.ADVERTISING AGREEMENT

IMPORTANT - READ CAREFULLY

This agreement (“Agreement”) is a legal contract between you and your company (“ADVERTISER”) and MIVNET Corporation (“MIVNET”).

BY CLICKING THE “I AGREE TO THE TERMS” BUTTON BELOW, ADVERTISER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW.

TERMS

1. ADVERTISEMENT. 
   1. MIVNET shall provide to ADVERTISER the Advertisement on MIVNET’s website (“Site”) purchased by ADVERTISER as set forth in this Agreement. ADVERTISER shall pay a fee for this service (“Fee”) as set forth in Section FEES FOR ADVERTISEMENTS. below. 
   2. ADVERTISER shall be solely responsible for, and shall provide to MIVNET, the text, graphics, and other information that compromises the advertisement ADVERTISER desires to place on the Site (“Advertisement”) in an electronic format. ADVERTISER shall be solely responsible for providing an Advertisement that complies with MIVNET’s advertising guidelines, and the Site’s Terms of Use and Privacy Policy. ADVERTISER may change the Advertisement during the term of this Agreement pursuant to MIVNET’s advertising guidelines.
   3. ADVERTISER is solely responsible for any liability arising out of or relating to the Advertisement, and/or any material to which Site users can link to through the Advertisement. ADVERTISER represents and warrants that any information found on URLs hyperlinked from the Advertisement shall not violate any criminal laws or any rights of any third parties, including, but not limited to, violations such as infringement or misappropriation of any copyright, patent, trademark, trade secret, image, or other proprietary or confidential information or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity.
   4. Notwithstanding anything to the contrary set forth in this Agreement, MIVNET retains the right, in MIVNET’s sole and absolute discretion, to reject any Advertisement supplied by ADVERTISER and any URL link embodied within any Advertisement. Such rejection shall not terminate this Agreement and ADVERTISER may resubmit a different Advertisement for MIVNET’s approval.
   5. MIVNET shall remain solely responsible for the operation of the Site. ADVERTISER acknowledges that the Site may be subject to temporary shutdowns due to causes beyond MIVNET's reasonable control. MIVNET shall retain sole right and control over the programming, content, and conduct of transactions on the Site. MIVNET may change the location or placement of an Advertisement at MIVNET’s sole discretion without notice to Advertiser.
   6. MIVNET shall use reasonable efforts to implement the Advertisements provided in this Agreement in a manner that maximizes exposure of the Advertisement to the Site’s users. 
   7. ADVERTISER hereby grants MIVNET an unlimited, irrevocable, perpetual, transferable, worldwide, paid-up, royalty-free, and nonexclusive right and license to use, publish, reproduce, display, perform, adapt, transmit, market, produce derivative works in any medium, and otherwise distribute copies of the Advertisement. The foregoing includes all rights necessary for MIVNET to fulfill all of MIVNET’s obligations pursuant to this Agreement.
   8. This Agreement is non-exclusive, meaning MIVNET may have advertisements from several parties appearing on the Site at the same time. ADVERTISER hereby acknowledges and agrees that MIVNET may render similar services for other clients. Nothing in this Agreement shall be construed to prevent MIVNET from directly selling other products or services, including products related to the Advertisement. When more than one advertisement is under contract, such advertisements shall be evenly and fairly rotated as determined by MIVNET in MIVNET’s sole and absolute discretion. MIVNET makes no guaranty to the frequency or number of times an Advertisement shall be displayed.
2. BANNER ADVERTISEMENTS.
   1. If ADVERTISER has purchased banner advertising services, then MIVNET shall place ADVERTISER’s banner Advertisement on the Site during the term of this Agreement.
   2. For the purpose of this Agreement, a “banner Advertisement” is an electronic Advertisement that complies with MIVNET’s advertising guidelines, displayed on the Site, and hyperlinked to a URL stipulated by ADVERTISER.
   3. Each banner Advertisement shall be displayed on a webpage or webpages throughout the Site as determined solely by MIVNET. 
   4. MIVNET shall provide ADVERTISER with online reporting of a banner Advertisement’s displays and click-throughs through a URL placed on the Site. MIVNET does not make any representation or warranty as to the number, frequency, or duration of any click-throughs.
3. VENDOR DIRECTORY ADVERTISEMENTS.
   1. If ADVERTISER has purchased Vendor Directory advertising services, then MIVNET shall place ADVERTISER’s Vendor Directory Advertisement on the Site during the term of this Agreement.
   2. For the purpose of this Agreement, a “Vendor Directory Advertisement” is an electronic web-based business pages type listing advertisement that complies with MIVNET’s advertising guidelines, displayed on the Site in the Vendor Directory advertising section and viewable by Site users.
   3. The Vendor Directory Advertisement shall appear in a manner similar to other advertisers in the Vendor Directory advertising section of the Site.
   4. A Vendor Directory Advertisement shall include information solely provided by ADVERTISER including, but not be limited to, the Advertiser’s: complete company name; telephone number; contact name; fax number; email address; company log; published rates; hours of operation; and featured text created by ADVERTISER. 
4. FEES FOR ADVERTISEMENTS. 
