DEFINITIONS

The following terms will have the indicated meanings:

1. Affiliate                                            
The name of the company or individual or other corporate entity.

2. Affiliate's Web Site                        
The web pages of Affiliate, as indicated in Affiliate's registration form "URL of Site."

3. Click-Through                                   
When a user of Affiliate's Web Site enters text into a Search Box and then clicks the button on the Search Box to submit a search request to the Search Engine and a valid search request is received at the Search Engine. Click-through must adhere to all provisions of this Agreement for Affiliate to receive compensation under this Agreement.

4. Content Related Link                        
Words and/or phrases that are hyper linked to search results from the Search Engine ("Search Results") that appear in a new browser window.

5. MetaXMLFeed Advertising Services        
Includes Web and Yellow Page Search only.

6. Licensed Materials                          
The Search Links and the software code, functionality and/or URL's that enable a user of Search Links to access the MetaXMLFeed Services.

7. Search Box                                      
The MetaXMLFeed graphical element containing one or more of the MetaXMLFeed trademarks, service marks and/or trade names, where users enter search queries in order to receive Search Results from the Search Engine.

8. Search Engine:                                 
MetaXMLFeed's proprietary technology for searching for Web sites ("Web Search") on the World Wide Web for organizing information available through the World Wide Web, and for providing search results to users who request such information.

9. Search Links:                                     
Refers collectively to Content Related Links and Search Boxes.

GRANT OF LICENSE

1. License:                                             
Subject to the terms and conditions of this Agreement, MetaXMLFeed grants to Affiliate a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable royalty-free license during the term of this Agreement to display the Licensed Materials on Affiliate's Web Site, solely in connection with the exercise of Affiliate's rights under this Agreement.

2. Use:                                                   
Affiliate shall apply, use, display and reproduce the Licensed Materials, in the size, place, and manner MetaXMLFeed may indicate from time to time, on Affiliate's Web Site and related materials.

3. Ownership                                        
Affiliate acknowledges that all right, title and interest in the Licensed Materials are exclusively owned by MetaXMLFeed and/or its licensors, and that no right other than the limited license granted herein is provided to Affiliate.

METAXMLFEED's RIGHTS AND RESPONSIBILITIES

1. Search Box, Content Related Link:       
MetaXMLFeed will provide to Affiliate a Search Box or a Content Related Link or software code (XML) that will enable

(i) in the case of a Search Box, a user of Affiliate's Web Site to type in a search query that will enable users of Affiliate's Web Site to access the Search Engine, or

(ii) in the case of a Content Related Link (XML), enable a user to click on hyper linked text that will enable such users of Affiliate's Web Site to access the Search Engine.  Or, that Content Related Link may be sold outright to a third party advertiser contracted through MetaXMLFeed.

AFFILIATE'S RESPONSIBILITIES

1. Affiliate's Implementation Responsibilities: 
Affiliate shall enable users of Affiliate's Web Site to enter search queries at a Search Link and access Web Search.

2. Changes:                                          
Affiliate shall not change the Licensed Materials or any other material that may be licensed to Affiliate without permission from MetaXMLFeed.

3. Affiliate's Site:                                    
Affiliate agrees that it is solely responsible for the development, maintenance and operation of Affiliate's Web Site and for all materials and content that appear on Affiliate's Web Site.

4. Publicity:                                            
Affiliate may not create, publish, or distribute any item that references MetaXMLFeed without first submitting those items to MetaXMLFeed and receiving MetaXMLFeed's written consent.  Affiliate may not issue any press release or other public statements regarding this Agreement without MetaXMLFeed's prior written approval.  The failure to obtain the prior written approval of MetaXMLFeed shall be deemed a material breach of this Agreement.

5. Wrongful Acts                                   
Affiliate shall not access the Licensed Material through any of the following:

(a) "blind links" (i.e. where users do not know that they will be performing a search),

(b) links in which a user is persuaded to perform a search in order to obtain some other benefit,

(c) Pre-filled Search Boxes, unless specifically approved by MetaXMLFeed in writing,

(d) Exit traffic when the user is required to perform a search prior to exiting a web page,

(e) searches required of the user in order for the user to do another function, such as leaving a web page or closing a pop-up window,

(f) searches performed upon a user hitting the back button or any other element of the browser,

(g) searches originating outside of the United States, Canada or other approved countries determined by MetaXMLFeed.

(h) the syndication or delivery of the Licensed Material to any site or application not approved in writing by MetaXMLFeed or to any third party not approved in writing by MetaXMLFeed, and

(l) any other method or mechanism that violates MetaXMLFeed written policies, as communicated to Affiliate from time to time (including communication through Affiliate-related areas of MetaXMLFeed's web site).If Affiliate violates any provision of this Section, then MetaXMLFeed may terminate this Agreement immediately upon notice to Affiliate, and the related terms of Section 10 (Termination) and Section 6 (Consideration) apply.

