AdOnion.com, Yesup Ecommerce Solutions Inc. Advertisers Terms and Conditions

This Agreement shall govern participation in the AdOnion.com, Yesup Ecommerce Solutions Inc. program. By participating in the Program, you will be deemed to have agreed to these Terms and Conditions. The term 'customer' shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration. The Program is offered to you by AdOnion.com, Yesup Ecommerce Solutions Inc.

Payment Policy:

All clients are required to pay one-hundred percent (100%) of the cost of the campaign before its activation. AdOnion.com, Yesup Ecommerce Solutions Inc. reserves the right to set and negotiate specific payment terms on a client-by-client basis.

Please note that if your creatives contains malware or redirection, AdOnion.com, Yesup Ecommerce Solution Inc. have the right to terminate the campaign without notice and all unused remaining funds in the campaign will not be refunded back to the advertiser.

If you use the monthly spending/budget control feature, you agree that your credit card will be charged the amount specified by you to ensure your account is not turned off when your account balance is lower than your defined monthly budget. The client acknowledges and agrees that any credit card and related billing and payment information that the client provides to AdOnion.com, Yesup Ecommerce Solutions Inc. may be shared by AdOnion.com, Yesup Ecommerce Solutions Inc. with companies who work on AdOnion.com, Yesup Ecommerce Solutions Inc.'s behalf, such as payment processors and/or credit agencies solely for the purposes of checking credit and/or effecting payment to AdOnion.com, Yesup Ecommerce Solutions Inc. and servicing the Customer's account. AdOnion.com, Yesup Ecommerce Solutions Inc. may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders or to establish or exercise its legal rights or defend against legal claims. AdOnion.com, Yesup Ecommerce Solutions Inc. shall not be liable for any use or disclosure of such information by such third parties.

Trial Offers, Coupons, Credits and Special Offers: AdOnion.com, Yesup Ecommerce Solutions Inc. reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. The promotional credit must be applied to a new AdOnion.com, Yesup Ecommerce Solutions Inc. advertisers account within 15 days of creating the account and is valid only for new AdOnion.com, Yesup Ecommerce Solutions Inc. Advertisers. Advertisers will be charged for advertising that exceeds the promotional credit. Advertisers will need to suspend their campaigns if they do not wish to receive additional charges beyond the free credit amount. The free credit is subject to ad approval, valid registration and acceptance of the AdOnion.com, Yesup Ecommerce Solutions Inc. standard agreement and terms and conditions. The promotional credit is non-transferable and may not be sold or bartered. Offers may be revoked at any time for any reason by AdOnion.com, Yesup Ecommerce Solutions Inc. One promotional credit per customer.

Campaign Insurance:

Advertisers are eligible to run campaign(s) on all publisher's website and purchase insurance for their campaign(s). Campaign Insurance is in place to guarantee the advertiser is getting what they paid for. The insurance will cost 10% of the total campaign.

In case where there are disputes in the campaign delivery the advertiser must follow the following process:

1. File Claim: all claims will need to be filed in order for the case to be open.

2. Allow up to 5 business days to investigate the claim and negotiate with the publisher.

3. If the claim is approved, you will be scheduled another date to run the campaign or you will be reimbursed for the downtime.

Please note:

• All claims need to be filed within 5 days of the completion of the campaign. All claims after 5 days will not be considered.
• All claims will be based on the average daily impressions of the publisher's website stated within the 'daily stats' website's detail information seen upon purchasing the site.
• If the campaign is scheduled to run 5 days but was down on the 3rd day and the publisher increased the average daily impressions to meet the 'down time' it is still acceptable and the claim will be invalid.

Registration:

To use the service, you must submit a complete AdOnion.com, Yesup Ecommerce Solutions Inc. registration form. As part of the registration process for the service, you agree to:

• Provide certain limited information about you as prompted to do so by the service (information is to be current, complete and accurate)
• Maintain and update this information as required to keep it current, complete and accurate. The information requested on the original signup will be referred to as 'registration data'.

