The terms and conditions contained in this Master Service Agreement (“Agreement”)

govern Advertiser’s use of Express Revenue’s online advertising network (“Network”) of

marketing affiliates (“Affiliates”) to distribute advertisements within the U.S. that promote

Advertiser’s   products,   services,   or   websites   (“Advertiser   Campaign”   or   “Advertiser

Campaigns”) as more particularly set out in the Insertion Orders (“IOs”). This Agreement

supersedes and replaces any and all prior agreements entered into by and between

Express Revenue and the Advertiser and shall govern all existing IOs previously executed

by Express Revenue and Advertiser relating to use of the Network as well as any such IOs

hereinafter signed by the parties. All such IOs are incorporated into this Agreement by this

reference. The Network and Guarantor (as defined below) acknowledge and agree that

performance of the IO and all of the payment and performance obligations of the Network

and the Advertiser arising under this Agreement, including being liable for payment arising

under this Agreement and/or the IO or any other campaigns arising from this Agreement,

are personally guaranteed by the individual or Guarantor in the event the Advertiser

company does not fulfill the terms of this Agreement.

1. Express Revenue will make Advertiser content related the Advertiser Campaigns
available for distribution by Affiliates through the Network. Advertiser shall, at its sole
costs and expense, create and deliver to Express Revenue all Advertiser content. Any
changes made by Express Revenue to the Advertiser content must be approved by
Advertiser in writing. Express Revenue requires at least forty-eight (48) hours to
implement any changes to an Advertiser Campaign. From time to time, Express
Revenue may provide assistance to the Advertiser in providing copyrighting and
design assistance in the production of the Advertiser Campaigns. As such assistance
is based on content provided by the Advertiser, the Advertiser acknowledges and
agrees such assistance shall not amend the Advertiser’s responsibilities or liabilities
as set out herein in any form whatsoever.

2. Express Revenue reserves the right to reject or remove any Advertiser Campaigns or
URL links embodied within an Advertiser Campaign at any time in the event Express
Revenue determines in its sole reasonable discretion that such Advertiser Campaign
or Linked Content (as defined below) does not meet Express Revenue standards or
comply with this Agreement, or that such Advertiser Campaigns or Linked Content is
unlawful or inappropriate. Express Revenue also reserves the right to demand third
party verification for any claims made in any Advertiser Campaigns and to terminate
this Agreement in the event that such verification is not promptly provided or is
unsatisfactory, in Express Revenue’s sole discretion. Notwithstanding the foregoing
provisions, Express Revenue has no obligation to monitor Advertiser Campaigns or
Linked Content for compliance with applicable laws or regulations and shall have no
liability for any violation of same. Advertiser acknowledges that in providing Express
Revenue with the ability to publish and distribute
the Advertiser Campaigns through the Network, Express Revenue is acting only as a
passive conduit for the distribution and publishing of such Advertiser Campaigns.

3. If Express Revenue and/or its Affiliates distribute Advertiser Campaigns by email, the

following requirements apply:

(a) Advertiser must ensure the content of each email complies with the CAN-SPAM Act

and/or analogous federal, state and/or provincial laws and/or regulations of the

jurisdiction(s) in which the Advertiser Campaigns will be distributed. Advertiser shall

including, without limitation, identification of the message as an advertisement or

solicitation, a physical postal address for the “sender” of the message (as that term is

defined in the CAN-SPAM Act), and a functioning electronic mechanism by which the

recipient of the email can request not to receive future commercial email messages from

Advertiser. (b) Advertiser must maintain an up-to-date master suppression list of

individuals who have requested not to receive commercial email from Advertiser

(regardless of the source from where such requests were received) and provide Express

Revenue a copy of its most recent suppression list at least every seven (7) days during the

campaign. (c) Express Revenue will provide Advertiser’s suppression list to its Affiliates

for purposes of compliance with the CAN-SPAM Act and/or analogous federal and state

laws and/or regulations of the jurisdiction(s) in which the Advertiser Campaigns will be

distributed, but Express Revenue makes no representations or warranties regarding any

Affiliate’s use of the suppression list.

