NetAudioAds Terms of Service Agreement

These terms of Service (the "Terms") are entered into between V2P Communications, Inc. aka. Voice2Page Communications, Inc and Voice2Page NetAudioAds and its affiliates ("V2P") and the Advertiser and/or Agency ("Advertiser") referenced on any V2P adlet order or Advertiser insertion order ("AO"). If Advertiser is an Agency, Agency represents and warrants that (1) Advertiser has authorized Agency to enter into this Agreement on Advertiser's behalf and to represent the Advertiser within the scope of this Agreement, and (2) Advertiser agrees to be bound by the terms of this Agreement, including but not limited to paying V2P for advertisements delivered pursuant to this Agreement and any corresponding AOs. These Terms shall be deemed incorporated by reference into any AO submitted by Advertiser. The Terms and AOs collectively form the "Agreement."

1. Term; Renewal. The term of these Terms commences on the Start Date set forth in the AO ("Start Date") and continues in force and effect until terminated pursuant to section 2. Except as expressly set forth in the AO, any renewal of the AO, acceptance of any additional AOs, and pricing for such renewal or additional IOs shall be at V2P's sole discretion.

2. Termination; Effect of Termination. V2P shall have the right to terminate any AO (and this Agreement), in whole or in part, with or without cause, at any time except as provided in an AO. Once an AO is submitted, Advertiser cannot terminate it for any reason unless expressly provided in the AO. Upon termination for any reason, (i) Advertiser shall remain liable for any amount due under an AO for advertisements delivered by V2P and such obligation to pay shall survive termination of this Agreement, (ii) at the request of either party, the other party shall return all Confidential Information and (iii) Sections 2-9 shall survive termination.

3. Confidentiality. Advertiser shall make no public announcement regarding the existence or content of the AO without V2P's prior written approval. Furthermore, during the term of this Agreement, and for a period of one year following any AO End Date, neither party will use or disclose any Confidential Information of the other party except as provided herein. "Confidential Information" includes (1) advertisements, prior to publication, (2) AOs, (3) any V2P statistics and information designated by either party in writing, or identified orally at time of disclosure as "confidential" or "proprietary." The foregoing restriction does not apply to information that has become publicly known through no breach by a party, or has been: (1) independently developed without access to the other party's Confidential Information; (2) rightfully received from a third party; (3) approved in writing for release by the disclosing party; (4) required to be disclosed by law or by a governmental authority.

4. No Warranty. V2P MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

5. Limitations of Liability; Force Majeure. In no event shall V2P be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Advertiser, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIAILITY OBLIGATIONS HEREUNDER, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (II) EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID OR PAYABLE TO V2P FROM ADVERTISER FOR THE AO GIVING RISE TO THE CLAIM. Without limiting the foregoing and except for payment obligations, 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 or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

6. Advertiser's Responsibilities. Advertiser is responsible for the selection of the content and display of advertisements, URL links, keywords, and AOs including any trademark issues associated therewith. Advertiser shall ensure that(a) Advertiser holds all rights needed to permit the use, reproduction, display, transmission and distribution of the advertisement and all contents therein ("Use") by V2P; and (b) V2P's Use, Advertiser's product keywords or trademarks, any data regarding users, and any material to which users can link, or any products or services made available to users through the advertisement will not (i) violate any criminal laws or third party rights; (ii) encourage conduct that would constitute a criminal offense or violate any law; or (iii) give rise to civil liability.

7. Advertisement Placement and Modification. Advertiser agrees (unless otherwise specified in an AO) that advertisements will be played whenever the selected keywords are entered in a search query, either alone or in combination with other terms, as scheduled in AO, or upon any other special action as defined in AO. Advertiser may, in good faith, modify keywords, special actions, and geographic areas so long as the total value of an AO is not materially reduced. If V2P receives a complaint from a third party alleging that the keywords, defined actions or advertisements corresponding to an AO infringe the third party's trademark or other proprietary rights, V2P shall have the right to disable the keywords or defined actions or advertisements at issue.

8. Indemnification. Each party agrees to indemnify the other party and its respective agents, affiliates, subsidiaries, directors, officers, employees and applicable third parties (e.g., syndication partners, licensors, licensees, consultants, and contractors) ("Indemnified Person(s)") from and against any third party claim, liability, loss and expense (including damage awards, settlement amounts, and reasonable legal fees and expenses incurred by the indemnifying party in such defense) ("Liabilities"), arising out of the breach by the indemnifying party of its obligations under this Agreement and failure to comply with applicable law in the performance of its obligations hereunder during the Term. The indemnification obligations regarding the Indemnified Person(s) and Liabilities shall exist only if the indemnified party (the "Indemnitee") (1) promptly notifies the indemnifying party (the "Indemnitor") of any claim, (2) provides the Indemnitor with reasonable information and cooperation in defending the claim, and (3) gives the Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. The Indemnitor shall not reimburse the Indemnitee for any expenses incurred without prior written approval.

9. Priority; Miscellaneous. These Terms shall supersede any and all conflicting terms in an AO unless a provision of these Terms expressly allows for control by the AO. This Agreement: (1) shall be governed by the laws of California, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Diego County, California. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder. Any modifications to this Agreement must be made in a writing executed by both parties. The parties will negotiate any dispute hereunder in good faith within thirty (30) days of receiving written notice; this obligation shall not eliminate any remedies available to the parties. Any notices shall be sent to the addresses set forth in the AO by facsimile or overnight courier and shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is unenforceable under any applicable law, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Any reference to the term "partner" herein does not denote a legal partnership relationship, but one of independent contractors. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt shall automatically terminate the Agreement, without liability to V2P.