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Published: 2008-03-26

Web Advertising Services Agreement - Flycast Communications Corp. and Nettaxi Online Communities Inc.



                            FLYCAST(TM) COMMUNICATIONS
                                   CORPORATION

                       WEB ADVERTISING SERVICES AGREEMENT
                                   For Sellers


                                                                    V2.0-Sellers


Company  Name  ("Seller")       Nettaxi  Online  Communities
------------------------------  ------------------------------
Primary  Site(s)  URL(s)        www.nettaxi.com
------------------------------  ------------------------------
Contact  Person(s)  Name        Robert  or  Dean  Rositano
------------------------------  ------------------------------
Phone                           408-879-9880
------------------------------  ------------------------------
Email                           CS@nettaxi.com    dean@nettaxi
------------------------------  ------------------------------
Flycast  Sales  Representative  Shan  Franklin
------------------------------  ------------------------------
Flycast  Customer  Support
Representative
------------------------------  ------------------------------


This  agreement,  dated  June 3, 1998, describes the entire terms and conditions
for  the  sale  of  web advertising impressions  on the Flycast Open Network(TM)
between  Flycast  Communications  Corporation  ("Flycast")  and  Nettaxi  Online
Communities  (the  "Seller").


Section  1.0  Definitions

1.1.     AdAgent(TM).
The  client  software  provided  by  Flycast  for  the  purpose  of  purchasing
Impressions  on  the  Flycast  Open  Network.

1.2.     Ad  Spaces.
The  web  page  section(s)  on  Seller's  web  site registered with Flycast that
generate  Impressions.

1.3.     Buyers.
Customers  who  buy  Impressions  on  the  Flycast  Open  Network.

1.4.     Buyer  Terms  and  Conditions.
The  Terms  and conditions that apply to purchases of Impressions on the Flycast
Open  Network.  Copies  are  available  from  Flycast.

1.5.     Default  Advertisements.
Advertisements  promoting Seller's web site (or Seller's goods or services) that
are  displayed  in  the  event  there  is  no qualified Buyer for Impressions on
Seller's  Ad  Spaces.

1.6.     Flycast.
Flycast  Communications  Corporation,  a  California  corporation.

1.7.     Flycast  Ad  Management  System.
The  tools and services provided by Flycast to manage web advertising campaigns,
including  AdAgent,  Ad  Reporter,  Site  Registry,  and  Site  Reporter.

1.8.     Flycast  Blind  Buy  Sale.
A  transaction  on  the  Flycast Open Network in which the Impression is sold as
part  of  a  pool of Impressions from multiple sites, and the Buyer is unable to
specify  web  sites  or  Ad  Spaces.

1.9.     Flycast  Open  Network.
The  network  of  web  sites  on  which  Buyers  can  purchase  Impressions.

1.10.  Flycast  Spot  Sale.
A  transaction on the Flycast Open Network where the Impression is sold pursuant
to  a  real-time  bidding  process  to  the  highest  bidder that bids above the
Seller's  minimum  bid  price.

1.11.  Flycast  Upfront  Sale.
A  transaction  on  the Flycast Open Network where a fixed number of Impressions
are  sold  to  a  specific  Buyer (including Flycast) for a fixed, predetermined
price.  A Flycast Upfront Sale cannot be canceled by the Seller or by the Buyer.

1.12.  Impressions.
Web  advertising  impressions  sold  or made available for sale over the Flycast
Open  Network.

1.13.  Sellers.
Web  sites  that  register  Ad  Spaces  for  sale  on  the Flycast Open Network.

1.14.  Seller  Status  Information.
The Seller's Impression sale parameters with respect to each Ad space, including
the  number of Impressions available to be sold on the Flycast Open Network, the
minimum  price  for  the  sale  of  the  Impressions,  etc.

1.15.  Site  Registry.
The  HTML  form(s)  on  Flycast's  web site used by Sellers to register their Ad
Spaces  with  the  Flycast  Open  Network,  and  to set and adjust Seller Status
Information.

