based promotion in connection with an Ad, unless specifically authorized by an Advertiser.

7. Privacy: User Data Collection & Use

7.1. Data Collection and Sharing. LeaderClicks and Advertisers will collect, use and share general, non-personally identifiable data (including without limitation user IP addresses and browser types, referring pages, user interaction information, profile information disclosed by the user and Ad identification information) in connection with Ads displayed on Publisher Websites (the General Data). In addition, LeaderClicks and Advertisers may access, use and share user profile information collected or received by Publisher Websites displaying an Ad (including without limitation user profile, user picture, likeness or image, age, gender, income, geo-location of user, other application- and platform-specific information and contextual information regarding Your Publisher Website displaying the Ad) (the Profile Data).

7.2. Publisher Websites.

(a) General Data. As a Publisher, You will permit and enable the placement of LeaderClicks ad tags and cookies on Your Publisher Websites, subject to the user opt-out provisions described in Section [7.2(e)] below and a users ability to prevent the use of cookies through browser settings. You agree and acknowledge that LeaderClicks and Advertisers may collect, use and share General Data from Your Publisher Websites.

(b) Targeted Data. In addition, in order to more effectively display targeted Ads on Your Publisher Websites, You agree to permit and enable LeaderClicks, to the extent collected or received by You and to the extent permitted by the terms of Your Publisher Websites, to access Profile Data collected or received by Your Publisher Websites displaying an Ad.

(c) Collection of Information by Advertisers. As a Publisher, You acknowledge that Ad content may include features or functionality (e.g., interactive games) from Advertisers or their agencies that monitor a user's usage, redirect a user to an Advertiser landing page or request users to submit information.

(d) Data Use. You agree and acknowledge, and represent and warrant that you have the rights and permissions necessary, that LeaderClicks may collect and use General Data and Profile Data as set forth in the LeaderClicks Privacy Policy located at http://SocialHour.com/privacy/, including but not limited to: (a) tracking impressions and controlling the number of times a user views an Ad, and monitoring Ad interactions and the effectiveness of Ads; (b) improving, enhancing and implementing Ad targeting, performance management, forecasting abilities, creative optimization and monetizing technologies by LeaderClicks and Advertiser; (c) targeting Ad Campaigns and general advertising on the Publisher Websites; and (d) using the users picture and first name in the Ad being displayed. Furthermore, You hereby grant, and You represent and warrant that You have the rights and permissions necessary to grant, to LeaderClicks an irrevocable, perpetual, non-exclusive, transferable and sublicensable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute any General Data and Profile Data for any purpose, commercial, advertising or otherwise, on or in connection with the Ads as displayed by Publishers in the LeaderClicks Network.

(e) User Opt-Out Procedures. Users may choose to opt out of LeaderClickss use of their General Data and Profile Data by visiting http://LeaderClicks.com/privacy/ and opting out of LeaderClickss collection and use of such data. To the extent that anonymous user IDs are used to indicate users who have elected to opt out, Publisher acknowledges that the use of cookies, or other methods developed in the future, for this purpose are not infallible and LeaderClicks and Advertisers will not be liable if a users browser blocks installation of such a cookie, if a user intentionally or unintentionally blocks or removes the opt out cookie, or otherwise interferes with LeaderClickss and Advertisers ability to honor the users choice to opt out.

7.3. Privacy Policies. The collection, use and sharing of General Data and Profile Data will comply with all applicable laws and with the parties applicable privacy policies and website or application terms of service. You agree You will inform LeaderClicks immediately of any changes You make to your Privacy Policy that modify or restrict LeaderClickss right to collect, use and disclose General Data and Profile Data as contemplated by this Agreement.

(a) LeaderClicks Privacy Policy. LeaderClickss collection, use and disclosure of General Data and Profile Data will be in accordance with the LeaderClicks Privacy Policy located at http://LeaderClicks.com/privacy/.

(b) Advertiser Privacy Policy. During the term of this Agreement, You agree You will make such reasonable changes to Your privacy policies or other applicable policies (e.g., cookie or beacon policies) or terms of service as are required, as applicable, (i) to accurately and clearly describe the collection, use and disclosure of General Data and Profile Data as described in this Agreement; and (ii) to ensure such. In addition, You will include language in Your applicable privacy policies that will, among other things, (a) inform users of the collection of General Data by, and the transmission of Profile Data to, You as contemplated by this Agreement, (b) explain how such General Data and Profile Data are used, and (c) inform users regarding the use of cookies and/or tracking technology.