   1. The current monthly Fee for a banner Advertisement is set forth on the following webpage: http://www.mivnet.com/mivnet_program_overview.html ADVERTISER hereby acknowledges and agrees that banner Advertisement Fees depend on the size and placement of the banner Advertisement, and the duration of the Advertisement.
   2. The current monthly Fee for a Vendor Directory Advertisement is set forth on the following webpage: http://www.mivnet.com/banner_advertising.html 
   3. ADVERTISER hereby acknowledges and agrees that Fees depend on the enhancement options selected by ADVERTISER. 
   4. ADVERTISER shall pay the first monthly, quarterly or annual Fee (as applicable) in advance immediately upon accepting this Agreement.
   5. Fees for each succeeding renewal month, quarter or year (as applicable) after the initial month, quarter or year (as applicable) shall be due in advance on the same day of the month, quarter or year (as applicable) as the date such Advertisement became effective. Notwithstanding the foregoing, in the event that ADVERTISER’s Advertisement becomes effective on the 29th, 30th, or 31st of a month, then the Fee for each successive renewal period shall be due and payable on the first day of the immediately succeeding month. 
   6. ADVERTISER shall pay all Fees by credit card, debit card, PayPal, electronic check, certified check, or money order. All Fees are payable in advance. 
   7. If paying by credit card, PayPal, or electronic check, then ADVERTISER shall be billed recurrently against ADVERTISER’s preferred method of payment. If paying by credit card, then ADVERTISER shall ensure that ADVERTISER’s credit card is valid for a minimum of three months after the effective date of this Agreement. If paying by PayPal, then ADVERTISER shall ensure that MIVNET can bill PayPal directly for Fees. If paying the by electronic check, then ADVERTISER shall also immediately provide an automatic payment authorization to MIVNET so MIVNET may automatically withdraw all succeeding payments from ADVERTISER’s checking account. If paying by certified check or money order, then ADVERTISER shall be billed for and pay Fees three months in advance.
   8. ADVERTISER understands that once this Agreement is executed there shall be no refunds, proration of rates, or installment payments of any kind or nature in the event ADVERTISER elects to discontinue ADVERTISER’s Advertisement prior to the expiration of the Advertisement. 
   9. In the event the ADVERTISER does not wish to continue ADVERTISER’s Advertisement, ADVERTISER shall notify MIVNET 15 days prior to the expiration of the then current term, otherwise MIVNET shall automatically bill ADVERTISER’s preferred method of payment on file for the renewal term at MIVNET’s standard rate. 
   10. MIVNET reserves the right, in MIVNET’s sole and absolute discretion, to change MIVNET’s Fee structure at any time by providing notice to ADVERTISER at least: (i) one full billing cycle in advance if ADVERTISER is on a monthly or quarterly billing cycle, or (ii) 60 days if ADVERTISER is on an annual billing cycle. 
   11. In the event MIVNET raises the Fee, ADVERTISER shall have the option to terminate this Agreement within 30 days of ADVERTISER(S) receipt of the notice of the Fee increase.
   12. All Fees and payments are in U.S. Dollars. 
   13. Notwithstanding anything to the contrary set forth in this Agreement, ADVERTISER acknowledges and agrees that ADVERTISER’s Advertisement shall be automatically suspended if a payment pursuant to this Agreement is more than five days late. Should the ADVERTISER’s Advertisement become suspended, ADVERTISER acknowledges and agrees that all services associated with this Agreement shall automatically cease. Upon MIVNET’s receipt of payment of the past due amount, MIVNET shall reactivate all services suspended pursuant to this Section.
5. TERMINATION. 
   1. The term of this Agreement is either: (i) month-to-month if ADVERTISER has chosen the monthly billing option; or (ii) quarterly if ADVERTISER has chosen the quarterly billing option; or (iii) one year if ADVERTISER has chosen the annual billing option.  
   2. This Agreement is effective upon ADVERTISER’s acceptance of this Agreement and payment of the applicable Fee. If this Agreement is effective on a day other than the first day of a calendar month or year (as applicable), then the initial term shall end on the last day of the first full calendar month or year (as applicable) following the effective date.  
   3. This Agreement shall automatically renew at the end of each term for: (i) one month if ADVERTISER has chosen the monthly billing option; (ii) one quarter if ADVERTISER has chosen the quarterly billing option; and/or (ii) one year if ADVERTISER has chosen the annual billing option; provided, however, that a party not intending to renew this Agreement may terminate this Agreement by providing advance written notice of at least 15 days to the other party prior to the end of the then applicable term. 
   4. Notwithstanding anything to the contrary set forth in this Agreement, MIVNET may terminate this Agreement at any time, in MIVNET’s sole and absolute discretion, without notice and shall then refund a prorated portion of any prepaid Fees to ADVERTISER. 
6. CONFIDENTIALITY.
   1. From time to time during the term of this Agreement the parties may provide each other with Confidential Information. “Confidential Information” shall mean any confidential technical data, trade secret, know-how, or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party.
   2. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, pursuant to requirement of a governmental agency, or by operation of law.