Section  2.0.  Selling  Impressions

Section  2.1.  General
Seller agrees to make Impressions available for sale on the Flycast Open Network
in  the  amount,  price  and  Ad Space locations reflected in the Site Registry.
Seller  agrees that by participating in the Flycast Open Network, it has made an
offer  to  sell  Impressions  at or above the minimum designated price.  Flycast
does  not represent or warrant that Seller will sell any Impressions through the
Flycast  Open  Network.  Seller  agrees that any Impressions otherwise unsold on
the Flycast Open Network will be offered for sale as part of a Flycast Blind Buy
Sale.

Section  2.2.  Site  Registration  and  Information
Seller  agrees  to  complete  the  Site  Registry  information  accurately  and
completely,  including  setting  "rate card,* minimum bid,* and Bind Buy" prices
for  all  of  the Ad Spaces available for sale.  Seller further agrees to update
Seller  Status  Information  on  a  monthly  basis.

Section  2.3.  Fulfillment
Seller  understands  that  Buyers use information about available Impressions on
Seller's  site  to  plan  their  web  media buys.  Accordingly, Seller agrees to
provide  all  the  Impressions  reflected in the Site Registry for sale over the
Flycast  Open  Network.  In addition, Seller agrees that if it sells Impressions
pursuant  to a Flycast Upfront Sale, it will deliver all of the Impressions with
respect  to  such sale, and that it will provide "make-good" impressions as soon
as  practicable  in  the  event  of  an  underdelivery.

Section  2.4.  Payment  to  Seller
Flycast  will pay Seller the following amount for Impressions made available for
sale  through  the  Flycast  Open  Network:

     60%  of  revenues  generated  from  the sale of Impressions on the Seller's
Ad Spaces.

Section  2.5.  Payment  Terms
Flycast  will remit a monthly payment to seller sixty (60) days after the end of
the  month  in which Impressions are sold through the Flycast Open Network.  For
example,  Seller  will  be  paid by March 30 for ads placed during the preceding
month  of  January.  A  Flycast payment report summarizing the Seller's activity
will  accompany  payment  for  the  month.  Flycast will accrue and hold monthly
payments  due  to  Seller  until  the aggregate amount due exceeds $200 (or such
lesser  amount  due  Seller in the event Seller terminates its relationship with
Flycast).  If Seller is also a buyer, Flycast has the option to offset a payment
by  the amount of any balance due Flycast from Seller's purchases of Impressions
on  the  Flycast  Open  Network.

Section  2.6.  Discrepancies
Seller  has  thirty  (30)  days  from  the  receipt  of  payment  to  report any
discrepancy  or to question the payment.  Flycast and Seller will use their best
efforts to resolve any discrepancy or question quickly and fairly.  In case of a
discrepancy between any report generated by Flycast's SiteReporter and Flycast's
final  billing  information,  the  filling  information  will  control.

Section  2.7.  Ad  Blocking
Flycast provides Seller an automated procedure for blocking selected advertisers
or  advertisements from appearing on their Ad Spaces.  Seller is responsible for
utilizing  Flycast's  ad  blocking  system in accordance with the procedures set
forth  on  Flycast's  Web  site.  Seller acknowledges that Flycast's ad blocking
system  provides  adequate  protection  against  the  appearance  of unwanted or
inappropriate  advertisements  or  advertisers  on  Seller's  Ad Spaces.  SELLER
AGREES  THAT NEITHER FLYCAST OR ANY BUYER SHALL BE LIABLE FOR THE CONTENT OF ANY
ADVERTISEMENTS  DELIVERED  BY  FLYCAST  ON  SELLER'S  AD  SPACES.

Section  2.8.  Impression  Pricing
Seller agrees to cooperate with Flycast in pricing Impressions to enable Flycast
to offer Impressions on several sites with content similar to Seller at a single
price  or  consistent  range  of  prices.

Section  2.9.  Minimum  Impressions;  Term
Seller  agrees to  make a minimum of  100,000 Impressions available for sale per
month  on  the  Flycast Open Network for at least three (3) months from the date
hereof.  This  Agreement will automatically renew at the end of the initial term
and  will  remain  in  effect  unless  terminated  by either party with 30 day's
notice.  Either  party  may, at its sole option, terminate this Agreement in its
entirety  in  the  event  that  (i) the other party breaches any of its material
obligations,  representations  or  warranties  under this Agreement and fails to
cure  such  breach within thirty (30) days of receiving notice thereof, (ii) the
other  party is acquired by a third party that would reasonably be determined to
be  involved  in  substantial  business activities that are directly competitive
with  the business of the terminating party, or (iii) the other party institutes
insolvency,  receivership  or bankruptcy proceeding or any other proceedings for
the  settlement  of  debt,  which  are  not  dismissed or resolved in such other
party's  favor  within  sixty  (60)  days  thereafter.