(c) Publisher Privacy Policy. During the term of this Agreement, You agree You will make such reasonable changes to Your privacy policies or other applicable policies (e.g., cookie or beacon policies) or terms of service as are required, as applicable, (i) to enable the collection of General Data and the disclosure and use of Profile Data as described in this Agreement; and (ii) to permit the collection, use and disclosure of General Data and Profile Data as described in this Agreement. In addition, You will include language in Your applicable privacy policies that will, among other things, (a) inform users of the collection of General Data by, and the transmission of Profile Data to, LeaderClicks and Advertisers (or generally to third parties) as contemplated by this Agreement, (b) explain how such General Data and Profile Data are used, and (c) inform users regarding the use of cookies and/or tracking technology.

8. Intellectual Property Rights

8.1. User Content License & Representations. You are solely responsible for any photos, profiles (including name, image and likeness), messages, notes, text, information, music, video, advertisements, listings and other content that You upload, publish, display or provide on or through an Ad, or transmit or provide during Your participation in the LeaderClicks Network (collectively, "User Content"). You may not post, transmit or share User Content in or through the LeaderClicks Network that You do not own or that You do not have permission to use. Furthermore, by providing Ads You automatically grant, and You represent and warrant that You have the right to grant, to LeaderClicks an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute any User Content for any purpose, commercial, advertising or otherwise, on or in connection with the Ads as displayed by Publishers using the LeaderClicks Network.

8.2. Advertiser Licenses. If You participate as an Advertiser, You hereby grant LeaderClicks, in order to allow LeaderClicks to serve Your Ads on the Publisher Websites, an unlimited, non-exclusive, fully transferable and sublicensable, worldwide, royalty-free, fully paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the Ads, including in multiple, different size layouts, and to commercially monetize and exploit the same solely for the purposes of the Network, as set forth herein.

8.3. Publisher Licenses. If You participate as a Publisher, LeaderClicks and the Advertisers grant You a non-exclusive license during the term of this Agreement to display the Ads on Your Publisher Website in the form provided by LeaderClicks, in accordance with the terms and conditions of this Agreement. You will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Ads. You grant LeaderClicks a non-exclusive license during the term of this Agreement to use, copy, display, distribute, and disclose Your name, logo, and account information on the LeaderClicks Site and in LeaderClicks marketing materials. You also grant LeaderClicks a non-exclusive license during the term of this Agreement to index and cache Your Publisher Website and any portion thereof, by manual or automated means (including with Web spiders and crawlers), for purposes of promoting the LeaderClicks Network, soliciting other publishers and advertisers to participate in the Network, and directing advertisements to Your Publisher Website.

8.4. Publisher Data Ownership. As between LeaderClicks and Publisher, Publisher owns all Profile Data of its Publisher Website users.

8.5. Reserved Rights. Except as expressly permitted in this Agreement, You will not earn or acquire any rights or licenses in the LeaderClicks Network. You acknowledge and agree that LeaderClicks and its licensors own all right, title, and interest in and to the LeaderClicks Network, including all intellectual property rights therein. The LeaderClicks Network is protected by copyright, trademark and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, You may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use the LeaderClicks Network.

9. PAYMENTS

9.1. Advertiser Payment. Calculation of the fees You owe LeaderClicks under this Agreement (Fees) is dependent on how You bid for Your Ads via the LeaderClicks Site when You create Ads and Ad Campaigns. LeaderClicks will charge you in one of three ways: 1) Your credit card 2) deduct the Fees from a LeaderClicks payment account that You have established with a LeaderClicks third-party payment processor (e.g., PayPal). LeaderClicks may elect to accumulate multiple charges and invoice or charge You when Your unpaid Fees total a threshold amount 3) Invoice you and request a wire for amounts due. If You decide to cap Your expenditure for an Ad Campaign, LeaderClicks will use commercially reasonable efforts to end such campaign when the cap has been reached; however, any Fees that exceed the cap are Your sole responsibility. Fees will exclude all applicable taxes. Fees are based only on LeaderClickss measurements of Actions, and LeaderClicks does not reconcile Action data with third-party advertisement servers. If LeaderClicks becomes aware of fraudulent actions, relating to an Ad Campaign, it may reverse certain amounts charged to You. For the purposes of checking credit, effecting payment and/or servicing Your account, LeaderClicks may share with companies who work on its behalf, such as payment processors and/or credit agencies, any credit-card and related payment information that You provide.

