The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into the attached insertion order (the "Insertion Order") between Praize Inc. and Advertiser:

1. Terms of Payment
   Advertiser must submit completed credit application to determine terms of payment. If no credit application is submitted or the request for credit is denied by Praize in its sole discretion, the Insertion Order must be paid in advance of the advertisement start date. Major credit cards (VISA, M/C and American Express) are accepted. If Praize approves credit, Advertiser will be invoiced on the first day of the contract period set forth on the Insertion Order and payment shall be made to Praize within thirty (30) days from the date of invoice ("Due Date"). Amounts paid after the Due Date shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses (including legal fees) incurred by Praize in collecting such amounts. Praize reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with Praize.
    
   
2. Positioning
   Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the Praize properties or on any page is at the sole discretion of Praize. Praize may, at its sole discretion, remove from the insertion order (and substitute with similar inventory) any keyword or category page that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party.
    
   
3. Renewal
   Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Praize's sole discretion. Pricing for any renewal period is subject to change by Praize from time to time.
    
   
4. No Assignment or Resale of Ad Space
   Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Praize.
    
   
5. Limitation of Liability
   In the event (i) Praize fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) Praize fails to deliver the number of total page views specified in the Insertion Order (if any) by the end of the specified period, or (iii) of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order, the sole liability of Praize to Advertiser shall be limited to, at Praize's sole discretion, a pro rata refund of the advertising fee representing undelivered page views, placement of the advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total page views are delivered. In no event shall Praize be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Insertion Order/Standard Terms or publication of the advertisement, even if Praize has been advised of the possibility of such damages. Without limiting the foregoing, Praize shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Praize affecting production or delivery in any manner.
    
   
6. Advertisers Representations; Indemnification
   Advertisements are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law. In consideration of such publication, Advertiser agrees, at its own expense, to indemnify, defend and hold harmless Praize, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable legal fees and costs) incurred by Praize in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material, product or service of Advertiser to which users can link through the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
    
   
7. Provision of Advertising Materials
   Advertiser will provide all materials for the advertisement in accordance with Praize's policies in effect from time to time, including (without limitation) the manner of transmission to Praize and the lead-time prior to publication of the advertisement. Praize shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Praize pending receipt of acceptable materials from Advertiser which are past due. Advertiser hereby grants to Praize a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith.
    
   
8. Right to Reject Advertisement
   All contents of advertisements are subject to Praize's approval. Praize reserves the right to reject or cancel any advertisement, insertion order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Praize that placement of advertisement, URL link, etc., may subject Praize to criminal or civil liability).
    
   
9. Cancellations
   Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser.
    
   
10. Construction
    No conditions other than those set forth in the Insertion Order or these Standard Terms shall be binding on Praize unless expressly agreed to in writing by Praize. In the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall control.
     
    
11. Miscellaneous
    These Standard Terms, together with the Insertion Order, (i) shall be governed by and construed in accordance with, the laws of the province of Ontario, without giving effect to principles of conflicts of law; (ii) may be amended only by a written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Praize's written approval, which may be withheld at Praize's sole discretion. Both parties consent to the jurisdiction of the courts of the province of Ontario with respect to any legal proceeding arising in connection with the Insertion Order/Standard Terms.
     
    
12. Third Party Ad Serving
    If Praize has approved the use by Advertiser of a third party ad server (Third Party Server) in connection with this Insertion Order, the following provisions shall also apply:
    (i) The Advertiser shall post each advertisement to a staging area and shall notify Praize of such posting at least four (4) business days prior to the date on which Third Party Server is scheduled to serve such advertisement to a Praize property. Such advertisement shall be reviewed by Praize and must be approved in writing by Praize before it can be served by Third Party Server. In accordance with Section 9, Praize reserves the right to reject any advertisement or any element thereof, for any reason in its sole discretion.
    (ii) The Advertiser shall post all scheduling changes, new target URLs, new HTML specifications, new graphics and all other new or revised advertisements ("Revisions") to a staging area and shall notify Praize of such posting at least (4) business days prior to the date Advertiser wishes such Revisions to take effect. Revisions shall not be implemented until approved by Praize in writing, which approval shall be at Praize's sole discretion.
    (iii) If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be served, an advertisement to a Praize property in violation of this Agreement, Advertiser must immediately provide notice to Praize of the violation (along with a written explanation) and remove the advertisement from its placement or rotation on the Praize properties. Nothing in this Section shall limit any of Praize's rights or remedies in the event of such breach.
    (iv) In the event Praize exercises its right to cancel an advertisement in accordance with Section 9 hereof, Praize shall notify Advertiser in writing. The Advertiser must cause the advertisement to be removed from the Praize properties and from its advertising rotation no later than four (4) hours after written notification by Praize.

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