Section  2.10.  Reporting
Seller is entitled to use Site Reporter, Flycast's online reporting application.
Flycast  may limit Seller's use of Site Reporter pursuant to a reasonable policy
applied  objectively  to  sites  participating  in  the  Flycast  Open  Network.

Section  2.11.  Promotional  Impressions
Seller  agrees  to  provide three percent (3%) of its unsold Impressions (across
all  of the sites sold through the Flycast Open Network) with respect  to the Ad
Spaces  covered  by  this contract available to Flycast fee of charge for use in
promoting  the  Seller and the Flycast Open Network.  In addition, Seller agrees
to  provide  Flycast  with  reasonable amounts of additional promotion inventory
from  time  to  time  in  connection  with  specific  programs  or  promotions.

Section  2.12.  Deleted

Section  2.13.  Rights  Upon  Termination
On  termination  of  this  Agreement,  all  of Seller's rights under the AdAgent
License  Agreement  (attached  hereto  as  Exhibit  A).  If  this  Agreement  is
terminated  for any reason, neither party will be liable to the other because of
such  termination  for  damages for the loss of prospective profits, anticipated
sales,  good  will,  or  for  expenditures,  investments  or commitments made in
connection  with  this  Agreement.  The  termination of this Agreement shall not
relieve either party from its liability to pay any fees that have accrued to the
other  party  prior  to  the  date  of  termination.  The  parties'  rights  and
obligations  under Section 4.2-4 shall survive expiration or termination of this
Agreement.

Section  3.0.  Advertising  Management  Services

Section  3.1.  Default  Advertising
Subject  to  the terms and conditions of the AdAgent License Agreement (attached
hereto  as  Exhibit A).  Seller can use Flycast's Ad Management System to manage
Default Advertising.  Seller is bound by the AdAgent License Agreement (attached
hereto  as  Exhibit A).  Seller rights  under  this  Section  3.1 are limited to
ten percent (10%)  of  Seller's  inventory  made  available for sale through the
Flycast Open network,  or  20,000  impressions  per  month, whichever  is  less.

Section  3.2.  Outsourced  Ad  Management
Seller  can  use  Flycast's  Ad  Management  System  to  manage  web advertising
campaigns originated by Seller on behalf of third-party advertisers appearing on
the  Ad  Spaces  covered by this contract in accordance with the following terms
(which  terms  override  Section  2.4):
-     Section  3.2.1.  Commission.  Flycast is entitled to a commission equal to
$2.00 per thousand Impressions delivered by  Seller  utilizing  the  Flycast  Ad
Management  System  to  manage  ad campaigns on the Ad Locations covered by this
contract.
-     Section  3.2.2.  Billing  and Collection.  Flycast will invoice Seller for
the  commission  described in Section 3.2.1, and retains the right to offset any
payment  due  Seller  by  the  amount  of  the  commission.  Seller  bears  sole
responsibility  for  billing  and  collecting  payment  from  advertisers  for
advertisements  delivered  pursuant  to  this  Section  3.2.2.

Section  3.3.  Purchasing  Impressions
Subject  to  the terms and conditions of the AdAgent License Agreement (attached
hereto  as  Exhibit  A).  Seller  can  use  the  Flycast Ad Management System to
purchase  Impression on the Flycast Open Network.  Seller will be subject to the
Buyer  Terms  and  Conditions  with  respect  to  the  purchase  of Impressions.

Section  4.0.  Standard  Terms  and  Conditions

Section  4.1.  Programming
Seller  will  effect all necessary HTML changes with respect to the Ad Spaces as
described  in  Flycast  Site  Registry  so  as  to  enable  Flycast  to  deliver
Impressions  to  Buyers  in  accordance  with  this  Agreement.

