Advertising Services, Advertiser agrees to be bound by the terms set forth in these Terms and Conditions, the terms set forth on any corresponding Insertion Order, and all applicable policies and guidelines (collectively, as in effect from time to time, the "Agreement"). For the purposes of this Agreement, "Advertisement" shall include any Advertiser listing, advertisement, content, Web site, material or other information provided by Advertiser or on behalf of Advertiser for inclusion in the Advertising Services. In the event that any provision of any corresponding Insertion Order expressly conflicts with any provision of these Terms and Conditions, the specific provision of the Insertion Order shall prevail to the extent there is an express conflict.

PAYMENT BY INVOICE: Advertiser agrees to pay Meridian all applicable charges to its account in United States dollars, in accordance with the payment terms and conditions set forth herein. In the event that any of the payment terms of an Insertion Order are different than the terms set forth in this Section, the payment terms and conditions set forth in the Insertion Order shall apply. Advertiser agrees that the Initial Set Up fee, initial deposit and/or service fee (depending on the Meridian Advertising Service selected by Advertiser) are nonrefundable.

Meridian reserves the right to use credit reporting agencies or other means to verify and evaluate the credit information of Advertiser.

Advertiser will be subject to a late payment charge equal to the lower of 1.5% per month accruing from the payment due date (or the maximum amount allowed by applicable law).

Termination of the Agreement and/or payment of late fees shall not prejudice any other rights or remedies that may be available to Meridian with respect to nonpayment or late payment of applicable fees. The parties acknowledge that Meridian is subject to the tracking data and calculations of its distribution partners in the Meridian Network. Based on this information and invoicing, Meridian is obligated to make payment in certain cases on behalf of Advertiser. In recognition of these factors, Advertiser agrees that Meridian will be solely responsible for tracking and calculating CTs delivered and all other traffic measurements or data, and Advertiser understands and agrees that such measurements will be the only and definitive measure of the amount of CTs.

PAYMENT BY CREDIT CARD: Subject to the payment terms above, Advertiser may elect to make payment by credit card. Meridian also reserves the right to require payment for Advertising Services by credit card. In the event that payment hereunder shall be made by credit card, Advertiser agrees to authorize Meridian to charge its credit card for such payments and for any amounts owed under this Agreement. If Meridian is unable to collect owed amounts from Advertiser's credit card, Advertiser shall pay to Meridian an Insufficient Funds Fee equal to 5% of the total amount due. In the event that Meridian is unable to charge an Advertiser's credit card or if there is a chargeback for any reason, Meridian may in its sole discretion immediately suspend or terminate Advertiser's participation in any or all of the Meridian Advertising Services.

PAYMENT DISPUTES: Advertiser agrees to notify Meridian within five (5) days after the end of the month of any discrepancies in Advertiser's account, including charges, click-through discrepancies or other performance issues. In the event that Advertiser does not notify Meridian within such five (5) day period after the end of the month, such claims or disputes will be waived and any charges will be final and not subject to dispute. Advertiser further agrees that it will be responsible for all reasonable collection expenses (including attorneys' fees) incurred by Meridian to collect any payments owed by Advertiser to Meridian.

ADVERTISER REPRESENTATIONS AND WARRANTIES: Advertiser represents and warrants to Meridian that for the term of this Agreement:
• this Agreement constitutes a valid and binding agreement enforceable against Advertiser in accordance with its terms.
• any information or data that Advertiser (including its agents or representatives) has provided under any Meridian Advertising Service is and will be both accurate and complete.
• Advertiser is the authorized owner or representative of the Web site(s) for which keywords are selected or listings are requested or an Advertisement has been submitted.
• The keywords selected by the Advertiser, and the content and information in or associated with Advertiser's Web site(s) for which links are requested, and Advertisements submitted by Advertiser:
o comply with the Advertising Guidelines in effect from time to time;
o do not violate any applicable law or regulation;
o do not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret or other intellectual property right or right of privacy or publicity;
o are not false or misleading;
o have not and will not result in any consumer fraud, product liability, breach of contract, injury, damage or harm of any kind to any person or entity;
o are not defamatory, libelous, slanderous, or threatening;
o are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to, or have the capacity to, damage, interfere with, intercept or expropriate any system data or personal information;
o do not contain any form of spyware, adware, or other software that is installed in a user's computer to collect information or is installed without the express consent of the user; and/or
o do not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:
• Advertiser will not hold Meridian or its affiliates liable or responsible for the activities of visitors who come to Advertiser's site(s) through a link provided from the Meridian Network.
• Advertisers that sell or promote adult materials, alcohol or tobacco products, or other age restricted products and/or services must have age verification on their Web sites' home page and in the sales process in compliance with all applicable laws and regulations, and such Advertisers do not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.
• Advertiser shall comply with the terms and conditions, rules, guidelines and policies (collectively, the "Rules") in effect with respect to the Advertising Service used by Advertiser, as such may be posted on the Meridian Web site (www.MeridianTechGroup.com or such successor URL) from time to time. During the term of this Agreement, Advertiser shall have the affirmative obligation to monitor the Rules to comply with any changes or amendments thereto.

ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend and hold harmless Meridian, its distribution partners, its licensors and licensees and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (collectively being referred to herein as a "Claim") for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisement, Advertiser's selected keywords, Advertiser's client's Web site(s) or contents therein, Advertiser's conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation or warranty hereunder. Meridian will notify Advertiser of any claim, action or demand for which indemnity is required in the reasonable opinion of Meridian and will cooperate reasonably with Advertiser at Advertiser's expense. At the election of Meridian, Advertiser shall advance to Meridian amounts in satisfaction of such Claim, which Meridian may hold in escrow pending resolution of such Claim. The law firm Advertiser chooses to defend Meridian must be experienced in defending similar claims and will be subject to Meridian's approval, which will not be unreasonably withheld. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of Meridian without the prior written consent of Meridian. Meridian will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Meridian shall have the right to set off any liability of Advertiser to Meridian with respect to a Claim against any amounts held on deposit with Meridian by Advertiser.

LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold Meridian liable for any errors in content, omissions, consequences, damages, costs, refunds or rebates of any kind arising from any interruption of service or other unavailability of the Internet or Web site in which the Advertisement is published for whatever reason. Meridian makes no representations or warranties relating to the results of the Advertisement, including without limitation, the number of impressions or CTs such Advertisement will receive and any promotional effect or return on investment thereof. Meridian makes no guarantees regarding the accuracy, reliability or completeness of any usage statistics. In the event that Meridian fails to publish Advertisement or in the event of any other failure, technical or otherwise, of Advertisement to appear as provided in this Agreement, the sole liability of Meridian shall be limited to, at Meridian's option, either a pro rata refund to Advertiser of the fee paid, if any, or placement of Advertisement at a later time. In no event shall Meridian be responsible for any consequential, special, lost profits or other damages arising under this Agreement including, but not limited to, failure to timely publish Advertisement in accordance with the Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor or material shortage, carrier interruption of any kind or work slowdown.

MERIDIAN MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE MERIDIAN ADVERTISING SERVICE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MERIDIAN DOES NOT WARRANT OR GUARANTEE THAT THE MERIDIAN ADVERTISING SERVICE OR OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET ADVERTISER'S REQUIREMENTS, AND MERIDIAN SHALL NOT BE LIABLE FOR THE CONTENT OF ANY WEB SITES ON THE MERIDIAN NETWORK. MERIDIAN WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES, INCLUDING, WITHOUT LIMITATION, A DELAY IN CHANGING A PRICE PER CLICK BY ADVERTISER, FAILURE TO INCLUDE ADVERTISEMENT, OR IF ANY OF MERIDIAN'S ADVERTISING SERVICES BECOME INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. MERIDIAN WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISEMENT, OR ANY DELAY IN DISPLAYING OR THE FAILURE TO DISPLAY AN ADVERTISEMENT, EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MERIDIAN'S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY ADVERTISER TO MERIDIAN FOR THE ADVERTISEMENT WHICH IS THE BASIS OF LIABILITY OR THE AMOUNT PAID BY ADVERTISER TO MERIDIAN IN THE LAST TWELVE (12) MONTHS, WHICHEVER IS LESS.

MERIDIAN NETWORK: Meridian's Advertising Services are made available in connection with the Meridian Network, which is comprised of a number of authorized distribution partners. Meridian cannot guarantee inclusion in the results of any particular authorized distribution partner. Under this Agreement, Meridian shall have the authority to act as purchasing agent on behalf of Advertiser for distribution of its respective Advertisements within the Meridian Network, provided that Advertiser's payment obligations shall be subject to the terms of the applicable Insertion Order.

USE OF SUBMISSIONS: Advertiser irrevocably grants Meridian, its partners, licensees and any entities in the Meridian Network, the worldwide right to use, display and publish the Advertisement and any links to Advertiser's Web site(s) for the purposes of delivering the Advertising Services, including, without limitation, modifying it for the purposes of complying with display parameters or using it commercially and authorizing others to do so for purposes hereof. Advertiser further irrevocably grants Meridian the right to deliver and sublicense the use of the Advertisement to any authorized distribution partner that Meridian deems relevant to the distribution of the Advertisement.

