This contract supersedes all terms and conditions on FTC’s rate cards, and any previous agreements between FTC and advertiser/agency relating to the subject matter set forth herein. FTC’s only obligation to serve advertisements hereunder shall be to serve advertisements of the advertiser described herein, and in no event shall FTC be obligated to serve advertisements for any other advertiser.

2. Changes and Cancellations. All artwork must be received at least five days in advance of publication date. All text for Internet radio, other audio or video advertisements must be received at least ten days in advance of publication date. Cancellations or copy changes will not be accepted after the published closing date of the update to the FTC Network site or service on which the advertising is to run. Changes to artwork or text must be received by FTC at least five days in advance of requested change date. FTC reserves the right to change any of its advertising specifications at any time. Any cancellations or change orders must be made in writing and acknowledged by FTC. Change orders cannot be submitted any more frequently than once every fourteen days. This contract may be canceled or changed (i) by FTC at any time for any or no reason without notice, or (ii) by advertiser/agency on 30 days written notice to FTC.

3. Payment. Unless otherwise agreed in writing, the first month's fees are due and payable upon the execution of this contract by the advertiser/agency and, thereafter, pro rata monthly in advance. If any payment is not made timely, FTC, at its option, may immediately terminate the contract. In addition, advertiser/agency shall be liable to FTC for all attorneys’ fees and other costs of collection. Interest will accrue on any past due amounts at the rate of [the lesser of] one and one-half (1 1/2%) percent per month or the maximum permitted by law. FTC may hold the advertiser and/or its agency or agent jointly and severally liable for all amounts due.

4. Delivery, Frequency and Fulfillment. All calculations of the number of advertisements served as determined by FTC shall be the sole basis of FTC's billing, regardless of whether advertiser/agency is using the services of a third party ad server. If FTC fails to provide the guaranteed number of impressions, FTC will supplement its impressions as described below. FTC will not supplement for under-delivery due to delays caused by advertiser/agency. Advertiser/agency understands that all frequency discounts are based on the advertiser's/agency's commitment to fulfilling the frequency indicated in the contract. If, for any reason, this frequency is not met by the expiration or cancellation of the contract, advertiser/agency agrees to pay a short rate charge on all ads run. This charge will be equal to the difference between the rate shown in the contract and the rate earned based on the applicable rate card for the actual frequency completed.

6. Redesigning of the FTC Network Sites or Services. Advertiser/agency acknowledges that, consistent with FTC’S need for editorial discretion, FTC may redesign, delete or replace the pages, programs or channels on which the impressions will be displayed or transmitted or may redesign or replace the type of links, buttons, boxes, banners, and Internet radio, audio or video advertisements purchased by advertiser/agency; provided, that FTC will use good faith efforts to provide advertiser/agency with comparable links, buttons, boxes, banners, and Internet radio, audio or video advertisements.

7. Rejections. FTC reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links, buttons, boxes or banners for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement, link, button, box or banner was previously acknowledged, accepted, or published.

8. Licenses and Indemnification. Advertiser/agency grants FTC the right to use, reproduce, publicly display and distribute advertiser's advertisements and collateral information and warrants that advertiser/agency has the right to grant such license. Advertiser/Agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to FTC. In addition, advertiser/agency represents that the advertiser's advertisements and collateral information do not violate any applicable local, state or federal law or regulation. In consideration of FTC’S acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold harmless FTC and its officers, directors, shareholders, employees, accountants, attorneys, agents, parent, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to: (i) advertiser/agency's breach of any covenants, representations and warranties made therein, (ii) FTC’S performance under this contract, and (iii) the copying, printing, distributing, transmitting or publishing of advertiser's/agency's advertisements or collateral information by FTC.

9. Limitation of Liability. In the event (i) FTC fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) FTC fails to deliver the number of total impressions specified in the Insertion order (if any) by the end of the specified period, or (iii) of any other failure, technical of otherwise, of such advertisement to appear or be transmitted as provided in the Insertion Order, the sole liability of FTC to advertiser/agency shall be limited to, at FTC’S sole discretion, a pro rata refund of the advertising fee representing the undelivered impressions, placement of the advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total impressions are delivered. In addition, FTC is not responsible for the quality and/or clarity of any Internet radio, audio or video advertisements. UNDER NO CIRCUMSTANCES WILL FTC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF FTC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

10. Choice of Law and Forum. This contract shall be interpreted and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provision, and with the same force and effect as if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the State of California, acknowledges that venue is proper only in any state or Federal court in the State of California, agrees that any action related to this contract must be brought in a state or Federal court in the State of California, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.

11. Credit Cards. In the event that advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by advertiser/agency, advertiser/agency shall immediately remit full payment to FTC plus any interest due on the outstanding amounts. In addition, if advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from FTC any amounts received by FTC from the issuer, advertiser/agency shall immediately remit to FTC all amounts necessary to comply with the issuer's request and any costs and expenses incurred by FTC.

12. Miscellaneous. No public statements concerning the existence or terms of this contract will be made or released [to any medium] except with the prior approval of both parties or as required by law. Advertiser/agency 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 FTC. If any portion of the contract is found unenforceable for any reason, the reminder will remain in full force and effect. No waiver by FTC shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; FTC will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of FTC. All terms of this contract, which by their nature extend beyond its termination, remain in effect until fulfilled and apply to the respective successors and assigns. In the event of contract termination due to reselling, assignment and/or transfer, FTC shall be entitled to retain all unearned fees.

The undersigned is legally empowered with due corporate authority to enter into this contract and agrees to be bound by the Terms and Conditions of this contract.

                         Advertiser or Agency                                                           FTC Networks, LLC

Signature: ______________________________                              ______________________________

Date: __________________________________                              ______________________________

Version 1.0.0.1