Section  4.2.  Quality  Assurance
Seller  will  maintain its web site and Ad Spaces in accordance with the highest
industry  standards.  Seller  acknowledges that Flycast has no responsibility to
review  the  content  of  its  web  site(s)  or Ad Spaces.  Without limiting the
foregoing,  Seller  represents  and  warrants  that:

-     Section  4.2.1.  Content Restrictions.  Seller's web site(s) and Ad Spaces
shall  not  contain,  or contain links to, content promoting the use of alcohol,
tobacco  or  illegal  substances;  nudity,  sex,  pornography, or adult-oriented
content;  expletive  or  inappropriate  language;  content  promoting  illegal
activity,  racism,  hate,  "spam,"  mail  fraud,  pyramid schemes, or investment
opportunities  or  advice  not  permitted  under  law; content that is libelous,
defamatory,  contrary  to  public  policy,  or  otherwise unlawful, or any other
content  deemed  inappropriate  by  Flycast  in  its  sole  discretion.
-     Section  4.2.2.  Ad  Space  Location;  Limitation.  Seller agrees to place
Flycast  Ad Spaces in a conspicuous location on pages on its web site(s), either
at  the  top of the web page, or on the top one-third of an expanded view of the
page on a 640x480 monitor.  In addition, Seller agrees that it shall not display
more  than  one advertisement (whether or not provided by Flycast) on any single
page  on  which  a  Flycast  Ad  Space  appears.
-     Section  4.2.3.  Valid  Impressions.  Seller  shall not to run "robots" or
"spiders"  against its web site(s) or use any means to artificially increase the
Impressions  available  with  respect  to  any  Ad  Spaces.
-     Section  4.2.4.  Refresh  rates.  Seller  may utilize "meca refresh banner
rotations"  only  for pages that have chat, video broadcast, audio broadcast, or
active  gaming  content.  The refresh rates for these rotations must exceed five
(5)  minutes.
-     Section  4.2.5.  Cooperation.  Seller  will  cooperate with any reasonable
Flycast  efforts  or  initiatives relating to auditing sites on the Flycast Open
Network,  obtaining  enhanced demographic information about visitors to Seller's
site(s),  etc.

Seller understands and agrees that a violation of this Section 4.2 may result in
the  suspension  or  termination  of  active  advertising  campaigns  running on
Seller's  Ad  Spaces,  removal  of  Seller's  web  site(s) from the Flycast Open
Network,  or  any  other  action  deemed necessary in Flycast's sole discretion.

Section  4.3.  Proprietary  Rights
Seller  agrees  that  it  shall not have, nor will it claim, any right, title or
interest  in  any  advertising content delivered by Flycast (other than Seller's
own  advertising  content).  Seller  understands  that,  other than the licenses
granted  in the AdAgent License Agreement attached hereto, Flycast grants Seller
no  license to Flycast advertising content, the name "Flycast" or any derivative
thereof,  or any other trademarks, logos, copyrights, patents, trade secrets, or
other  intellectual property rights which are owned or controlled by Flycast and
made  available  to  Seller  in  any  manner.

Section  4.4.  Public  Relations
Flycast  retains  the  right  to  refer to Seller as a customer in its web site,
press  releases  and  marketing  collateral.

Section  4.5.  Representation  and  Warranties
Each  party  represents  and warrants to the other party that such party has the
full  corporate  right,  power and authority to enter into this Agreement and to
perform  the  acts required of it hereunder; and the execution of this Agreement
and  the  performance  by such party of its obligations and duties hereunder, do
not  and  will  not  violate  any agreement to which such party is a party or by
which it is otherwise bound; and when executed and delivered by such party, this
Agreement will constitute the legal, valid and binding obligation of such party,
enforceable  against  such  party  in  accordance  with  its  terms.  Such party
acknowledges  that  the  other  party  makes  no  representations, warranties or
agreements  (written  or oral) related to the subject matter except as expressly
provided  for  in  this  Agreement.