CONSIDERATION

1. Consideration                                    
MetaXMLFeed will pay Affiliate a commission of 60% of the per click amount. MetaXMLFeed has no obligation to pay Affiliate for commissions for any search queries from the Search Box or Content Related Link that were not generated by means of a valid search request, that do not otherwise fit the definition of a Click-Through, or that are in violation of the Section titled "Wrongful Acts" or any other provision of this Agreement.

2. Terms                                               
MetaXMLFeed will pay Affiliate 30 days after each calendar month for revenue generated by searches to its own clients and pay Affiliate 30 days after each calendar month for revenue generated by 3rd party feeds.

MetaXMLFeed also does not pay Affiliates for clicks that are not paid for by MetaXMLFeed's feed providers.  MetaXMLFeed reserves the right to modify these terms at anytime without prior notification.

MetaXMLFeed does not pay for clicks which are deemed to be Fraudulent or are dropped.

Fraudulent incoming clicks will be counted when one or all of the following criteria are detected:

       1) More than 3 clicks per day for the same IP

       2) Duplicate clicks

       3) Click done 1 hour after the corresponding search

Dropped clicks will be counted when one or all of the following criteria are detected:

       1) Referrer can not be changed. The reason can be one of the following:

       (i)  Click not coming from a search

       (ii) Click coming from an invalid browser        

       2) Searcher IP and clicker IP do not match

       3) Invalid hash

3. Reporting:                                           
MetaXMLFeed will provide Affiliate with a password that will enable Affiliate to enter a password-protected site or an area of a site communicated to Affiliate by MetaXMLFeed. Affiliate may use the password to log in to that site solely to access information about the number of times the Search Box on Affiliate's Web Site has generated a search request to the Search Engine. Affiliate understands and agrees that MetaXMLFeed pays commissions based only on Click-Throughs and that the number of search requests generated may not be the same as the number of Click-Throughs.

The data reported to Affiliates on the MetaXMLFeed Website is estimated. The data that complies with the terms of your agreement is not yet available (for example, the revenue does not reflect certain adjustments which may be provided for in your contract). The data on which Affiliate's payment will be based reflects the final data. As a result, MetaXMLFeed offers no representation or warranty as to the accuracy of this information. This information is to be used as a guide only.  

For Affiliates who raise their own invoices ONLY: MetaXMLFeed will send Affiliate the final data after the reporting period ends. Affiliates are required to raise their invoice based upon that data.

REPRESENTATIONS AND WARRANTIES

1. MetaXMLFeed Advertising Warranties:      
MetaXMLFeed represents and warrants that it has full power and authority to enter into this Agreement. MetaXMLFeed does not warrant that the Search Engine or the Licensed Materials will meet all of Affiliate's requirements or that performance of the Search Engine or Licensed Materials will be uninterrupted or error-free. MetaXMLFeed IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS), OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO FROM THE SEARCH RESULTS. MetaXMLFeed AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

2. Affiliate Warranties:                             
Affiliate represents and warrants that:

 (i) it has full power and authority to enter into this Agreement,

(ii) the content on Affiliate's Web Site, and/or the technology used by Affiliate in connection with Affiliate's Web Site and/or the means by which users access Affiliate's Web Site

(a) are owned, validly licensed for use by Affiliate or in the public domain:

(b) do not constitute defamation, libel, obscenity, hate, discrimination;

(c) do not violate applicable law or regulations; 

(d) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and

(e) do not result in any consumer fraud, product liability, breach of contract to which Affiliate is a party or cause injury to any third party.

CONFIDENTIALITY

During the term of this Agreement, Affiliate may have access to certain non-public information of MetaXMLFeed, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by MetaXMLFeed ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of Affiliate's.

Affiliate agrees:

(i) not to disclose any Confidential Information to any third parties,

(ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and

(iii) to keep the Confidential Information confidential using the same degree of care Affiliate uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts having within their jurisdiction the location of MetaXMLFeed's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement.

INDEMNIFICATION

1. MetaXMLFeed Indemnification:
MetaXMLFeed shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against Affiliate, which alleges facts that would constitute a breach of any warranty or representation made by MetaXMLFeed under this Agreement; provided that Affiliate promptly notifies MetaXMLFeed in writing of any such claim, promptly tenders the control of the defense and settlement of any such claim to MetaXMLFeed (at MetaXMLFeed's expense and with MetaXMLFeed's choice of counsel), and cooperates fully with MetaXMLFeed (at MetaXMLFeed's request and expense) in defending or settling such claim, including but not limited to providing any information or materials necessary for MetaXMLFeed to perform the foregoing.