4. If Express Revenue and/or its Affiliates distribute Advertiser Campaigns by telephone

or text message marketing, the following requirements apply: (a) Advertiser shall

comply with the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales

Rule (“TSR”), rules, orders, regulations and guidance promulgated by Federal

Communications Commission (“FCC”) and Federal Trade Commission (“FTC”), and

analogous federal, state and/or provincial laws and/or regulations of the jurisdiction(s)

in which the Advertiser Campaigns will be distributed; (b) Advertiser shall obtain “prior

express written consent” (as that term is defined in the TCPA and TSR, and

interpreted by the FCC, FTC, and reviewing courts) for all telephone numbers and

recipients to whom text messages are sent or telephone calls are made to distribute

Advertiser Campaigns; (c) Advertiser shall comply with all federal, state, and local do-

not-call laws, rules, and regulations; (d) Advertiser shall comply with all federal, state,

and local laws, rules, and regulations concerning telemarketer registration; (e)

Advertiser shall provide a daily updated list of telephone numbers and recipients who

have requested to opt-out of receiving telephone calls or text messages sent by or on

behalf of the Advertiser; and (f) Advertiser shall maintain records of compliance with

the TCPA, TSR, and this Agreement for at least five (5) years.

5. Advertiser represents and warrants it is the legal and beneficial owner of all intellectual

property used in connection with the Advertiser Campaigns or has obtained sufficient

licensing rights. For the term of this Agreement, Advertiser hereby grants to Express

Revenue and Express Revenue’s Affiliates a non-exclusive, royalty-free, worldwide

license to (a) use, distribute, display, publish, perform, copy, transmit, promote, and

market all Advertiser Campaigns delivered hereunder in accordance with the terms of

the applicable IO, and (b) use, distribute, display, publish, perform, copy, transmit,

promote, and market all associated Advertiser or third party intellectual property in

connection therewith. Title to and ownership of all intellectual property rights of all

Advertiser Campaigns and associated Advertiser or third party intellectual property

shall remain with Advertiser or its third party licensors. Under no circumstances shall

Advertiser or Express Revenue obtain an ownership interest in the other party’s

intellectual property. Affiliates may use downstream affiliates (“Sub-Affiliates”) to

distribute Advertiser Campaigns, in which case Advertiser hereby allows Affiliates to

sublicense the grant specified in this paragraph to such Sub-Affiliates.

6. Advertiser agrees to provide written confirmation of the correct function of all

Advertiser content supplied to Express Revenue within twenty-four (24) hours of the

start of the relevant Advertiser Campaign. If Express Revenue does not receive

confirmation within this time frame, Express Revenue shall presume that the

Advertiser content is functioning properly and Advertiser agrees to pay for all Action

(as defined below) derived from the Advertiser content. All problems related to the

Advertiser content should be immediately brought to the attention of Express

Revenue. Express Revenue is not liable for errors in position and/or placement of the

Advertiser content, or typographic errors of any kind.

1. Advertiser agrees to pay Express Revenue for all services provided hereunder on a

Cost per Action (“CPA”) basis. An “Action” means a certain act or acts of an Internet

user, including but not limited to, clicking on a link tracked by the Express Revenue

Network, landing on Advertiser’s   web site (“Advertiser   Landing Page”),   and/or

completing and submitting an application or form on the Advertiser Landing Page

and/or completing a purchase or submitting an order on Advertiser’s website. The IO

for the particular Advertiser Campaign shall specify the “Action” required of an Internet

user for that Advertiser Campaign and the price to be paid by Advertiser to Express

Revenue for each Action (“Commission”).

