STANDARD TERMS AND CONDITIONS FOR MOBILE ADVERTISING

INSERTION ORDERS AND INVENTORY AVAILABILITY

From time to time, Parties may negotiate IOs under which Mobile Posse will deliver advertisements provided by Advertiser ("Ad(s)") on Mobile Posse's services and products (collectively, "Products") for the benefit of an Advertiser. An IO may be submitted by Agency to Mobile Posse or be submitted by Mobile Posse, signed by Agency and returned to Mobile Posse. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail communication) approval of the IO by Mobile Posse and Agency; or (b) the display of the first Ad impression by Mobile Posse, unless otherwise agreed upon in the IO.

Each IO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (the "Deliverables"); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), and (d) the start and end dates of the campaign. Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.

Mobile Posse will make commercially reasonable efforts to notify Agency within two business days of receipt of an IO signed by Agency if the specified inventory is not available.

Modifications to the originally submitted IO will not be binding unless signed by both Parties.

AD PLACEMENT AND POSITIONING

Mobile Posse will use commercially reasonable efforts to comply with the IO, including all Ad placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO. Any exceptions must be approved by Agency in writing.

Mobile Posse may redesign the Products in its sole discretion at any time. Mobile Posse will use commercially reasonable efforts to provide Agency at least ten (10) business days, prior notification of any material changes to any Product that would change the target audience or significantly affect the size or placement of the Ad specified in the affected IO. Should such a modification occur with or without notice, as Agency's and Advertiser's sole remedy for change or notice, Agency may immediately cancel the remainder of the IO without penalty within the 10-day notice period. If Mobile Posse has failed to provide such notification, Agency may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification.

Mobile Posse will submit or otherwise make electronically accessible to Agency within two business days of acceptance of an IO final technical specifications, as agreed upon by the Parties. Changes to the specifications of the already-purchased Ads after that two business day period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the Parties) delivery of the affected Ad for a reasonable time in order to either (i) send revised artwork, copy, or active URLs ("Advertising Materials"); (ii) request that Mobile Posse resize the Ad at Mobile Posse's cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the Parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.

The advertising inventory under the IO is for use solely by Advertiser and may not be used by any third party.

PAYMENT AND PAYMENT LIABILITY

REPORTING

Reporting will be calculated and based upon a Broadcast Month. Mobile Posse shall make reporting available at least once per Broadcast Month, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, click-through rates, conversion by ad element and page group, and any other field mutually agreed to by Mobile Posse and Agency. Notwithstanding the foregoing, Agency acknowledges that Mobile Posse's reports will the basis for total ad requests and click-throughs delivered by Mobile Posse. In the event of a discrepancy of more than thirty percent (30%) between Mobile Posse and Agency's reporting, the Parties agree to work together to find a mutually agreeable resolution such as, but not limited to, the averaging together of the two reports.

Once Mobile Posse has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to receipt of Mobile Posse's invoice for such period.

In the event that Mobile Posse learns that it has delivered an incomplete or inaccurate report, or no report at all, Mobile Posse must cure such failure within 5 business days. Failure to cure may result in nonpayment for all activity for which data are incomplete or missing, until Mobile Posse delivers reasonable evidence of performance and such report must be delivered within 30 days of Mobile Posse's learning of such failure or absent such knowledge, within 180 days of delivery of all Deliverables.

CANCELLATION AND TERMINATION

At any time prior to the serving of the first impression of the IO, Agency may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if Agency cancels the IO 15 days prior to the serving of the first impression, Advertiser will only be responsible for the first 15 days of the IO.

Upon the serving of the first impression of the IO, Agency may cancel the IO for any reason, without penalty, by providing Mobile Posse written notice of cancellation which will be effective 14 days after providing Mobile Posse with such written notice.

Either Party may terminate an IO at any time if the other Party is in material breach of its obligations hereunder that is not cured within ten (10) days after written notice thereof from the nonbreaching Party, except as otherwise stated in this Agreement with regard to specific breaches.

MAKE GOODS; OVER DELIVERY

If Mobile Posse fails to deliver the agreed upon aggregate number of Deliverables during the Term, Agency's sole remedy for such failure will be the extension of the Term for (i) a period of sixty (60) days or (ii) until the agreed upon number of Ad Requests (or other Ad Requests as the Parties mutually agree) are provided, whichever is longer.