2. Affiliate Indemnification                   
Affiliate shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against MetaXMLFeed, which would constitute a breach of any warranty, representation or covenant made by Affiliate under this Agreement; provided that MetaXMLFeed promptly notifies Affiliate in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Affiliate at Affiliate's expense and with Affiliate's choice of counsel. MetaXMLFeed shall cooperate with Affiliate, at Affiliate's expense, in defending or settling such claim. Affiliate will not enter into any settlement or compromise of any such claim without MetaXMLFeed's prior consent, which shall not be unreasonably withheld.

3. Limitation of Liability                     
EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THE CONFIDENTIALITY PROVISIONS HEREIN OR OBLIGATIONS UNDER SECTION 9, NEITHER PARTY OR ANY OF METAXMLFEED'S LICENSORS WILL BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL METAXMLFEED'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

TERM

1. Term:                                                 
The term of this Agreement (the "Term") shall commence on the date Affiliate agrees to the terms and conditions of this Agreement and shall continue in force thereafter, unless earlier terminated as provided herein.

2. Termination for Breach                      
If Affiliate breaches any covenant, representation and/or warranty of this Agreement, if Affiliate engages in any acts prohibited in this Agreement (including in the Wrongful Acts section) or if Affiliate engages in any action that, in MetaXMLFeed's sole discretion, reflects poorly on MetaXMLFeed or otherwise disparages or devalues MetaXMLFeed's trademarks, service marks, trade name, reputation or goodwill, MetaXMLFeed may terminate the Agreement immediately upon notice to Affiliate.

3. Termination for Convenience 
Either party may terminate this Agreement with thirty (30) days written notice to the other party for any reason and without liability for that termination.

4. Termination Due to Insolvency 
Either party may suspend performance and/or terminate this Agreement if the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.

5. Effect of Termination                        
Upon the termination of this Agreement for any reason all license rights granted herein shall terminate immediately, and Affiliate shall immediately cease use of the Licensed Materials and of all MetaXMLFeed trademarks, service marks and trade names incorporated in the Licensed Materials.

MISCELLANEOUS

1. Survival                                            
In the event of any termination or expiration of this Agreement for any reason, Sections 3.3, 3.4, 7, 8, 9, 10.5 and 11 shall survive termination.

2. Notice                        
Any notice required for or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered as indicated:

(i)by personal delivery when delivered personally,

(ii)by overnight courier upon written verification of receipt,

(iii)by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report,

(iv)by certified or registered mail, return receipt requested, upon verification of receipt; or

(v) by the same day, when delivered by email. All notices must be sent to the addresses first described above, or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section.

3. Assignment                               
Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement.

4. No Third Party Beneficiaries 
All rights and obligations of the parties hereunder are personal to them.  This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

5. Governing Law 
This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with California law, without regard to conflict of law principles.  Except for requests for injunctive relief, any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Los Angeles County, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

6. Independent Contractors 
The parties are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the parties.  Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

7. Force Majeure 
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

8. Compliance with Law 
Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.

9. Entire Agreement 
This Agreement (including the Agreement, these Terms and Conditions and all exhibits, riders and mock ups attached thereto) constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements (including without limitation, any warranties) with respect to the subject matter hereof. Any amendments to this Agreement must be in writing and executed by an officer of the parties.

10. Severability 
If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

11. Waiver 
The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.  No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.

12. Section Headings 
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

EXHIBIT A

The Licensed Materials 
Licensed material shall include, but is not limited to, any and all material and web content that includes the MetaXMLFeed logo, MetaXMLFeed search box, code provided by MetaXMLFeed, search results by or through MetaXMLFeed, and other code, content, and proprietary technological expertise provided by MetaXMLFeed or its designate(s).

EXHIBIT B

USAGE GUIDELINES 
1. You may use the Licensed Materials solely for the purpose authorized herein by MetaXMLFeed and only in compliance with the specifications, directions, information and standards supplied by MetaXMLFeed and modified by MetaXMLFeed from time to time.

2. You agree to comply with any requirements established by MetaXMLFeed concerning the style, design, display and use of the Licensed Materials; to correctly use the trademark symbol T or registration symbol ® with every use of the trademarks, service marks and/or trade names as part of the Licensed Materials as instructed by MetaXMLFeed; to use the registration symbol ® upon receiving notice from MetaXMLFeed of registration of any trademarks, service marks and/or trade names that are part of the Licensed Materials.

3. You may not alter the Licensed Materials in any manner, or use the Licensed Materials in any manner that may dilute, diminish, or otherwise damage MetaXMLFeed's rights and goodwill in any MetaXMLFeed trademark, trade name and/or service mark that are part of the Licensed Materials.

4. You may not use the Licensed Materials in any manner that implies sponsorship or endorsement by MetaXMLFeed of services and products other than those provided by MetaXMLFeed.

Contact Us
Toll free: 800.993.3WEB 
Email: Questions@MetaXMLFeed.com