Publisher Program Terms and Conditions
Before you can become a participant in the eClickZ.com publisher Program you must first read and unconditionally agree to all of the following terms and conditions. Please read the following carefully. This document is a legal agreement between eClickZ.com and you the publisher. The Publisher's participation in the Program is subject to all the terms conditions limitations and waivers below. The Publisher acknowledges and agrees that by participating in the Program the Publisher will be unconditionally bound by all the terms and conditions in this Agreement.

Participation In The Program
RECITALS
The parties wish to provide for a license to Partner to display eClickZ.com's Paid Listings on the Partner Network sent by eClickZ.com in response to search queries ad requests based on site pages and other ad calls or requests for listings made by Partner to eClickZ.com. NOW therefore for good and adequate consideration the receipt of which is acknowledged the parties agree as follows:
1. DEFINITIONS
1.1 A "Click" occurs when a bona fide Internet user (which excludes a robot spider software scraper or other mechanical artificial or fraudulent means or a person who is not seeking to use the Partner Network for a legitimate web search e.g. has been paid or otherwise motivated to click as determined by eClickZ.com's click filtering and tracking systems) clicks on a Listing and accesses the destination site.
1.2 "Listing" means a link to a website that includes the display URL a title text that describes the site to which the listing links or encourages the user to visit the site and may include a tracking URL.
1.3 "Partner Network" means web sites which are owned or operated by Partner or are contractually part of Partner's syndication network
1.4 "Paid Listings" means an eClickZ.com product that returns results containing paid Listings. The amount that an advertiser pays to eClickZ.com influences (among other factors) the position in which the advertiser's listing appears in our Paid Listings.

2. LICENSE
2.1 License. Subject to the terms limitations and conditions herein eClickZ.com hereby grants to Partner a non-exclusive license during the Term to publicly display and allow third parties who operate sites on the Partner Network to publicly display Paid Listings in electronic form on the Partner Network. Partner and third parties who operate sites on the Partner Network may not display any Paid Listings via any of the following distribution sources: e-mail pop-ups pop-unders or adware without eClickZ.com's prior written signed consent.
2.2 Limitations on License. The license granted above is conditioned upon Partner's and sites in the Partner Network's observance of the following restrictions: (i) except as expressly permitted herein Partner will not display use reproduce cache store distribute make derivative works of modify sell resell rent license sublicense transfer assign or redistribute in any way Paid Listings; (ii) Partner will not modify add to edit or delete the URLs titles or reviews contained within any Paid Listings without eClickZ.com's prior written approval; (iii) Partner will not display sublicense or syndicate Paid Listings on or to any third party or web site outside of the Partner Network unless it first obtains eClickZ.com's written consent; (iv) Partner will use the tracking URLs associated with each individual Listing provided by eClickZ.com if any for all Paid Listings included on its Partner Network (though Partner may use the display URLs for purposes of displaying the Listing); (v) Partner will not display any Paid Listings on any adult-oriented web sites without the prior written approval of eClickZ.com; (vi) Partner will not display any Paid Listings on any obscene or illegal web sites or in any manner that violates any applicable laws or regulations or the rights of any third party; and (vii) Partner will not display any Paid Listings or allow any third parties to display any Paid Listings via any form of adware spyware e-mail or method that violates applicable laws.
2.3 Zero Tolerance Policy. eClickZ.com MAINTAINS A ZERO TOLERANCE POLICY AND WILL TERMINATE YOUR ACCOUNT IMMEDIATELY IF YOUR WEBSITE IS FOUND TO HAVE ANY OF THE FOLLOWING: * INDECENT OR PORNOGRAPHIC MATERIAL. * SOFTWARE PIRATING OR ANY SITE THAT VIOLATES THIRD PARTY INTELLECTUAL PROPERTY RIGHTS (i.e. Warez). * MP3 SITES THAT DO NOT HAVE THE LEGAL RIGHT TO DISTRIBUTE MP3 FILES * HACKING /PHREAKING OR ANY OTHER SITE INVADING THE RIGHTS OF COMPUTER USERS. * ANY MATERIAL WHICH IS THREATENING ABUSIVE HATEFUL DEFAMATORY LIBELOUS SLANDEROUS OR INJURIOUS TO THE REPUTATION OF ANY INDIVIDUAL OR ENTITY * INCENTIVE BASED WEBSITES * SPAMMING - THE PRACTICE OF SENDING UNSOLICITED EMAIL. * LOADING OF RESULTS IN ANY POP UP WINDOWS OR CONSOLES * ANY ILLEGAL ACTIVITY. * ANY ACTIVITY THAT WE FEEL IS UNFIT FOR OUR ADVERTISERS
2.4 Display of Ads via Cookies or Downloadable Applications. The license granted above is conditioned on Partner's and sites in the Partner Network's observance of the following: a) if Partner displays or allows a third party to display Paid Listings via any "cookie" or application that is downloaded to a user's computer or browser Partner represents and warrants that such cookie or application shall: (i) not gather any personally identifiable information (such as an individual's name telephone number e-mail address and/or street address) or financial information of the end user; and (ii) not gather any information about the web pages accessed by the computer on which it is installed; b) if Partner displays or allows a third party to display Paid Listings via any application that is downloaded to a user's computer or browser Partner represents and warrants that such application shall (iii) only be installed after clear and conspicuous notice to the end user; (iv) only be installed after the end user's express and informed consent to installation; (v) allow for uninstallation that can be performed without undue effort or knowledge by the end user; (vi) allow for successful removal of such client-side application using the "Add/Remove Programs" functionality of Microsoft Windows (or similar on other platforms); (vii) not re-install itself without the end user's express consent prior to each such re-installation; (viii) not install or allow the installation of any other programs not clearly and conspicuously disclosed to the end user (ix) clearly display the Partner's privacy policy (or a link or other access to it); and (x) comply with all applicable laws and regulations. Partner agrees to provide eClickZ.com with a copy of and a license to use any and all downloadable applications and all updates and upgrades thereto that Partner uses or allows third parties to use to display Paid Listings.
2.5 Display of Ads on Partner Network. The license granted above is conditioned on Partner's and sites in the Partner Network's observance of the following: if Partner allows any third party to display Paid Listings Partner shall: (1) enter into a legally binding contract with such third party that is no less restrictive than the terms conditions limitations and restrictions applicable to Partner under this Agreement (2) monitor the activities of such third party on a regular basis to ensure compliance with the requirements herein and (3) immediately terminate such third party's distribution of Paid Listings upon a determination that such third party is in material violation of any of the terms and conditions of such distribution agreement or upon request by eClickZ.com to do so.
2.6 Query Source Identification. For every ad call or other request for listings to eClickZ.com Partner shall clearly identify to eClickZ.com the query source by providing the originating IP address of the user (not the server making the request) the User Agent of the user's browser and the HTTP referrer that indicates where the listings are being displayed.