9.2. Publisher Payment.

(a) Calculation of Payment. As a Publisher, You will be able to generate revenue through valid, end user Actions relating to Ads displayed on Your Publisher Websites. LeaderClicks will pay Publishers a CPM percentage revenue payment based on the revenue received from Advertisers for Ads displayed on Your Publisher Website, less any refunds or credits due to the Advertisers, merchant card fees, ad-serving fees, campaign referral fees, unpaid advertiser fees and other related expenses. Payments earned as a result of valid Actions will accrue and be posted to Your Account. You will be able to view an estimate of CPM payments earned under this Agreement in Your Account. Amounts due to You will be determined solely by LeaderClicks based on data regarding impressions, clicks, transactions, conversions and other applicable metrics collected by LeaderClicks. LeaderClicks has no obligation to pay any amounts determined by LeaderClicks to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement. If You dispute LeaderClickss calculation with respect to amounts owed to You, LeaderClicks will use reasonable efforts to resolve that dispute in good faith, but LeaderClickss resolution will be final.

(b) Timing of Payment. LeaderClicks will pay You 100% of the amount it expects to receive from Advertisers within thirty (30) days after the last day of the month in which Ads were served. If, for whatever reason, the Advertisers fail to pay LeaderClicks then LeaderClicks, at its discretion, may deduct from Your payment in the current pay period or in future pay periods amounts owed to LeaderClicks by Advertisers for Ads displayed on Your Publisher Website. If payments due to You in any month are less than twenty dollars ($20), LeaderClicks will credit amounts due to Your account and pay them in the next month in which cumulative amounts due are at least twenty dollars. All payments will be made in U.S. Dollars.

(c) Account Transfer Terms. Generally, accrued payments will be available for withdrawal or transfer from Your Account thirty (30) days after the end of the calendar month in which they accrued or within thirty (30) days of the end of the month in which applicable revenue is received by LeaderClicks from Advertisers. All payments will be made in U.S. Dollars. If payments due to You in any month are less than twenty dollars ($20), LeaderClicks will credit these amounts due to Your Account but only permit You to withdraw or transfer them in the next month in which cumulative amounts due are at least twenty dollars ($20). You will not be entitled to receive interest on any Account payments.

(d) Taxes & Required Documentation. You are responsible for calculating and paying all taxes owed on all compensation or amounts received by You from us. If any governmental entity determines that we are responsible for paying taxes on Your behalf, any further compensation will be net of taxes and You will promptly refund to us the amount(s) which we were required to pay on Your behalf. If You are an individual or non-corporate entity, You must complete and submit to us an IRS Form W-9 (if You are a US citizen) or an IRS Form W-8ECI or W-8BEN (as applicable, if You are a non-US Citizen) in order for us to pay You and to prevent backup withholding on payments.

9.3. Prohibited Actions. You will not, nor permit others to, use robots, spiders, or other means of creating any artificial or fraudulent impressions of the Ads. You will not, nor permit others to, disrupt, intercept or redirect any links from Ads displayed on Publisher Websites. LeaderClicks will have no obligation to pay any amounts determined by LeaderClicks to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement.

9.4. Payment Terms. LeaderClicks may modify its payment terms at any time, upon thirty (30) days prior notice of any such change (unless LeaderClicks is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by LeaderClicks (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease participation. By continuing to participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, LeaderClicks may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.

10. Term and Termination.

10.1. By Advertisers. You may terminate this Agreement by disabling Your Account. As an Advertiser, You may terminate any Ad Campaign at any time by following instructions set forth in Your advertising Account at http://SocialHour.com. Upon termination, You will pay all amounts due to LeaderClicks within thirty (30) days from the last day of the month in which termination occurs.

10.2. By Publishers. You may terminate this Agreement by disabling Your Account. As a Publisher, You may terminate participating (or change or cease which Publisher Websites receive Ads) by removing the LeaderClicks Ad Codes. Upon termination, (i) You will remove all Ad Codes from Your Publisher Website within twenty-four (24) hours; and (ii) LeaderClicks will pay all undisputed amounts due to You within ninety (90) days from the last day of the month in which termination occurs.

10.3. By LeaderClicks. LeaderClicks may immediately terminate this Agreement, or cancel or suspend in whole or in part, the LeaderClicks Network, for any reason at any time. In addition, LeaderClicks may terminate this Agreement immediately without notice to You in the event that: (i) You fail to comply with the LeaderClicks Advertising Guidelines, available at http://SocialHour.com/adguidelines; (ii) You breach any term or condition of this Agreement; or (iii) upon receipt of claims or allegations from third parties or authorities or if LeaderClicks believes You have breached any term or condition of this Agreement. LeaderClicks is not required, and may be prohibited, from disclosing a reason for the termination of Your Account. All decisions regarding the termination of Accounts shall be made in the sole discretion of LeaderClicks. You agree that no liability shall arise from any termination by LeaderClicks.

10.4. Survival. Upon termination or expiration of this Agreement, any terms that should by their nature survive will survive, including without limitation the indemnification and confidentiality provisions.

