This document was last updated on April 28, 2008.

These iBloks, Inc. Advertising Program Terms ("Terms") are entered into by, as applicable, the customer signing these Terms or any document that references these Terms or that accepts these Terms electronically ("Customer") and iBloks Inc. ("iBloks"). These Terms govern Customer's participation in iBloks advertising program(s) ("Program") and, as applicable, any insertion orders or service agreements ("IO") executed by and between the parties and/or Customer's online management of any advertising campaigns.  These Terms and any applicable IO are collectively referred to as the "Agreement." iBloks and Customer hereby agree and acknowledge:

Program Terms & Conditions.  By executing, approving or authorizing this Service Agreement, or otherwise using iBloks services to place ads, Customer is agreeing that such advertising is governed by the Terms and Conditions. All terms contained in the Terms and Conditions are made a part of this Service Agreement through incorporation by reference.  Any capitalized terms not defined in this Service Agreement have the meanings assigned to them in the Terms and Conditions. The person accepting this Service Agreement represents that s/he (a) is authorized to sign this Service Agreement on behalf of Customer and (b) has read and agrees to such Terms and Conditions and the terms of this Service Agreement. Unless otherwise agreed to in writing by iBloks and Customer, there shall be no force or effect to any different or additional terms of any other Service Agreement, purchase order or sales document with respect to the subject matter hereof.

1.  The Program.  This Agreement confirms that you have engaged iBloks to provide its advertising services package. As part of this package, iBloks will provide access via iBloks.com to the following:

(a) personalized ad templates, (b) sample ad library, (c) creation, distribution and campaign management service, (d) reporting as applicable.  Customer is solely responsible for all: (a) selecting ad targeting options and all ad content, ad information, and ad URLs ("Creative"), whether generated by or for Customer; and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services"). Customer understands and agrees that ads may be placed on (c) any content or property provided by iBloks and, unless Customer opts out of such placement in the manner specified by iBloks, (d) any other content or property provided by a third party ("Partner") upon which iBloks places ads ("Partner Property").  Customer authorizes and consents to all such placements.  Customer agrees that all placements of Customer's ads shall conclusively be deemed to have been approved by Customer unless Customer produces contemporaneous documentary evidence showing that Customer disapproved such placements in the manner specified by iBloks. iBloks may modify any of its Programs at any time without liability.  iBloks or Partners may reject or remove any ad for any or no reason.

2. Cancellation.  Customer may cancel advertising online with prior written notice to iBloks, including without limitation electronic mail.  The cancellation of all other advertising may be subject to Program policies or iBloks ability to re-schedule reserved inventory or cancel ads already in production.  Cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as set forth in advance by the Partner or iBloks, in which case Customer must pay for those ads.  iBloks may cancel immediately any IO, any of its Programs, or these Terms at any time with notice, in which case Customer will be responsible for any ads already run.  

3.  License Grant to iBloks.  iBloks needs to have some limited license rights from you in the Advertiser Content to be able to perform its obligations under this Agreement and to market its services to others. For these reasons, you grant iBloks a nonexclusive, worldwide, perpetual, non-terminable, sub-licensable, royalty-free, fully paid up license to reproduce, distribute, publicly perform and display, and use any and all Advertiser Content (a) as necessary to perform its obligations under this Agreement; and (b) as necessary for iBloks to include such reproductions in its portfolio and other materials intended to market iBloks body of work, directly or indirectly, if such reproductions are not themselves marketed commercially without your prior written consent. Further, iBloks may sublicense the foregoing rights as expressly permitted by this Agreement and otherwise as necessary for it to perform its obligations under this Agreement.

4.  Reservation of Rights to iBloks. As between you and iBloks, except for Advertiser Content, all copyright and other intellectual property rights contained in or displayed through any Customized Ad, and other material developed or provided by iBloks under this Agreement, including templates, images, scripts, story lines, sound tracks, tag lines, the "look and feel" of any of the foregoing, and any derivative works of any of the foregoing, are and will remain iBloks' sole and exclusive property. No intellectual property rights in any Original Ad or Customized Ad are granted to you. Each party agrees that the other does not, directly or by implication, by estoppel or otherwise, grant any rights or licenses under this Agreement other than those expressly stated above.

5. Prohibited Uses; Representations and Warranties. Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect iBloks advertising related information from any Program website or property except as expressly permitted by iBloks; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice.  Customer represents and warrants that it holds and hereby grants iBloks and Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Services and Targets needed for iBloks and Partner to operate Programs in connection with this Agreement ("Use").  Customer represents and warrants that (d) all Customer information is complete, correct and current; and (e) any Use hereunder and Customer's Creative, Targets, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights).  Violation of the foregoing may result in immediate termination of this Agreement or customer's account without notice and may subject Customer to legal penalties and consequences. 