2. Advertiser authorizes Express Revenue to conduct credit checks on the Advertiser.

Based on the credit checks, Express Revenue reserves the right to request a deposit

or pre-pay for Commissions to be earned on a CPA, in which case Advertiser shall

send advanced payment at least forty-eight (48) hours before and as a condition of the

commencement of the Advertiser Campaigns. The deposit or pre-pay may be

amended from time to time in Express Revenue’s discretion and can be applied

against issued invoices or kept as a deposit. In the case of non-payment, said deposit

will be applied to any outstanding amounts owed and all Advertising Campaigns will be

suspended until deposit is replenished in addition to any other remedies that Express

Revenue may have. Upon termination of the Agreement, deposit or pre-pay will be

refunded to Advertiser or applied to outstanding invoices at Express Revenue’s sole

discretion.

3. Time is of the essence with regards to all payment terms in this Agreement. Advertiser

represents and warrants that it shall furnish payment on all invoices on the due date

specified in each respective invoice, notwithstanding any non- payment to Advertiser

by any third party including, and without limitation, Advertiser’s client(s) or customers.

Express Revenue’s failure to invoice Advertiser shall not constitute a waiver of any

amounts due to Express Revenue by Advertiser and/or any claims by Express

Revenue of Advertiser’s breach of this Agreement. In the event of Advertiser’s default

relating to the timely payment of any invoice, Express Revenue shall have the right to

immediately terminate this Agreement, and Advertiser will remain liable for any monies

due to Express Revenue. Payment not made within thirty

(30) days of the due date shall accrue interest at the rate of 1.5% per month (18% per

annum) or any fraction thereof, or if less, the highest rate permitted under law. All costs of

collection, including reasonable attorney’s fees, court costs and related expenses,

incurred by Express Revenue shall be borne by Advertiser. Advertiser shall pay all sales,

use, excise and other taxes which may be levied upon either party in connection with this

Agreement, except for income taxes.

1. Reporting on Actions and any other statistics are the responsibility of both parties and

all invoicing will be based on the gross counts generated by Advertiser’s electronic

reporting system. In the case where Advertiser enlists multiple reporting systems, then

reporting will be based on the electronic reporting system with the highest gross count.

In the case of discrepancy between Express Revenue’s reporting and Advertiser’s

reporting, then payment will be based on whichever numbers are shown to be higher.

On CPA campaigns, in instances where conversion data cannot be supplied due to

Advertiser’s inability to provide such information or in the event that the Advertiser

encounters technical difficulties which cause the Advertiser’s web site to crash, or, for

site performance to decrease, or, for Express Revenue’s tracking pixel to stop

reporting actions or report less than the actual amount of actions, then Advertiser

agrees to pay Express Revenue a default payment based on average conversion

performance of the previous 24 hours or previous 7 day average, whichever is greater.

Said figures will be calculated by Express Revenue based on actual outgoing traffic

tracked by Express Revenue.

2. If Advertiser disputes the reported number of Actions in any invoice, Advertiser shall

provide Express Revenue with a written statement and any supporting documentation

providing its reasons for the dispute. Such statement must be provided to Express

Revenue by the payment due date specified in this Agreement or in the IO (as

applicable), or else Advertiser waives any right to dispute the reported number of

actions and the amount stated on an invoice. Express Revenue shall make a

determination based upon the data available to Express Revenue and the data

provided by Advertiser as to the validity of the invoice, and Express Revenue’s

determination shall be final and binding. It is acknowledged by Advertiser that once

Express Revenue’s pixel fires, this triggers a responsibility for Express Revenue to

pay its Affiliates. It is therefore agreed that should the Advertiser allow for Express

Revenue’s pixel to fire there may be no scrubs, deductions, or chargebacks of any

kind for any reason whatsoever.

3. Advertiser shall be obligated to retain books and records pertaining to the Commission

calculation for at least three

(3) months after the conclusion of each Advertiser Campaign. Express Revenue shall

have the right to audit such books and records, and shall give Advertiser reasonable

notice of its request to conduct an audit. If pursuant to such audit, Express Revenue shall

discover an underpayment of more than 3%, Advertiser shall be obligated to pay to

Express Revenue the costs of the audit, together with the amount of the underpayment

forthwith.

