This MediaBuyNet.com Affiliate Agreement (the "Agreement") contains the complete terms and conditions that apply to your participation as an affiliate (an "Affiliate") in MediaBuyNet.com 's Affiliate Program (the "Affiliate Program") and the establishment of Links from your affiliate Web Site to MediaBuyNet.com 's Web Site, currently found at URL http://www.mediabuynet.com. As used in this Agreement, "we," "us," "our," or "MediaBuyNet.com " means Fall Creek Technologies, Inc., and Indiana Corporation DBA MediaBuyNet.com , Inc.. "You" or "your" means the applicant, as identified in your application to MediaBuyNet.com . "Product" means any item or service offered for sale by us on the MediaBuyNet.com Web Site. "Site or "Website" means either our Web Site or yours depending on the context in which it is used. You may apply for multiple Sites; the terms and conditions herein shall apply to each of your Sites.

THIS IS A LEGAL, BINDING AGREEMENT BETWEEN YOU AND MediaBuyNet.com . YOU AGREE TO BE BOUND BY THIS AGREEMENT BY COMPLETING THE ONLINE APPLICATION.

1. Enrollment in the Affiliate Program. To apply for enrollment in the Affiliate Program, you must complete an Affiliate Program Application via our Web Site, and you must have an active Website. We will evaluate your application and notify you of our acceptance or rejection of your application. WE MAY REJECT YOUR APPLICATION OR TERMINATE THIS AGREEMENT FOR ANY REASON WHATSOEVER, IN OUR SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO A DETERMINATION THAT YOUR SITE IS UNSUITABLE FOR OR INCOMPATIBLE WITH THE AFFILIATE PROGRAM.

2. Utilizing MediaBuyNet.com 's Links on Your Site. If you are approved as an Affiliate, you will be provided with access to MediaBuyNet.com's Affiliate Reporting System. You are responsible for going to this site and establishing your own Links (defined below). The Links at this site may include any number of graphical and textual links, banner advertisements and button links, incorporating MediaBuyNet.com 's logo and words identifying MediaBuyNet.com (each of these items sometimes being referred to herein as the "Links", or individually as a "Link") which, subject to the terms and conditions hereof, you may display on your Site. You agree that you will cooperate fully with us to establish and maintain such Links. You may place and use any Link in as many areas on your Site as you wish, subject only to the limitations set forth in this Agreement. You shall display the Links prominently throughout your Site. You shall use the Links only in order to link to our Site and to promote your ability to do so pursuant to this Agreement including, without limitation, Paragraph 8 below. You shall not present the Links or any images comprising the Links in combination with any other name or mark, in connection with your own goods or services, or in any manner that may suggest or imply that you or your goods or services or any other goods and services are supplied by, sponsored by, endorsed by or affiliated with MediaBuyNet.com . You may not alter or change the look, feel or functionality of the Links without our express prior written consent. You may not use links to our Site other than the Links provided by or approved by us, and you may not use the Links in any way that may alter the look, feel or functionality of our Site. We have the right to monitor your Site from time to time to determine if you are in compliance with this Agreement.

3. Competitive Services. If you are approved as an Affiliate, MediaBuyNet.com would prefer that you not be an affiliate or otherwise promote, market or sell any Products that are competitive with MediaBuyNet.com 's. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying MediaBuyNet.com and/or describing our products and services (the "Content") in a location and in a manner or your Site that is equal to or better than the location and manner in which you place a competitor's Content.

4. Order Processing. We will process orders placed by customers who follow the Links from your Site to MediaBuyNet.com 's Web Site. We reserve the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). We will be responsible for all aspects of order processing and fulfillment. The volume and amount of sales generated using the Links from your Site to ours will be tracked by our proprietary system (the "Tracking Data"). You will have access to our affiliate reporting center at http://www.MediaBuyNet.com, where you can check your Site's sales activity on a daily basis. To permit accurate tracking and reporting, you must ensure that the Links between your Site and our Site are properly formatted and are maintained.

5. Commissions. Only Products that are purchased by a user linking to our Site from your Site pursuant to a Link ("Linked User"), for which purchase we have received full payment (collectively a "Qualifying Purchase"), will qualify for a commission ("Commission"). No Commission will be paid if the visitor to our Site cannot be tracked by our system or if the visitor to our Site accesses our Site by a means other than the use of the Link. Commission rates ("Commission Rates") will be based on the amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). The current Commission Rate is three percent (3%) of the Net Sales received by MediaBuyNet.com , payable in U.S. dollars. Although it assumes no obligation to do so, MediaBuyNet.com may, from time to time, offer additional incentives to its Affiliates.