Section  4.6.  Limitation  of  Liability
The  parties  agree  that:  (i)  Flycast  exercises  no  control  and  has  no
responsibility  whatsoever  over  the  content  or  quality  of  any advertising
materials  or  any  AdSpaces,  (ii) use of Flycast's services is at Seller's own
risk,  and (iii) this is not a contract for the sale of goods and, therefore, is
not  subject  to  the  Uniform  commercial  Code.  EXCEPT  AS EXPRESSLY PROVIDED
HEREIN,  THE  SERVICES  ARE  PROVIDED  "AS  IS"  AND  "AS AVAILABLE" AND FLYCAST
DISCLAIMS  ALL  WARRANTIES  OF  ANY  KIND,  WHETHER  EXPRESS OR IMPLIED, FOR THE
ADVERTISING  SERVICES,  INCLUDING  BUT  NOT  LIMITED  TO THE IMPLIED WARRANTY OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE  AND IMPLIED WARRANTIES
ARRISING FROM COURSE OF DEALING OR COURSE  OF PERFORMANCE.  Flycast shall not be
liable for any advertisers whose content appear on the Flycast Open Network, nor
the  contents  of  any  advertisement, nor shall Flycast be liable for any loss,
cost,  damage,  or expense (including attorney's fees) incurred by Seller or any
advertiser  in  connection with an advertiser's or Seller's participation in the
Flycast  Open Network.  Flycast makes no guarantees with respect to the services
rendered  under  this  Agreement,  and  neither Flycast nor any of its officers,
directors,  agents,  Flycast  Open  Network  members  or sponsors shall have any
liability  as  a  result  of Flycast's performance of this Agreement, including,
without  limitation,  Internet disruption, interrupted service, errors or delays
in providing the service, levels of use or impressions, loss of data, failure to
provide  requested  subject  categories,  failure to meet Seller or advertiser's
requirements,  or  other  injury,  damage  or  disruption  to  advertiser  or
advertiser's  web  site.  Without  limiting  the  foregoing,  Flycast's  entire
liability  under,  for breach of, arising under, or related to this Agreement or
the  services  to  be provided hereunder (whether in tort, contract or any other
theory),  and  Seller's  solo remedy is for Flycast, if possible, to provide the
services agreed hereunder or refund any amounts prepaid by Seller related to the
services  giving  rise  to such liability, provided such refund shall not exceed
the  aggregate charges for services rendered for the prior six months under this
Agreement that gave rise to such liability.  In no event shall Flycast be liable
for indirect, exemplary, special, incidental or consequential damages, or costs,
including  but  not  limited  to,  any  lost profits or revenues, loss of use or
goodwill,  or any third party claims, even if such party has been advised of the
possibility  of  such  damages.

Section  4.7.  Nondisclosure  and  Proprietary  Information
Seller  shall  not  disclose any of the terms and conditions of the Agreement to
any  third  party without the express written consent of Flycast.  Neither party
shall  disclose  to  any  third  party the Confidential Information of the other
party  and shall not use any such Confidential Information for any purpose other
than  the  purpose for which it was originally disclosed to the receiving party.
"Confidential  Information  means  any  information  of a party disclosed to the
other  party,  which is identified as, or should be reasonably understood to be,
confidential  to the disclosing party, including, but not limited to the results
of  Seller's  sale  of  Impressions on the Flycast Open Network, know-how, trade
secrets, technical processes and formulas, software, customer lists, unpublished
financial  information,  business  plans,  projections,  and  marketing  data.
"Confidential  Information"  shall  not include information that (i) is known to
the  receiving  party at the time it receives Confidential Information; (ii) has
become  publicly known through no wrongful act of the receiving party; (iii) has
been rightfully received by the receiving party from a third party authorized to
make  such communication without restriction; (iv) has been approved for release
by  written  authorization of the disclosing party; or (v) is required by law to
be  disclosed.

Section  4.8.  Indemnification
Seller,  at  its  own  expense, shall indemnify, defend and hold Flycast and its
officers, directors, employees, agents, distributors and licensees harmless from
and  against any judgment, losses, deficiencies, damages, liabilities, costs and
expenses  (including  reasonable  attorney's  fees  and  expenses)  incurred  in
connection  with  or  arising  from  any  claim,  suit,  action  or  proceeding
(collectively,  a  "Claim")  to  the extend the basis of such Claim relates to a
breach  by  Seller under this Agreement or in connection with claims arising out
of  publication  of  any  content  or  information published by Seller hereunder
(including,  without  limitation,  any  claim  of  trademark  or  copyright
infringement,  libel, defamation or breach of confidentiality) or any product or
service  related  to  such content or information or any breach of a third party
contract.