3. PAYMENT TERMS.
3.1 Cost Per Click. Subject to the terms and conditions hereof for any given calendar month eClickZ.com will pay Partner a share of revenues from eClickZ.com invoices or charges for all qualified Clicks on listings advertisements as recorded by eClickZ.com's or its customer's click tracking system as applicable. For each Click the initial share of revenue paid to Partner will be forty (40) percent or such other amount as mutually agreed to by eClickZ.com and Partner of the cost-per-click ("CPC") bid by eClickZ.com for the corresponding keyword(s). eClickZ.com maintains the right in its sole discretion to decrease the share of revenue paid to Partner for credit card fraud advertising complaints non-qualified clicks poor traffic quality and similar items. eClickZ.com will determine the CPC bid and include it in the Paid Listings feed sent in response to such request. eClickZ.com will have sole discretion to decide the CPC bid for each Listing and such CPC bid may change frequently. Partner may use the CPC bid included in the Paid Listings feed from eClickZ.com solely for the purpose of ranking the Paid Listings and gauging payments from eClickZ.com but the parties agree that all CPC bid amounts submitted by eClickZ.com are confidential information for internal use only and shall not be posted on Partner's web pages or disclosed to any third parties. eClickZ.com shall have no obligation to pay for clicks if Partner makes any material misrepresentations in Exhibit C or if Partner violates the license terms set forth in Section 2 above.
3.2 Reporting and Payment. eClickZ.com will make its "Partner Admin" available to Partner for preliminary daily reporting of clicks and Partner acknowledges and agrees that (i) such reporting may not represent the number of qualified Clicks for which eClickZ.com will pay Partner and (ii) it will control access to and maintain the confidentiality of its password for accessing the Partner Admin. Within forty-five (45) days after the end of each calendar month during the Term eClickZ.com will deliver payment pursuant to Section 3.1; provided that Partner acknowledges and agrees to the Query Source Identification as described in section 2.5 above. For every request without such information eClickZ.com's ability to determine which clicks and ads are qualified or billable is impaired and thus eClickZ.com may not pay Partner for the clicks and ads. Partner shall also notify eClickZ.com of any changes inaccuracies or incompleteness of any statement Partner makes on Exhibit C Part II. eClickZ.com reserves the right to deduct from payments made pursuant to Section 3.1 or otherwise recoup any amounts paid to Partner in prior months for non-qualified Clicks.
3.3 Audit. Customer agrees that given written notice of fifteen (15) business days at the expense of eClickZ.com eClickZ.com and/or parties duly authorized by eClickZ.com shall have the right to audit the records of Customer to confirm compliance with the terms of this Agreement. Any such audit shall be conducted during normal business hours and shall not unduly interfere with Customer's ability to conduct business. Customer agrees that in the event that eClickZ.com demonstrates that discrepancies equal to or greater than five percent (5%) exist Customer shall pay to eClickZ.com all costs associated with such audits.
3.4 Non-Qualified Clicks. eClickZ.com shall have no obligation to pay for clicks which are non-qualified clicks as determined by its proprietary click filtering and tracking systems. Non-qualified clicks may come as a result of but are not limited to clicks (i) generated via automated crawlers robots or click generating scripts (ii) that an advertiser receives and rejects (iii) that come as a result of auto-spawning of browsers automated redirects and clicks that are required for users to navigate on the Partner Network (iv) that are from users in countries other than those explicitly agreed to in Exhibit C by Partner and eClickZ.com (v) that are on expired cached or over-budget ads or (vi) that come as a result of any incentive such as cash credits or loyalty points. eClickZ.com reserves the right to require Partner to provide server log files that include but are not limited to the daily number of clicks delivered to eClickZ.com. In the event that eClickZ.com determines in its sole discretion that Partner or any third party site in the Partner Network has delivered non-qualified clicks or traffic that violates any material term of this Agreement eClickZ.com may at its option (1) immediately terminate this Agreement upon written notice to Partner or (2) require Partner to immediately cease displaying and allowing third party sites in the Partner Network to display Paid Listings via any particular means method product or third party distributor and/or (3) not pay Partner for the offending clicks.
3.5 Account Manager. eClickZ.com will provide a designated account manager to Partner.