6. Commission Payment. Subject to Section 5 above, we will pay you Commissions on a quarterly basis. Within approximately 45 days following the end of each calendar quarter during which this Agreement is in effect, we will send you a payment for the Commissions you earned on Net Sales in the preceding quarter (less reductions for returns), as well as a report summarizing the sales activity on which Commissions are payable. If Commissions payable to you for any period are less that $100.00, we may hold those Commissions until the total amount due is at least equal to $100.00. If returns, refunds or other events require recalculation of Net Sales for a period in which Commissions have already been paid, we will offset Commissions payable in succeeding quarters by the amount which Commissions are reduced by such recalculation. If there are no subsequent Commissions payable, we will send you an invoice for reimbursement of the overpaid Commissions, and you agree to pay any such invoice within 30 days of receipt of such invoice. As an independent contractor, you are solely and entirely responsible for any and all taxes and/or other fees or obligations associated with your receipt of payments under this Agreement.

7. Policies and Pricing. Customers who buy Product(s) through the Affiliate Program are customers of MediaBuyNet.com , and all purchases and related transactions are subject to MediaBuyNet.com 's Terms and Conditions, Privacy Policy and other rules and operating procedures, all of which MediaBuyNet.com may periodically modify, in its sole discretion. You do not have any authority to make any sale or representation on behalf of MediaBuyNet.com or to bind MediaBuyNet.com in any way, and you agree that you shall not attempt to do so or to hold yourself out as having authority to do so. Accordingly, you may not post MediaBuyNet.com 's prices for its Products, its policies or terms, its availability information, or similar information on your Site or otherwise publish the same at any time or in any other manner.

8. Use of Logos and Trademarks.

A. If you are accepted as an Affiliate, we grant you a limited, non-exclusive, non-transferable, revocable license to (i) access our site through the Links solely in accordance with the terms of this Agreement and (ii) to use the Links, including MediaBuyNet.com 's trademarks and logos and similar identifying material incorporated therein, but only in the form(s) they are provided to you by MediaBuyNet.com (collectively the "Licensed Materials"). MediaBuyNet.com grants you this license for the sole purpose of linking your site to our site. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license at any time, in our sole discretion, by giving you written notice (electronic communications, including electronic mail, shall constitute written notice for purposes of this section).

B. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays MediaBuyNet.com in a negative light. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights, and we do not convey to you any rights in MediaBuyNet.com 's proprietary business model or its Products

C. If you are accepted as an Affiliate, you grant us a non-exclusive, royalty-free, worldwide license to use your names, titles, logos, trademarks, trade names and service marks (collectively the "Affiliate Trademarks") to advertise, market, promote and publicize the Affiliate Program, your participation in the Affiliate Program in any manner it desires but not in any manner that would cause derogation of your rights in the Affiliate Trademarks. MediaBuyNet.com shall not be required to use the Affiliate Trademarks or to advertise, market, promote or publicize you or your Site. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and that you have the right and power to grant to us the license to use the Affiliate Trademarks in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

D. From time to time MediaBuyNet.com may provide you with Links containing names, logos, trademarks, trade names, service marks, or other materials owned by third parties (the "Third Party Materials"). The Third Party Materials shall remain the property of their respective owners, and MediaBuyNet.com does not confer any rights upon you by providing you with Links containing those materials. You may not alter or modify any Third Party Materials or use the materials in any way that has not been specifically approved in writing by MediaBuyNet.com .

9. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site, for all materials that appear on your Site, and for all business you conduct on your Site. You understand and agree that nothing in this Agreement or contained in the MediaBuyNet.com Website in any way guarantees sales results or commission revenue.

10. Confidentiality. We may disclose to you certain information as a result of your participation in the Affiliate Program, which information we consider to be confidential and over which we will retain ownership (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, (i) any modifications to the terms and provisions of this Agreement made specifically for you and your Site and not generally available to other members of the Affiliate Program, (ii) Website, business and financial information relating to MediaBuyNet.com , (iii) customer and partner lists relating to MediaBuyNet.com , and (iv) pricing and sales information for MediaBuyNet.com and any members of the Affiliate Program other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose, except and solely to the extent that use of the Confidential Information is required by law or legal process.