Meridian may modify or replace keywords based on quality search practices and industry standards, including without limitation, methodologies that correct misspellings, combine singular and plural terms and filter inappropriate terms. Meridian reserves the right to update and change these methodologies in its discretion.
MODIFICATION OF SERVICE AND BID REQUIREMENTS: Meridian reserves the right to redesign or modify the organization, structure or "look and feel" of the Meridian Advertising Service at any time without notice. Meridian may also at any time raise the minimum bid requirement for Advertisements distributed within the Meridian Network. Advertiser's continued participation in any Meridian Advertising Service following the notice of such changes in the minimum bid requirements shall be deemed an assent to such changes. Advertiser's consent by email communication to a change in Advertiser's monthly spending cap or pricing terms, and Meridian's email consent thereto, shall further constitute an assent to such amendment to the terms of this Agreement (and applicable Insertion Order).

USAGE STATISTICS: Upon Advertiser's reasonable written request, Meridian will provide Advertiser usage statistics pertaining to the number of CTs; provided, however, that Advertiser may not distribute or disclose such usage statistics to any third party without Meridian's prior written consent. Due to the various frequencies of search engines and directories refreshing their indexes, from time-to-time campaign overruns can occur. Overruns, not to exceed 10% of the amount ordered, shall constitute full and complete delivery. Overruns will be billed at the quoted unit price for the quantity ordered.
RIGHT TO REJECT: In its sole discretion, Meridian may reject, cancel or remove all Advertisements, requested URL links, search terms, descriptions, banners and logos at any time and with or without notice.
CONFIDENTIALITY: During the term of this Agreement, and for a period of two (2) years following the termination of this Agreement, Advertiser will not use or disclose any Confidential Information of Meridian, except as provided herein. "Confidential Information" includes (a) Advertisements, prior to publication, (b) the terms of any Insertion Orders, (c) any information disclosed to Advertiser by Meridian, (d) results or data relating to any Meridian Advertising Service or any service provided by Meridian and the related performance of such Meridian Advertising Service and (e) any proprietary information shared pursuant to this Agreement, including technology, process and know-how. The foregoing restriction does not apply to information that has become publicly known through no breach by a party, or has been: (a) independently developed without access to the other party's Confidential Information; (b) rightfully received from a third party; (c) approved in writing for release by the disclosing party; (d) required to be disclosed by law or by a governmental authority.

TERMINATION: Unless otherwise set forth on the Insertion Order, this Agreement shall automatically renew for periods equal to the term set forth on the Insertion Order, unless either party provides the other party with thirty (30) days notice prior to the commencement of the renewal term. In the event either party has materially breached any of the terms and conditions of this Agreement and has failed to cure such breach within ten (10) days of its receipt of written notice describing such breach, the other party may terminate this Agreement by providing fifteen (15) days written notice. Meridian may, in its sole discretion, terminate this Agreement at any time and for any reason. Following such notice period, Advertiser will be billed for any amounts still owed to Meridian. Any amounts for services provided under any Meridian Advertising Service are non-refundable.

INFORMATION REQUEST: Upon request, Advertiser agrees to provide Meridian with whatever information Meridian may reasonably require about the background of Advertiser and/or the business of Advertiser.

NOTICE: Except as expressly provided hereunder, any notice required or permitted by this Agreement will be given in writing and will be deemed given as of the day they are received either by messenger, delivery service or certified mail, postage prepaid, and (i) if to Meridian, addressed to Meridian Tech Group, Inc., Attn: General Counsel, 7635 Hull Street Rd, Suite 201, Richmond, VA 23235; (ii) if to Advertiser, addressed to Advertiser at the address shown on the corresponding Insertion Order (Advertiser is responsible to provide contact information that is updated and correct); or (iii) addressed to the other party at such other address for which such party gives notice hereunder.
PRESS RELEASES: Advertiser may not issue any press release or make any public announcement(s) relating to this Agreement or the relationship established by this Agreement without the express prior written consent of Meridian, however, Meridian may make informational references to its Advertising Programs and Advertiser's participation therein in press releases without obtaining Advertiser's consent.

MISCELLANEOUS: If any provision in this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and without being impaired or invalidated in any way. Advertiser agrees to work with Meridian to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Advertiser shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Meridian. Subject to the foregoing, this Agreement shall bind and inure to the benefit of both parties and their respective heirs, executors, administrators, successors and assigns. Meridian may assign and transfer this Agreement in whole or in part and may delegate its duties or assign its rights hereunder at any time. This Agreement and any applicable Insertion Orders constitute the entire agreement between the parties relating to the participation in Meridian's Advertising Services. This Agreement shall be governed by and construed according with the laws of the State of Virginia. Advertiser hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts located in Chesterfield County, Virginia with respect to any action, claim or proceeding arising out of or relating to this Agreement. This Agreement supersedes all prior and/or contemporaneous Agreements and Advertiser agrees it has relied upon no representations, oral or otherwise, not contained within this Agreement. Meridian reserves the right to change the terms to this Agreement by posting such changes on the Meridian Web site. Advertiser's continued participation in any Meridian Advertising Service following such changes shall be deemed an assent to such changes.