If AdOnion.com, Yesup Ecommerce Solutions Inc. discovers that any of your registration data is inaccurate, incomplete or not current, AdOnion.com, Yesup Ecommerce Solutions Inc. may terminate your right to access and receive the service immediately with or without notice. AdOnion.com, Yesup Ecommerce Solutions Inc. will evaluate the registration data in good faith and will notify you in a timely manner regarding acceptance or rejection. AdOnion.com, Yesup Ecommerce Solutions Inc. may reject a registration application if it determines, in its sole discretion that the user is not an appropriate subscriber or user of the Service. Upon acceptance of this agreement and completion of the registration process you will have opened an account with AdOnion.com, Yesup Ecommerce Solutions Inc. and will become a subscriber to the AdOnion.com, Yesup Ecommerce Solutions Inc. service.

Participation:

AdOnion.com, Yesup Ecommerce Solutions Inc. shall have absolute discretion as to whether or not it accepts a particular customer or site for participation in the AdOnion.com, Yesup Ecommerce Solutions Inc. network.

1. AdOnion.com, Yesup Ecommerce Solutions Inc. will not direct visitors to sites containing content that is not appropriate for viewing by a general audience. The following are examples (including but not limited to) of the type of sites we will not direct visitors to:

• Sites with child pornography or sites that contain links to such content
• Sites containing or linking to software piracy
• Sites containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
• Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
• Sites promoting any type of illegal substance or activity sites with illegal, false or deceptive investment advice and money-making opportunities
• Sites with any type of content reasonable public consensus deem to be improper or inappropriate

2. To ensure compliance with these terms and conditions, any client that changes their content after approval for membership MUST notify AdOnion.com, Yesup Ecommerce Solutions Inc. of the changes in writing IMMEDIATELY. If your site is changed during the campaign such that it includes inappropriate content, AdOnion.com, Yesup Ecommerce Solutions Inc. may stop your campaign immediately. In this case, you will NOT be entitled to a refund.

Data Reporting (Stats): All Campaigns purchased on the AdOnion.com, Yesup Ecommerce Solutions Inc. network are served, tracked and reported by AdOnion.com, Yesup Ecommerce Solutions Inc. For Campaigns that involve third party serving/tracking, accounting may be beyond the control of AdOnion.com, Yesup Ecommerce Solutions Inc. Campaigns that use third party serving/tracking for auditing purposes may be subject to alternate or additional controls. AdOnion.com, Yesup Ecommerce Solutions Inc. is the sole owner of all website, campaign, and aggregate web user data collected by AdOnion.com, Yesup Ecommerce Solutions Inc. Customers only have access to website and web user data that is collected as part of the Customer's campaign.

Payment Liability: AdOnion.com, Yesup Ecommerce Solutions Inc. reserves the right to hold Customer and any agency, broker or other authorized representative of customers jointly and severally liable for all amounts owed to AdOnion.com, Yesup Ecommerce Solutions Inc.

GENERAL:

Representations and Warranties: Customers hereby indemnify and relinquish AdOnion.com, Yesup Ecommerce Solutions Inc. and the Publishers (including their successors, directors, officers, employees, agents, assigns) from and against all claims, loss, liability, damage and expense of any nature (including attorneys' reasonable fees) in connection with the advertisement URL and its linked websites, for any actual or alleged breach of any term of this Agreement. Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising there under or from the provision of services. Limitation of Liability: Neither AdOnion.com, Yesup Ecommerce Solutions Inc. nor the participating sites will be subject to any liability whatsoever for :

• Any failures to provide reference or access to all or any part of the advertisement URL due to systems failures or other technological failures of AdOnion.com, Yesup Ecommerce Solutions Inc. or of the Internet;
• Delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a publisher or website, difficulties with a third-party server, or electronic malfunction;
• Errors in content or omissions in any advertisement URLs provided by customer.

Modification:

The program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change.

Minimum Age Requirement:

No person under the age of 18 is allowed to participate in our program unless written permission from a parent or legal guardian, notarized, signed and dated, is faxed to 1.416.499.8009

In The Case of Dispute:

Customer agrees to settle any/all dispute(s) under this agreement via binding arbitration in Toronto, Ontario Canada.