1. Each party represents and warrants that: (a) it is a corporation duly incorporated,

validly existing and in good standing; (b) it has the requisite corporate power and

authority to execute, deliver and perform its obligations under this Agreement; (c) it

has obtained all licenses, authorizations, approvals, consents or permits required to

perform its obligations under this Agreement and to conduct its business; and (d) this

Agreement has been duly and validly executed and delivered by such party and

constitutes the legal, valid and binding obligation of such party, enforceable against

such party in accordance with its terms.

2. Advertiser shall be solely responsible and liable for Advertiser content as well as all

other content in the Advertiser Campaigns and the consequences of their display and

any material to which Internet users can link through such Advertiser Campaigns

(“Linked Content”). Advertiser represents and warrants that no part of the Advertiser

Campaigns or Linked Content shall: (a) infringe upon any third party copyright, patent,

trademark, trade secret or other proprietary or intellectual property rights; (b) violate

any law, statute, ordinance or regulation, including, without limitation, Section 5 of the

Federal Trade Commission Act and other statutes, regulations, or guidelines of the

Federal Trade Commission (“FTC”) or other applicable agency relating to unfair or

deceptive   marketing   practices,   the   CAN-SPAM Act, the Telephone Consumer

Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s

Regulation E, or the FTC Guides Concerning the Use of Endorsements and

Testimonials in Advertising; (c) be defamatory or constitute libel; (d) be pornographic

or obscene; or (e) contain viruses, Trojan horses, worms, time bombs, cancelbots or

other similar harmful or deleterious programming routines. Advertiser also represents

and warrants that (u) it has all intellectual property and other rights and licenses

necessary to permit the use and/or display of the Advertiser Campaigns and the

Linked Content; (v) the product or service that is being promoted through any

Advertiser Campaigns hereunder is not the subject of or will be the subject of (to the

best of the Advertiser’s knowledge) any ongoing investigation by any local, state or

federal regulatory or quasi-regulatory authorities; (w) the terms of any offer presented

in the Advertiser Campaigns or any Linked Content shall be clearly and conspicuously

disclosed to consumers in compliance with federal and state laws, regulations, and

guidelines of the jurisdiction(s) in which the Advertiser Campaigns and Linked Content

will be distributed (including, without limitation, Federal Trade Commission Marketing

Principles for Online Negative Option Marketing); (x) it has proper, documented

substantiation for any claims, testimonials, endorsements, and other promotional

materials used in the Advertiser Campaigns or the Linked Content to sell its products

or services, including (as applicable) that such claims, testimonials, endorsements,

and other promotional materials are truthful, factually accurate, substantiated by

scientific evidence, non-deceptive, non-misleading, and/or represent the honest

opinions, findings, beliefs and/or experiences of the endorser, (y) it will fulfill all

commitments made in its Advertiser Campaigns, and (z) using the Network will not

violate any of Advertiser’s privacy policies.

3. Advertiser represents and warrants that: (a) it is not presently the subject of any

investigation or prosecution by the Federal Trade Commission, Food and Drug

Administration, Consumer Financial Protection Bureau, a U.S. state attorney general,

or any other state or federal regulatory agency that has jurisdiction over Advertiser’s

business activities or products or services; (b) it has disclosed the existence of any

past federal or state decrees, orders, or consent agreements, and any pending formal

or informal government investigations involving Advertiser, its officers, directors, or

principals; and (c) if it becomes involved or named in any action, investigation,

complaint, or other proceeding by or before any governmental or regulatory authority,

or any private party, Advertiser will immediately provide notice to Express Revenue of

such action, investigation, complaint, or other proceeding, in which event Express

Revenue may terminate this Agreement immediately, and without notice to Advertiser.