   3. The receiving party agrees that it shall not disclose any Confidential Information to any third party and shall not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of three years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.
   4. Upon the request of the disclosing party, the receiving party shall promptly return all Confidential information furnished hereunder and all copies thereof.
   5. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas, or directives of a court, government, or governmental agency, after giving prior notice to the other party.
   6. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.
7. NO WARRANTIES. 
   1. THE MIVENT NETWORK, WEBSITE, AND SERVICES ARE PROVIDED “AS IS.” MIVNET DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MIVNET DOES NOT WARRANT THAT: (i) THE FUNCTIONS CONTAINED ON MIVNET’S NETWORK, WEBSITE, AND/OR SERVICES, OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; (ii) THAT DEFECTS SHALL BE CORRECTED; OR (iii) THAT THE MIVENT NETWORK, WEBSITE, SERVICES, AND/OR THE SERVERS THAT MAKES THE MIVNET NETWORK, WEBSITE, AND/OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MIVNET SHALL NOT BE LIABLE FOR THE USE OF THE MIVNET NETWORK, WEBSITE, AND/OR SERVICES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. 
   2. ADVERTISER HEREBY INDEMNIFIES, DEFENDS AND HOLDS HARMLESS MIVNET, AND ALL OF MIVNET’S OFFICERS, DIRECTORS, OWNERS, AGENTS, AFFILIATES, AND ATTORNEYS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY AND ALL CLAIMS ARISING OUT OF A THIRD PARTY INFRINGEMENT CLAIM RELATING TO ADVERTISMENT, DATA, AND INFORMATION SUPPLIED BY ADVERTISER TO MIVNET, ANY BREACH BY THE ADVERTISER OF THIS AGREEMENT OR ANY OF ADVERTISER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS THROUGH AND INCLUDING ANY APPELLATE PROCESS. ADVERTISER ACKNOWLEDGES AND AGREES TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM. ADVERTISER HEREBY ACKNOWLEDGES AND AGREES THAT MIVNET RESERVES THE RIGHT, AT MIVNET’S OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY ADVERTISER. 
8. LIMITATION OF LIABILITY. 
   1. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL MIVNET  BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE MIVNET NETWORK, SITE, AND SERVICES, EVEN IF MIVNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY EVENT, MIVNETS ENTIRE LIABILITY FOR ANY DAMAGES TO ADVERTISER OR ANY OTHER ENTITY SHALL NOT EXCEED $100.00. 
   2. The MIVNET network, website, and/or services may at times contain some content that is supplied by third parties including, but not limited to, other MIVNET customers and advertisers. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by such third are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of MIVNET and ADVERTISER hereby acknowledges and agrees that MIVNET shall not be liable to ADVERTISER for such opinions, advice, statements, services, offers, or other information or content in any way whatsoever.
9. MISCELLANEOUS. 
   1. The relationship between ADVERTISER and MIVNET under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any matter or thing whatsoever.
   2. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect to the subject matter contained in this Agreement.
   3. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement.
   4. The parties shall take all such actions and execute all such documents that may be necessary or desirable to carry out the purposes of this Agreement whether or not specifically provided for in this Agreement.
   5. This Agreement and the interpretation of this Agreement’s terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to Florida’s conflicts of laws rules.
   6. The parties irrevocably submit and consent to the exclusive jurisdiction and exclusive venue of the Florida state courts in and for Miami-Dade County Florida and the Federal Courts in and for the Southern District of Florida. The parties waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement. The parties agree not to raise the defense of forum non conveniens.
   7. If the performance of any obligation by MIVNET under this Agreement is prevented, restricted or interfered with by reason of natural disaster, war, revolution, terrorism, windstorm, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act or event which is beyond the reasonable control of the party affected, then MIVNET shall be excused from such performance to the extent of such prevention, restriction, or interference, provided that MIVNET shall use reasonable commercial efforts to avoid or remove such causes of non performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. 
   8. Whenever under the provisions of this Agreement, notice is required or permitted to be given, it shall be in writing, in English, and shall be deemed effective either when delivered: (i) personally; (ii) by courier (either messenger service, FedEx, UPS or DHL; or (iii), by registered or certified mail with postage prepaid, return receipt requested. Notwithstanding anything to the contrary set forth in this Agreement, notices delivered on a Saturday, Sunday or legal holiday at the recipient’s location shall be effective on the next business day at the recipient’s location. To be effective, all notices must be addressed to the party for whom the notice is intended or to such other addresses as a party shall hereafter designate in writing to the other party.

Last Revision 06-24-2011

Last Revision 06-24-2011

If to Subscriber:

Company:
Contact:
Address:
City:
State/Province:
Country:
Telephone:
E-mail:

If to MIVNET:

MIVNET L.L.C.
ATTN: Mark Levy, Managing Director
PO Box 650098
Vero Beach, FL 32965-0098

Phone: 800-464-8638
Fax: 877-874-6870
E-mail

With a copy to:

NRAI Corporate Services
515 E. Park Avenue
Tallahassee, FL 32301

Phone: 800-388-2123
Fax: 850-224-1640
E-mail