In the case of a probable or actual under-delivery, the Parties may arrange for make good consistent with these Terms and Conditions.

Mobile Posse may, in its sole discretion, deliver Ads in excess of the total set forth in an applicable IO, however, Agency will not be obligated to pay Mobile Posse for such over-delivery, unless the Parties agree on payment terms in an applicable IO.

FORCE MAJEURE

Excluding payment obligations, neither Party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Mobile Posse suffers such a delay or default, Mobile Posse shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make good is reasonably acceptable to Agency, Mobile Posse shall allow Agency a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Agency shall have the benefit of the same discounts that would have been earned had there been no default or delay.

If Agency's ability to transfer funds to third Parties has been materially negatively impacted by an event beyond the Agency's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency shall make every reasonable effort to make payments on a timely basis to Mobile Posse, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.

To the extent that a force majeure has continued for 5 business days, Mobile Posse or Agency has the right to cancel the remainder of the IO without penalty.

AD MATERIALS

http://www.mmaglobal.com/

The Parties may negotiate from time to time in an applicable IO to have Mobile Posse develop the Advertising Materials for a fee as specified in the IO. All Advertising Materials developed by Mobile Posse shall be subject to final approval of Agency and the terms of the Agreement. Agency shall use commercially reasonable efforts to approve any Advertising Material developed by Mobile Posse within three (3) business days after submission of the Creative by Mobile Posse.

Mobile Posse reserves the right within its discretion to reject or remove from its Product any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Mobile Posse's sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Mobile Posse reserves the right to reject or remove from its Products any Ads that Mobile Posse believes in its reasonable discretion may tend to bring disparagement, ridicule, or scorn upon Mobile Posse or any of its Affiliates (as defined below), provided that if Mobile Posse has reviewed and approved such Ads prior to their use on the Product, Mobile Posse will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.

If Advertising Materials provided by Agency are damaged, not to Mobile Posse's specifications, or otherwise unacceptable, Mobile Posse will use commercially reasonable efforts to notify Agency within two business days of its receipt of such Advertising Materials.

Advertiser will be solely responsible for customer service for products and services offered by Advertiser on the Product(s). Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.

PROPRIETARY RIGHTS.

Solely in connection with this Agreement, Agency and Advertiser grants to Mobile Posse a limited, non-transferable, non-exclusive, worldwide license, for the term of this Agreement to: (a) copy, use, store, publicly display, publicly perform and transmit the Ads and Advertising Materials; (b) incorporate the hypertext reference links of the Ads and Advertising Material; and (c) display Advertiser's trade names, trademarks or service marks in the Ads and Advertising Materials.

Except as provided in Section 9.3, Agency and Advertiser acknowledge Mobile Posse and its licensors own and shall retain all rights, title and interest in and to the copyrights, trademarks, patents, proprietary features and proprietary technology, trade secrets, know-how and other proprietary rights to the Products. Advertiser and Agency shall acquire no proprietary rights to the Products by virtue of this Agreement.

Advertiser and Agency retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in their respective content of the Ads and Advertising Materials, Advertiser's trade names, trademarks and service marks therein and all legally protectable elements, derivative works, modifications and enhancements thereto, whether or not developed by Advertiser or any contractor, subcontractor or agent for Advertiser.

Mobile Posse, on the one hand, and Agency and Advertiser on the other, will use the other's trade names, trademarks, logos, or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of this Agreement without the other's prior written approval.

No Party will use any other Party's trade names, trademarks, service names and other proprietary marks in a manner that disparages any other Party or its products or services, and/or portrays the any other Party or its products or services in a false, competitively adverse or poor light. Each Party will comply with any other Party's reasonable requests as to the use of the other Party's proprietary marks and will avoid knowingly taking any action that diminishes the value of such marks. Any Party's use of the any other Party's proprietary marks except as expressly permitted in this Agreement is strictly prohibited.

REPRESENTATIONS AND WARRANTIES.

Agency and Advertiser represent and warrant that (i) they have all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials; (ii) they have the right and authority to enter into and perform its obligations under this Agreement; (iii) the Ads shall conform to the description and specifications set forth in the IO; (iv) the Ads shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any jurisdiction; (v) the Ads do not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person's trade secret, name, likeness or identity; (vi) the Ads do not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; and (vii) the Ads contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spyware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about Mobile Posse or the users of the sites.