4. Advertiser agrees to indemnify, defend and hold harmless Express Revenue, its

parent, successors, subsidiaries, and Affiliates and their respective directors, officers,

agents and employees for any and all losses, demands, costs, liabilities,

damages, judgments, settlements, or expenses (including without limitation reasonable

lawyers' fees and expenses) (“Claims”) incurred or arising from: (i) Advertiser’s breach of

this Agreement, including any breach of Advertiser’s representations and warranties

herein; (ii) any claim arising or resulting from the Advertiser Campaigns, the Linked

Content, or the advertising, sale or license of Advertiser's goods or services as promoted

in the Advertiser Campaigns or Linked Content; (iii) any product liability with respect to any

product sold in the Advertiser Campaigns or Linked Content or any alleged personal injury

or death to persons or property damage sustained if such injury, death or property damage

occurs because of the acts or omissions of the Advertiser; (iv) the negligence or willful

misconduct of Advertiser;

(v) a violation of any laws, rules or regulations in the performance of Advertiser’s

obligations under this Agreement; (vi) the violation or infringement of the intellectual

property rights of any third party; (vii) false, deceptive or misleading descriptions,

depictions and the supply of inaccurate information, material or data by or on behalf of the

Advertiser;

(viii) fraud; or (ix) any other act, omission or misrepresentation by Advertiser directly or

indirectly related to this Agreement. This indemnity is specifically intended to operate and

apply even if it is alleged or proven that all or some of the damages sought were caused

as a whole or in part by any act, omission, negligence, gross negligence, breach of

contract, intentional conduct, violation of statute or common law, breach of warranty,

product defect, strict liability or any other conduct whatsoever of Express Revenue. If any

Claim is or shall be brought against Express Revenue, in respect to any allegation for

which indemnity may be sought from Advertiser, Express Revenue shall notify Advertiser

of any such Claim of which it becomes aware and shall: (a) provide reasonable

cooperation Advertiser at Advertiser’s expense in connection with the defense or

settlement of any such claim; and (b) be entitled to participate, including in the selection of

legal counsel, in the defense of any such Claim. Advertiser shall not agree to any

judgment or enter into any settlement that affects Express Revenue’s rights or interests

without the prior written consent of Express Revenue.

5. Express Revenue shall have the right to require the Advertiser to maintain throughout

the term of this Agreement comprehensive general liability insurance with a personal

and advertising injury coverage and/or advertisers liability insurance and name

Express Revenue as an additional insured. Express Revenue may request that

Advertiser provide evidence of such insurance if Express Revenue requires Advertiser

to obtain insurance in accordance with this section.

Advertiser may not assign this Agreement without Express Revenue’s prior written

consent. Express Revenue may assign all or a portion of its duties and obligations

hereunder to any corporate affiliate, successor and/or other third party upon notice to

Advertiser. Subject to the foregoing, the terms of this Agreement will be fully binding upon,

and inure to the benefit of and be enforceable by, the parties’ respective successors,

heirs, executors, administrators and permitted assigns.

In no event shall Express Revenue be liable to Advertiser or any third party for any special,

indirect, incidental, actual, punitive or consequential damages or losses (including, without

limitation, for breach of contract, warranty, negligence or strict liability) for interrupted

communications, loss of use, lost data or lost profits, arising out of or in connection with

this Agreement, even if Express Revenue has been previously advised of the possibility of

their occurrence. Under no circumstances shall Express Revenue be liable to Advertiser

or any third parties for an amount greater than the net received hereunder within the

previous six (6) month period of the incident leading to the liability.

During the term that this Agreement remains effective and for a period of six (6) months

after termination of this Agreement for any reason, Advertiser agrees and acknowledges

that, it will not directly engage, contract with, work with, license with, enter into and/or

execute any performance-based online advertising and/or marketing relationship

with any Affiliate within the Express Revenue Network. In the event an Affiliate contacts

Advertiser directly and Advertiser determines then or at any later time that such Affiliate is

an Affiliate within the Express Revenue Network, then Advertiser shall notify such Affiliate

immediately that the Affiliate must work with Advertiser through the Express Revenue

Network and immediately halt any marketing campaigns being conducted directly through

such Affiliate. Advertiser understands and agrees that if Advertiser violates its obligations

under this Section H, Express Revenue will suffer irreparable injury and shall be entitled

to: (a) liquidated damages in the amount of fifty percent (50%) of the gross revenues

resulting from sales conducted by Advertiser through the advertising and/or marketing

efforts of such other online interactive marketing service providers or Affiliates as

described herein, (b) injunctive relief, and (c) any other remedies available to Express

Revenue at law or in equity.