Section  4.9.  Miscellaneous

a.     Independent  Contractors.  The  parties to this Agreement are independent
contractors.  Neither  party is an agent or partner of the other party.  Neither
party  shall  have any right, power or authority to enter into any agreement for
or  on behalf of, or incur any obligation or liability of, or to otherwise bind,
the other party.  This Agreement shall not be interpreted or construed to create
an  association,  agency, joint venture or partnership between the parties or to
impose  any  liability  attributable  to  such a relationship upon either party.

b.     Entire  Agreement.  This  Agreement  and  the  AdAgent  License Agreement
attached hereto as Exhibit A sets forth the entire Agreement between the parties
and  supersedes  prior  proposals,  agreements,  and representations between the
parties, whether written or oral, regarding the subject matter contained herein.
This  Agreement  may  be  changed  only  my  mutual  agreement of the parties in
writing.  This  Agreement may be changed only by mutual agreement of the parties
in  writing.  This Agreement may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute together but one
and  the  same  document.

c.     Assignment.  Seller  may  not  assign  or  otherwise  transfer,  whether
voluntarily  or  by  operator  of  law,  any  rights  or  obligations under this
Agreement  without  the  prior  written  consent  of  Flycast.

d.     Governing  Law/Notice.  This Agreement shall be construed and interpreted
according  to the laws of the State of California without reference to conflicts
of  law provisions.  The parties hereby consent to the exclusive jurisdiction of
the courts of San Francisco County, California.  All written notices between the
parties  shall  be  deemed  to  have been given if personally delivered, sent by
courier or certified, registered or express mail, transmitted by electronic mail
via  the  Internet  (with  copy  sent by registered or certified airmail) to the
address set forth above (or as otherwise directed in writing).  Unless otherwise
provided herein, all notices shall be deemed to have been duly given on: (a) the
date  of  receipt  (or  if  delivery  is  refused,  the date of such refusal) if
delivered  personally,  by  electronic mail or by courier; or (b) three (3) days
after  the  date  of  posting  if  transmitted  by  mail.

e.     Waiver/Severability.  The  waiver  by  either  party of a breach or right
under  this  Agreement  will  not constitute a waiver or any other or subsequent
breach  or  right.  If  any provision of the Agreement is found to be invalid or
unenforceable  by  a  court  of  competent jurisdiction, such provision shall be
covered  from  the  remainder of this Agreement, which will remain in full force
and  effect.

f.     Force  Majeure.  Flycast  shall not be in default or otherwise liable for
any delay in or failure of its performance under this Agreement where such delay
or  failure  of its performance under this Agreement arises by reason of any Act
of  God,  or any government or any governmental body, acts of war, the elements,
strikes  or  labor  disputes,  or  other  cause  beyond  the control of Flycast.



Flycast Communications Corporation
__________________________________



By:_______________________________

Title:____________________________
Flycast Communications Corporation


Seller

__________________________________


By:_______________________________

Title:____________________________

(Company  Name):__________________


Exhibit  A

AdAgent  License  Agreement

ONCE  YOU  DOWNLOAD  FLYCASTS  SOFTWARE,  YOU AND THE COMPANY OR ENTITY THAT YOU
REPRESENT  ("YOU")  WILL  BE  BOUND  BY  THE  FOLLOWING  LICENSE  AGREEMENT
("AGREEMENT").

1.     GRANT.  Subject  to  the  terms of this Agreement, Flycast Communications
Corporation  ("Flycast")  hereby grants You a limited, personal nontransferable,
nonsublicensable, royalty-free, nonexclusive license to use the AdAgent software
product  that  You  are  about  to  download in object code form, along with the
documentation  that  accompanies  it  ("Software") for managing, displaying, and
placing  advertising  on  the  world wide Web.  The Software consists of various
components,  which are identified by appropriate filenames in the download.  You
may  copy,  distribute, install, and use AdAgent for internal use only.  You may
only  install  and  use  one  copy  of  the  AdAgent and other components of the
Software.  You  may  also  copy the Software for archival purposes, provided any
copy  must  contain  all  of  the  original  Software's  proprietary  notices.