6. Disclaimer and Limitation of Liability. To the fullest extent permitted by law, iBloks DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, iBloks disclaims all guarantees regarding positioning, levels, quality,  or timing of: (a) costs per click; (b) click through rates; (c) availability and delivery of any impressions, Creative on any Partner Property, iBloks Property, or section thereof; (d) clicks; (e) conversions or other results for any ads; (f) the accuracy of Partner data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (g) the adjacency or placement of ads within a Program. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks.  Any refunds for suspected invalid impressions or clicks are within iBloks sole discretion. 

7. Agency. You authorize iBloks to act on your behalf for the purpose of purchasing media and to represent itself to advertising publishers, when appropriate in iBloks' sole discretion, as your agent of record for the purpose of purchasing media placements in conjunction with the Program.

iBloks will act as a principal in purchasing and reselling media placements to you. Upon receiving your IO to purchase media, iBloks will attempt to acquire media that is closest to the requested details in the campaign. iBloks does not guarantee that media corresponding to any or all of the campaign specifications will be available. Your obligation to pay for any and all media purchased on your behalf will apply whether or not the media meet any or all of your requested campaign specifications.

Budgets provided or requested within the campaign creation process are only approximations. Your actual purchased media costs may be lower or higher than campaign budgets on a daily basis due to normal traffic fluctuations. Over the course of 30 days, these fluctuations are normalized. Campaigns which are stopped or paused prior to running at least 30 days may be in excess of a 10% limit. You are obligated to pay for all media purchased on your behalf, regardless of budgets entered for campaigns.

iBloks will use commercially reasonable efforts to contractually require publishers, suppliers and others to fulfill their commitments as they relate to the Program to be provided to you, but iBloks will not be liable to you for their failure to do so or any destruction or unauthorized use of Advertiser Content. Purchase of media relating to this Agreement will be subject to the publisher terms under which the media is purchased, and to the publisher's other applicable policies, which may include (a) the right of the publisher to reject, pre-empt, change, or substitute media placements; (b) deadlines for submission of material; (c) cancellations; (d) compliance with the publisher's policies regarding approval of advertising content; (e) alternative performance (for instance, through make-goods), refunds, and other remedies; (f) limitations and exclusions of your remedies; and (g) indemnification for liabilities arising out of publication or distribution of Customized Ads and Advertiser Content. You acknowledge that iBloks cannot guarantee that any given publisher will accept and agree to run any given Customized Ad or Advertiser Content.

8.  Payment.  Unless iBloks otherwise agrees in writing, you will pay iBloks for all Programs & Services ordered, including fees as specified in each IO and any fees for media. Charges presented to you for media may include charges for Programs & Services. Your payments to iBloks will be made by credit card, or other means approved by iBloks. When you submit your campaign or enter a new credit card, iBloks may authorize your credit card for an amount of the budget you entered for your campaign(s), up to the total amount of the billing cycle budget you provide for each of your campaign(s). The authorization is a check for available balance, it is not a charge. Credit cards may be re-authorized based upon your campaign or account activity. Charges will be made to your credit card for all fees owed a maximum of one time per day and a minimum of one time per month. If you fail to make payment, you will pay an interest rate of 1.5% per month, or the highest rate permitted by law. iBloks may also charge your credit card for amounts due following cancellation as described below. You agree that iBloks may store and use your payment information (including credit card information) for processing payments. The payment information may also be transferred to, used and stored by any publishers specified within each IO.  The minimum fee for iBloks professional use is $100/month and usage is subject to iBloks standard rate card. The fee to use iBloks services and software is $5/M for any form of distribution unless addressed in an additional contract provided to you by iBloks.  Hosting fees are above the fees for iBloks software and services.  Monthly Invoicing: Customer can also be billed at the end of the month, based on the agreement budget set forth, actual number of clicks or other billing metrics either as applicable to the Program (e.g. cost per impression) or if permitted, as Customer chooses. 

9.  Indemnification. Customer shall indemnify and defend iBloks, its Partners, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Customer's Program use, Targets, Creative and Services and breach of the Agreement.  Partners shall be deemed third party beneficiaries of the above Partner indemnity.

10.  Confidentiality.  You agree not to disclose to any third party iBloks pricing and other business terms that are disclosed to you in relation to this Agreement (other than the terms actually contained in this Agreement). This paragraph will survive any cancellation of this Agreement.

11.  Governing Law.  This Agreement will be governed by, and construed in accordance with, the laws of the State of Deleware without giving effect to the principles of conflicts of law. Any dispute arising under, in connection with, or incident to this Agreement will be resolved exclusively in the state or federal courts located in King County, Delaware. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including attorneys' fees.

This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.

* This Agreement shall be effective as of the Acceptance Date written above.