As used herein, “Confidential Information” shall mean: (a) either party’s proprietary

information; (b) information marked or designated by either party as confidential; (c)

information otherwise disclosed by either party in a manner consistent with its confidential

nature; (d) the terms and conditions of this Agreement, including but not limited to pricing

information contained in any IO; and (e) either party’s information that is conveyed to the

other party, whether or not in written form and whether or not designated as confidential,

that is known, or should reasonably be known, by the other party to be treated as

confidential. The parties acknowledge that, as a result of the provision of services

pursuant to this Agreement, one party may disclose Confidential Information (“Disclosing

Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it

will make no disclosure of the Disclosing Party’s Confidential Information without obtaining

the Disclosing Party’s prior written consent. Additionally, the Receiving Party will restrict

disclosure of Confidential Information to its employee(s), authorized agent(s) and/or

independent contractors to whom disclosure is reasonably required, and such

employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly

bound by these confidentiality obligations and will use reasonable care, but not less care

than they use with respect to their own information of like character, to prevent disclosure

of any Confidential Information. Nothing contained in this Agreement shall be construed as

granting or conferring rights by license or otherwise in any Confidential Information

disclosed under this Agreement. This Section I shall survive any termination of this

Agreement indefinitely. The Receiving Party agrees that monetary damages for breach of

confidentiality under this Section I may not be adequate and that the Disclosing Party shall

be further entitled to injunctive relief. Notwithstanding anything contained herein to the

contrary, confidentiality provisions shall not apply where the Receiving Party can

demonstrate with clear evidence that the information: (a) was previously known to the

Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b)

became publicly known through no wrongful act of the Receiving Party; (c) was rightfully

received by the Receiving Party from a third party who was not bound under any

confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a

governmental agency or by operation of law. Upon the termination of this Agreement, each

party will return all Confidential Information belonging to the other party which is then in its

possession or control, and will remove all digital representations thereof in any form from

all electronic storage media in its possession or under its control unless otherwise agreed

to in this Agreement.

Advertiser agrees to provide to Express Revenue a world-wide, non-exclusive, royalty-free

and revocable license to Advertiser’s logo, trademark or other identifying mark for the sole

purpose of listing the Advertiser as Express Revenue’s client on its website or other

Express Revenue advertising.

K. DISCLAIMER OF WARRANTIES

EXPRESS REVENUE PROVIDES ITS NETWORK, AND ALL ITS SERVICES AND THE

SERVICES OF ITS AFFILIATES AND PARTNERS, ON AN "AS IS," “WHERE IS” AND

"AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT

ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR

DISTRIBUTION OF ANY ADVERTISER CAMPAIGNS. IN THE EVENT OF

INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY ADVERTISER

CAMPAIGNS, EXPRESS REVENUE’S SOLE OBLIGATION WILL BE TO RESTORE

SERVICE AS SOON AS COMMERCIALLY PRACTICABLE. EXPRESS REVENUE

DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,

INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR

NONINFRINGEMENT,

IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF

PERFORMANCE, OR ANY OTHER WARRANTY REGARDING QUALITY, ACCURACY,

COMPLETENESS, RELIABILITY, OR PERFORMANCE. EXPRESS REVENUE DOES

NOT WARRANT OR GUARANTEE AFFILIATE COMPLIANCE WITH LAWS AND

REGULATIONS, CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR

ABILITY TO CONVERT RESPONSES TO ADVERTISER CAMPAIGNS INTO SALES.