11. Confidential Information. During the term of this Agreement, each party may receive Confidential Information from the other. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, each party will use reasonable efforts to maintain the confidentiality of all such information and no party will use less effort than that which it ordinarily uses with respect to its own Confidential Information. The foregoing will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors, or prospective acquirors or investors. LeaderClicks Confidential Information includes (i) all software, technology, guidelines and documentation relating to the LeaderClicks Network; (ii) campaign metrics (e.g., click-through rates, conversion rates, and targeting criteria), amounts paid or payable, and other statistics relating to the Network; and (iii) LeaderClickss methods for selecting and directing Ads to Publisher Websites, and/or LeaderClickss methods for selecting and directing Ads to specific Ad Codes. Your Confidential Information means any confidential business or technical information that You provide to LeaderClicks. Confidential Information does not include information that: (w) is or becomes generally known to the public through no fault of or breach of this Agreement by the recipient; (x) is rightfully known by the recipient at the time of disclosure without a confidentiality obligation; (y) is independently developed by the recipient without use of the disclosing partys Confidential Information; or (z) the recipient rightfully obtains from a third party without disclosure restrictions.

12. Indemnification.

12.1. General. You will indemnify, defend and hold LeaderClicks and its officers, directors, employees, shareholders, agents, affiliates, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to: (i) Your participation in the LeaderClicks Network, including but not limited to, claims relating to a breach of this Agreement by You, a violation of any third partys intellectual property rights or right of privacy, or Your privacy policy, arising from such participation; and (ii) Your User Content,

12.2. By Advertisers. In addition to the above, if You participate as an Advertiser, You will indemnify, defend and hold LeaderClicks and its officers, directors, employees, shareholders, agents, affiliates, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to Your Ads, including without limitation, claims that the Ads infringe any privacy, publicity, intellectual property or proprietary rights of any third party.

12.3. By Publishers. In addition to the above, if You participate as a Publisher, You will indemnify, defend and hold LeaderClicks and its officers, directors, employees, shareholders, agents, affiliates, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to: (i) the operation or content of Your Publisher Website; or (ii) LeaderClickss use of any General Data or Profile Data that You have provided pursuant to this Agreement. Furthermore, You will also indemnify, defend and hold Advertisers and any third party advertiser aggregators/agents with whom LeaderClicks has contracted for Advertisers (and their respective officers, directors, employees, shareholders and agents) harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) directly or indirectly arising from or relating to Your participation in the LeaderClicks Network and the operation or content of Your Publisher Website. You acknowledge that Advertisers and any third party advertiser aggregators/agents with whom LeaderClicks has contracted for Advertisers, are intended third party beneficiaries of these indemnities and You agree that You will not assert a defense based upon lack of privity against such Advertisers and third party advertiser aggregators/agents with whom LeaderClicks has contracted for Advertisers, seeking to enforce these indemnities.

13. No Guarantee; Warranty Disclaimer. LeaderClicks makes no guarantee that participation in the LeaderClicks Network will secure any success or generate any leads from Ads, that Ads will be served on or directed to Publisher Websites, or that You will become entitled to any level of payment. LeaderClicks DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOCIAL MEDIA DOES NOT WARRANT (I) THAT THE NETWORK WILL MEET YOUR REQUIREMENTS; (II) THAT THE NETWORK AND ANY ADS WILL OPERATE WITHIN YOUR PUBLISHER WEBSITE; OR (III) THAT THE OPERATION OF THE NETWORK WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY ERRORS WILL BE CORRECTED.

14. Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 5.3 (PROHIBITIONS), 11 (CONFIDENTIAL INFORMATION) AND 12 (INDEMNIFICATION), EACH PARTYS TOTAL CUMULATIVE LIABILITY TO THE OTHER UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID OR OWING TO YOU HEREUNDER IN THE TWELVE(12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. NEITHER YOU NOR LeaderClicks WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE NETWORK. IN ADDITION, LeaderClicks WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM YOUR PARTICIPATION IN THE NETWORK, TERMINATION OF YOUR PARTICIPATION IN THE NETWORK, OR ANY CESSATION OF NETWORK FUNCTIONS.

15. General. This Agreement shall be governed by California law except for its conflicts of laws principles and will be adjudicated in the federal or state courts located in the Northern District of California. The parties hereby consent to personal jurisdiction and venue therein. If any portion of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force. You may not assign this Agreement without LeaderClickss prior written consent. Any attempt to assign this Agreement other than as permitted above will be invalid. This Agreement is intended for the sole benefit of the parties and is not intended to benefit any third party, except that the parties agree that Advertisers and any third party advertiser aggregators/agents with whom LeaderClicks has contracted for Advertisers, are intended third party beneficiaries of the indemnities hereunder. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding this subject matter. It supersedes all prior or contemporaneous agreements or understandings relating to this subject matter.