11.Term and Termination. The term of this Agreement begins upon our acceptance of your Affiliate Program Application and ends when terminated by either party in accordance with this Agreement. Either party may terminate this Agreement at any time, with or without cause, by giving the other written notice of termination (electronic communications, including e-mail, shall qualify as written notice for purposes of this section). If we terminate this Agreement because you are in breach of a material term hereof, we may withhold Commissions payable to you in an amount equal to the amount by which we believe in good faith that we have been damaged by your breach, including prospective damages and damages resulting from claims by third-parties caused by such breach. If this Agreement is terminated on any other basis, you are entitled to Commissions earned on Net Sales for which payment has been received by us on or before the effective date of termination. All licenses granted herein terminate immediately and automatically upon termination of this Agreement, and you shall immediately remove all Links from your Site to ours and cease use of and return any Licensed Materials and Third Party Materials.

12. Representations and Warranties. You hereby represent and warrant to us as follows:

A. This Agreement has been duly and validly executed and delivered by you and is enforceable against you.

B. You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other entity.

13. Disclaimers. MediaBuyNet.com makes no representations or warranties of any kind, express or implied, with respect to the Affiliate Program or any Product(s) or other items sold through the Affiliate Program or otherwise on our Website. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, MediaBuyNet.com EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. MediaBuyNet.com SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF MediaBuyNet.com 'S PRODUCTS. In addition, we make no representation or warranty that the Links, the Tracking Data, the operation of our Website, or our procedures and systems for tracking and reporting sales generated by your Site will be uninterrupted or error-free, and we shall not be liable for the consequences of any interruptions or errors, including, without limitation, loss of data.

14. LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL MediaBuyNet.com OR ITS SUPPLIERS, LICENSORS, PARENT, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE AFFILIATES PROGRAM, THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.LIMITATION OF REMEDY. MediaBuyNet.com 'S TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM IS LIMITED TO THE COMMISSIONS PAYABLE TO YOU HEREUNDER OR $500.00, WHICHEVER IS LESS.

16. Indemnification. You hereby agree to indemnify, defend and hold harmless MediaBuyNet.com , its parent company and its shareholders, officers, directors, employees, agents, affiliates, successors and assigns from and against any and all actual or threatened claims, losses, liabilities, damages, suits, actions or expenses (including attorneys' fees and costs), of any nature whatsoever, arising out of, related to, or based in any way on your Website, the conduct of your business or your goods or services.

17. General Provisions.

A. Entire Agreement. This Agreement is the entire Agreement between the parties with respect to its subject matter, and it supersedes all prior agreements, representations and understandings, whether express or implied and whether oral or written.

B. Modification. At any time and in our sole discretion, we may modify any of the terms and conditions contained in this Agreement. Notice of any material modification shall be by e-mail, to your address on our records, or the posting on our Website of a change notice or a new affiliate agreement, is agreed to constitute sufficient notice of a binding modification of this Agreement. If any modification is unacceptable to you, your only recourse is to terminate this Agreement pursuant to Section 11. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our Web Site will constitute binding acceptance of the modified terms.

C. Governing Law. This Agreement will be governed by the laws of the State of Indiana, without reference to the rules of any jurisdiction governing choice of laws. Any action relating to this Agreement must be brought in an appropriate federal or state court located in Hamilton County, Indiana, and you irrevocably consent to the personal jurisdiction and venue of such courts. You also agree that you will be liable for all attorney's fees and court costs incurred by MediaBuyNet.com in any dispute arising hereunder.

D. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns.

E. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

F. Relationship of Parties. You and MediaBuyNet.com are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and MediaBuyNet.com . You will have no authority to make or accept any offers, enter into any contracts, or make any representations on our behalf, or to act as a distributor, seller, or reseller of any Product. You shall not make any statement, whether on your Affiliate Web Site or otherwise, that contradicts anything in this Section. In the event that any other provision of this Agreement conflicts with this Section 17F, this Section 17F shall control.

G. Notices. Except as otherwise stated, notices under this Agreement shall be sufficient only if mailed by certified or registered mail, return receipt requested or personally delivered to the parties. Notice by mail shall be deemed received three days after deposit. Notices to MediaBuyNet.com are appropriate if sent to: VP of Legal Affairs, 7399 North Shadeland Avenu Suite 314 Indianapolis, Indiana, 46250; notices to you are appropriate if sent to the address provided on your application. Any changes to such notice address by either party shall be in writing to the other party.

18. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.