2.     RESTRICTIONS.  You  may  not, directly or indirectly:  modify, translate,
reverse,  engineer, decompile, disassemble (except to the extend applicable laws
specifically  prohibit  such  restriction), create derivative works based on, or
otherwise  attempt to discover the source code or underlying ideas or algorithms
of  the  Software;  or  copy  and  distribute (except for the purposes set forth
above)  rent,  lease,  or  otherwise  transfer  rights  to the Software; use the
Software  for  timesharing  or  service  bureau  purposes,  or  for  performing
comparisons  or  other  "benchmarking" activities, either alone or in connection
with  any  other  software  (and  you  will  not  publish  the  results  of such
activities);  or  remove  any proprietary notices or labels on the Software.  As
between  the  parties, title, ownership rights, and intellectual property rights
in  and  to  the  Software,  and any copies or portions thereof, shall remain in
Flycast  and  its  suppliers  or  licensors.  The  Software  is protected by the
copyright  laws  of  the  United  States  and  international copyright treaties.

3.     SUPPORT  AND  UPGRADES.  This  Agreement  does  not  obligate  Flycast to
provide  any support or upgrades, patches, enhancements, and fixes (collectively
"Upgrades")  for the Software.  Notwithstanding the foregoing, any Upgrades that
You  may  receive  become  part  of the Software and the terms of this Agreement
apply  to  them.

4.     CONTENT.  Title,  ownership  rights,  and intellectual property rights in
and  to  any  advertisements,  information,  text, pictures, images, characters,
sounds,  personalities,  code  (source  and  object),  data, and other materials
("Content")  provided  by  third  parties,  or  accessed  through, managed with,
processed  with,  or  otherwise  used  in  connection  with  the Software is the
property of the applicable owner and may be protected by applicable copyright or
other  law.  This  agreement  give  You no rights, title, or interest to Content
(including  without  limitation  Content  that  You  post  or  create  suing the
Software).  Flycast  exercises  no  screening,  editorial, or other control over
Content,  and  Content  may  include  material that could be deemed distasteful,
misleading, inaccurate, offensive, pornographic or otherwise objectionable.  You
hereby  agree  to  indemnify and hold harmless Flycast from any and all damages,
liability,  costs,  and expenses (including attorney's fees) arising from claims
related to your use of the Content, including, without limitation, infringement,
misappropriation,  privacy,  security,  right  of  publicity, false advertising,
fraud,  consumer  protection,  and claims that Content is obscene, pornographic,
indecent,  or  otherwise  objectionable.

5.     WARRANTY  AND DISCLOSURE.  FLYCAST PROVIDES THE SOFTWARE AND ANY SERVICES
THAT  YOU  RECEIVE  "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND FLYCAST HEREBY
DISCLAIMS  ALL  EXPRESS  OR  IMPLIED  WARRANTIES,  INCLUDING  WITHOUT LIMITATION
WARRANTIES  OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE,
ACCURACY,  RELIABILITY,  AND  NON-INFRINGEMENT.  THIS  DISCLAIMER  OF  WARRANTY
CONSTITUTES  AN  ESSENTIAL  PART  OF  THIS  AGREEMENT.

6.     LIMITATION  OF  LIABILITY.  You  assume the entire risk as to the quality
and  performance  of the Software.  Flycast assumes no liability for the cost of
any  service  or  repair  if the Software is defective.  Further, You assume the
responsibility  of,  and  any  costs  or  liability  associated  with,  making a
connection  (by  any means) to the Internet, or other online service, or network
and  You  understand that some features of the Software will not operate without
such  a  connection.  UNDER  NO  CIRCUMSTANCES  AND UNDER NO LEGAL THEORY, TORT,
CONTRACT,  STRICT  LIABILITY,  OR  OTHERWISE,  SHALL  FLYCAST  OR ITS LICENSORS,
SUPPLIERS  OR  RESELLERS  BE  LIABLE  TO YOU OR ANY OTHER PERSON FOR ANY DIRECT,
INDIRECT,  SPECIAL,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  CHARACTER
INCLUDING  WITHOUT  LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK
STOPPAGE,  ACCURACY  OF  RESULTS,  COMPUTER  FAILURE  OR  MALFUNCTION,  DAMAGES
RESULTING  FROM  DISABLING  OF  THE  SOFTWARE,  OR  ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES.  IN NO EVENT WILL FLYCAST BE LIABLE FOR ANY DAMAGES IN EXCESS
OF  THE LICENSE FEES PAID IN CONNECTION WITH THE SOFTWARE, EVEN IF FLYCAST SHALL
HAVE  BEEN  INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
OTHER  PARTY.

