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

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 BoomTribe in its sole discretion, the Insertion Order must be paid in advance of the advertisement start date. Payment can be made via Paypal or to 2Checkout.com. If BoomTribe 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 BoomTribe 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 BoomTribe in collecting such amounts. BoomTribe 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 BoomTribe.

Positioning
Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the BoomTribe properties or on any page is at the sole discretion of BoomTribe. BoomTribe 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.

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 BoomTribe's sole discretion. Pricing for any renewal period is subject to change by BoomTribe from time to time.

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 BoomTribe.

Limitation of Liability
In the event (i) BoomTribe fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) BoomTribe 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 BoomTribe to Advertiser shall be limited to, at BoomTribe'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 BoomTribe 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 BoomTribe has been advised of the possibility of such damages. Without limiting the foregoing, BoomTribe 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 BoomTribe affecting production or delivery in any manner.

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 BoomTribe, 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 BoomTribe 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).

Provision of Advertising Materials
Advertiser will provide all materials for the advertisement in accordance with BoomTribe's policies in effect from time to time, including (without limitation) the manner of transmission to BoomTribe and the lead-time prior to publication of the advertisement. BoomTribe 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 BoomTribe pending receipt of acceptable materials from Advertiser which are past due. Advertiser hereby grants to BoomTribe 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.

Right to Reject Advertisement
All contents of advertisements are subject to BoomTribe's approval. BoomTribe 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 BoomTribe that placement of advertisement, URL link, etc., may subject BoomTribe to criminal or civil liability).

Cancellations
Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser.

Construction
No conditions other than those set forth in the Insertion Order or these Standard Terms shall be binding on BoomTribe unless expressly agreed to in writing by BoomTribe. In the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall control.

Miscellaneous
These Standard Terms, together with the Insertion Order, (i) shall be governed by and construed in accordance with, the laws of the country of Barbados, 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 BoomTribe's written approval, which may be withheld at BoomTribe's sole discretion. Both parties consent to the jurisdiction of the courts of the country of Barbados with respect to any legal proceeding arising in connection with the Insertion Order/Standard Terms.

Third Party Ad Serving
If BoomTribe 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 BoomTribe 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 BoomTribe property. Such advertisement shall be reviewed by BoomTribe and must be approved in writing by BoomTribe before it can be served by Third Party Server. In accordance with Section 9, BoomTribe 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 BoomTribe 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 BoomTribe in writing, which approval shall be at BoomTribe's sole discretion.

(iii) If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be served, an advertisement to a BoomTribe property in violation of this Agreement, Advertiser must immediately provide notice to BoomTribe of the violation (along with a written explanation) and remove the advertisement from its placement or rotation on the BoomTribe properties. Nothing in this Section shall limit any of BoomTribe's rights or remedies in the event of such breach.

(iv) In the event BoomTribe exercises its right to cancel an advertisement in accordance with Section 9 hereof, BoomTribe shall notify Advertiser in writing. The Advertiser must cause the advertisement to be removed from the BoomTribe properties and from its advertising rotation no later than four (4) hours after written notification by BoomTribe.