Mobile Posse represents and warrants to Advertiser that: (i) Mobile Posse has the power and authority to enter into and perform its obligations under this Agreement; (ii) Mobile Posse has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the terms and conditions of this agreement, including any applicable Policies; and (iii) Mobile Posse shall perform its obligations under this Agreement in a commercially reasonable manner.

EXCEPT AS EXPRESSLY STATED AT SECTION 10.2, MOBILE POSSE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. MOBILE POSSE DOES NOT WARRANT THAT THE SERVICES OR SITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES MOBILE POSSE MAKE ANY WARRANTY AS TO THE PERFORMANCE OR ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES OR SITE.

INDEMNIFICATION

Mobile Posse agrees to defend, indemnify and hold harmless Agency and Advertiser, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) (collectively "Losses") incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Mobile Posse's breach of Section 13, Mobile Posse's display or delivery of any Ad in breach of this Agreement, or that materials provided by Mobile Posse (and not by Agency or Advertiser) for an Ad violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling Agency's or Advertiser's unique specifications provided that Mobile Posse did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided to Agency or Advertiser for review and the Agency or Advertiser knew or should have reasonably known from the visual or sonic expression of the Advertisement, while Mobile Posse did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. An Affiliate means, with respect to either Party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such Party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such Party. A "Third Party" means an entity other than the Parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

Advertiser agrees to defend, indemnify and hold harmless Mobile Posse its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser's breach of Sections 10.1 and 13, violation of Policies (to the extent the applicable terms of such Policies have been provided to Agency at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by Mobile Posse in accordance with this Agreement, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.

Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each IO. Agency agrees to defend, indemnify and hold harmless Mobile Posse its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency's alleged breach of the foregoing sentence.

If any action will be brought against either Party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other Party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third Party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.

Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section 11, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable. A "Related Party" is a Party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

LIMITATION OF LIABILITY

Excluding the Parties obligations under Section 11 or damages that result from a breach of Section 13 or intentional misconduct by the Parties, in no event will either Party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other Party arising out of this Agreement, even if such Party has been advised of the possibility of such damages.

NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

Any marked confidential information and proprietary data provided by one Party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed "Confidential Information" of the disclosing Party. Confidential Information shall also include information provided by one Party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving Party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither Party will use any portion of Confidential Information provided by the other Party hereunder for any purpose other than those provided for under this Agreement.

For purposes of this Section, Agency and Advertiser shall be considered one Party. Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a Party; (ii) was or becomes generally available to the public through no fault of the receiving Party ("Recipient"); (iii) was rightfully in Recipient's possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing Party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third Party free of any obligation of confidence. Notwithstanding the foregoing, either Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either Party under this Agreement; provided, however, that both Parties will stipulate to any orders necessary to protect said information from public disclosure.

All personally identifiable information provided by individual end users who are informed that such information is being gathered solely on behalf of Advertiser pursuant to the Advertiser's posted privacy policy is the property of Advertiser, is subject to the Advertiser's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the IO signed by both Parties.

Mobile Posse, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by Mobile Posse, on one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy or nonadherence to its own privacy policy is grounds for immediate cancellation of the IO by the other Parties.

Agency, Advertiser and Mobile Posse will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

MISCELLANEOUS

Neither Agency nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Mobile Posse's prior written approval will be null and void. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted transferees, successors and assigns.

These Terms and Conditions and the related IO constitute the entire agreement of the Parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. The Agreement shall be governed by the laws of the Commonwealth of Virginia. Mobile Posse and Agency (on behalf of itself and not Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the Agreement will be brought solely in a court of competent jurisdiction in Virginia, and the Parties consent to the jurisdiction of such courts. No modification of the Agreement shall be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Mobile Posse and Agency shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.

Sections 3, 6, 9, 10, 11, 12, 13 and 14 shall survive termination or expiration of this Agreement and Section IV shall survive for 30 days after the termination or expiration of this Agreement. In addition, each Party shall return or destroy the other Party's Confidential Information and remove Advertising Materials and Ad tags.

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