7.     TERMINATION.  This  Agreement  will  become  effective upon the effective
date  of the web Advertising Services Agreement between You and Flycast and will
last  until terminated under this Section.  You may terminate this Agreement and
the  license  granted herein at any time by destroying or removing from all hard
drives, networks, and other storage media all copies of the Software, and paying
all  amounts  due  to  Flycast  under  the  web  Advertising Services Agreement.
Flycast  may terminate this Agreement and the license granted herein immediately
if  You  breach  any  provision  of  this  Agreement.   This  Agreement  will
automatically terminate, without notice from Flycast upon the termination of the
web Advertising Services Agreement between You and Flycast.  Upon termination of
the Agreement You agree to destroy or removed from such storage media all copies
of  the  Software, Sections 2 and 4 through 11 shall survive termination of this
Agreement.

8.     EXPORT  CONTROLS.  You shall comply with all export laws and restrictions
and  regulations  of the Department of Commerce, the United States Department of
Treasure  Office  of  Foreign Assets Control ("OFAC"), or other United States or
foreign  agency  or  authority,  and agree not to export, or allow the export or
re-export  of  the  Software  in  violation  of  any  such restrictions, laws or
regulations  (including, without limitation, export or re-export to destinations
prohibited  either  in  Country  Groups Q, S, W, Y or Z country specified in the
then  current  Supplement No. 1 to Section 770 of the U.S. Export Administration
Regulations  (or  any  successor  supplement  or  regulations),  or  the  OFAC
regulations  found  at  31  C.F.R.  500  et  seq.)  By  downloading or using the
Software,  You  are  agreeing  to  the  foregoing  and  You are representing and
warranting  that  You are not located in, under the control of, or a national or
resident  of  any  restricted  country  or  on  any  such  list.

9.     U.S. GOVERNMENT RESTRICTED RIGHTS.  Use, duplication or disclosure of the
Software  by the Government is subject to restrictions set forth in subparagraph
(c)(1)(ii)  of The Rights in Technical Data and Computer Software clause at DFAR
252.227-7013  or  subparagraphs  (c)(1)  and  (2)  of  the  Commercial  Computer
Software--Restricted  Rights  at  FAR  52.227-19,  as  applicable, and all other
Federal  laws  and  regulations  that  protect  Flycast's  rights  in  privately
developed  computer  software.

10.     MISCELLANEOUS.  This  Agreement  represents  the  complete  agreement
concerning  this license between the parties and supersedes all prior agreements
and  representations between them.  It may be amended only by a writing executed
by both parties.  If any provision of this Agreement is held to be unenforceable
for any reason, such provision shall be reformed only to the extent necessary to
make  it  enforceable.  This  Agreement shall be governed by and construed under
California  law,  without  reference  to  conflict  of  law  provisions.

11.     CONFIDENTIALITY.  The  Software  and  other  technical,  business,  and
financial  information,  including, without limitation, all pricing information,
that  You  receive  from  Flycast  is  the  confidential  information of Flycast
("Confidential  Information").  You  agree  not  to disclose or use Confidential
Information  for  any  purpose  except the purposes permitted in this Agreement.
Confidential  Information  shall remain confidential until you can document that
such  Confidential  Information  is  generally  available  to  the  public.  You
acknowledge  that  a  breach  of  the  obligations  of  this  Section will cause
irreparable harm to Flycast, and you hereby consent to Flycast being entitles to
equitable  relief  (in  addition  to any other remedies) to enforce the terms of
this  section.



                                     BUYERS  SELLERS  MEMBERS  FLYCAST  CONTRACT