ALL SERVICES ARE CONTINGENT UPON EXPRESS REVENUE’S   ABILITY TO

PROCURE NECESSARY ON-LINE ACCESS AND EXPRESS REVENUE IS NOT

RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD,

EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE

BEYOND ITS CONTROL.

This Agreement shall commence upon signing and shall continue for a period of twelve

(12) months (the “Term”), subject to the following provisions of this Section. Either party

may terminate this Agreement if the other party is in breach, and will notify the other party

in writing of such breach in any representation, warranty or covenant in this Agreement.

This Agreement shall automatically renew for successive periods of twelve (12) months

unless either party provides written notice of termination to the other party at least ten (10)

business days prior to the end of the then current Term. Notwithstanding the foregoing,

either party may terminate this Agreement at any time upon ten (10) business days’ prior

written notice to the other party. Advertiser shall remain liable for all costs, fees and

charges accrued, incurred and/or owing to Express Revenue through the date of

termination of this Agreement, as well as any and all other liabilities and obligations

described in this Agreement.

Advertiser provides its consent to Express Revenue delivering from time to time electronic

communications about Express Revenue’s   business, offerings and information via

newsletters, blogs, emails or other electronic means. Advertiser acknowledges and agrees

that it may opt out of this consent at any time and it is not a condition of entering into this

Agreement to provide consent to receiving electronic communications from Express

Revenue.

If any dispute arises under this Agreement, the parties agree to submit the dispute to

binding arbitration in the State of Florida, conducted under the rules of the American

Arbitration Association. Judgment upon the award rendered by the arbitrator may be

entered in any court with proper jurisdiction. Notwithstanding the foregoing, Express

Revenue may initiate a dispute either by submitting it to binding arbitration or by filing in a

state or federal court located in the State of Florida or any other state where personal

jurisdiction exists over Advertiser, at Express Revenue’s sole discretion. Advertiser shall

be responsible for the payment of all attorney’s fees and expenses incurred by Express

Revenue to enforce this Agreement.

This Agreement shall be governed by, interpreted and construed in accordance with the

laws of the State of Florida, and venue for all purposes shall be in Broward County,

Florida.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any

reason, such invalidity, illegality or unenforceability shall not effect any other provisions of

this Agreement, and this Agreement shall be construed as if such invalid, illegal or

unenforceable provision had not been contained herein.

This Agreement sets forth the entire understanding and agreement of the parties and

supersedes any and all prior oral or written agreements or understandings between the

parties as to the subject matter of this Agreement. This Agreement (including any IOs

attached hereto) is non-exclusive to Express Revenue, and Express Revenue shall have

the right to enter into similar agreements with other third parties. Each party is an

independent contractor and not a partner, joint venture or employee of the other.

This Agreement and any insertion orders may be amended, changed or modified only by

written agreement of the parties, including by electronic or digital agreements transmitted

via electronic mail, Skype, or other instant messaging platforms. All amendments,

modifications, and changes shall be limited to those expressly set forth in the written

agreement containing the amendment, change, or modification, and all other provisions of

this Agreement shall remain in full force and effect unless expressly stated otherwise. In

the event of a conflict between this Agreement and any amendment, change or

modification, this Agreement shall control.

This Agreement (which includes all IOs attached hereto) may be executed in counterparts,

each of which shall be deemed an original and all of which together shall constitute one

and the same document, and delivered to the other by means of electronic transmission.

All notices, claims and other communications hereunder will be in writing and will be

deemed to have been duly given if provided electronically to the email address specified in

this Agreement or the applicable IO, personally delivered to an officer or mailed by

registered or certified mail, return receipt requested by overnight delivery service to the

parties at their respective addresses.

Express Revenue Network, LLC based on the payment terms agreed upon, can

automatically collect payment when it is due if you decide to provide it. By filling out your

payment info below, you are authorizing Express Revenue Network, LLC via Quickbooks

to automatically withdrawal the current balance as reflected on the invoice(s) issued at

the time of due date.