4. PARTNER OBLIGATIONS.
4.1 Implementation of Paid Listings. Within ten (10) days after the Effective Date Partner will begin querying eClickZ.com's servers for Paid Listings and will implement and display Paid Listings provided by eClickZ.com as set forth on Exhibit A.
4.2 Attribution; Look and Feel. Partner may provide eClickZ.com attribution on pages displaying Paid Listings. The size and location aspects of such attribution shall be at the parties mutual agreement. Other than as set forth herein Partner shall control the look and feel of its search service.

5. eClickZ.com OBLIGATIONS.
5.1 Service Levels/Technical Support. eClickZ.com will use commercially reasonable efforts to provide the Service Levels and Technical Support as specified in Exhibit B.

6. PUBLICITY. eClickZ.com may issue a press release to announce the relationship contemplated by this Agreement without the prior written consent of Partner. Partner will not make any public statement press release or other announcement relating to the terms or existence of this Agreement without the prior written approval of eClickZ.com such approval not to be unreasonably withheld conditioned or delayed provided that either party may make such disclosures as may be in its reasonable opinion of counsel advisable in order to comply with a subpoena or other legal process or with applicable laws regulations or securities exchange rules.

7. INTELLECTUAL PROPERTY OWNERSHIP.
7.1 Proprietary Rights of eClickZ.com. eClickZ.com will retain all right title and interest in and to the Paid Listings the related databases all data generated by eClickZ.com's click tracking system and other performance measurement applications and all associated intellectual property and proprietary rights worldwide (including but not limited to ownership of all copyrights trademarks patents derivative works modifications lists of advertisers and information algorithms taxonomies trade secrets and other intellectual property rights therein).
7.2 Proprietary Rights of Partner. Other than the Paid Listings Partner will retain all right title and interest in and to the Partner Network (including but not limited to ownership of all copyrights trademarks patents derivative works modifications lists of advertisers algorithms taxonomies trade secrets and other intellectual property rights therein).

8. TERM AND TERMINATION.
8.1 Term. The term of this Agreement (the "Term") will begin on the Effective Date and will then automatically renew for successive one year periods unless either party gives written notice to the other party of its intention not to renew at least 60 days prior to the end of the then-current term or renewal term.
8.2 Termination. eClickZ.com may suspend performance and/or terminate this Agreement at any time without cause in its sole discretion upon ten (10) days prior notice.
8.3 Effect of Termination. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the following section) or liability for breach of such party's obligations under this Agreement. Within forty-five (45) days following the expiration or termination of this Agreement each party will pay to the other party all sums if any due and owing as of the date of expiration or termination net of any amounts due from the other party as of such date. Upon the expiration or termination of this Agreement for whatever reason each party shall immediately cease to use the other party's trademarks proprietary information Paid Listings intellectual property (including derivative works or modifications thereof) and Confidential Information in any manner whatsoever and shall destroy or return (at the option of the other party) any such property or materials representing the same to the other party and provide the other party with an officer's certificate attesting to such return/destruction. For the avoidance of doubt upon termination or expiration of this Agreement the license granted hereunder shall terminate and Partner and its agents shall immediately cease all use of the Paid Listings.
8.4 Survival. The provisions of sections 1 and 6-12 (inclusive) will survive any termination or expiration of this Agreement for a period of three years.

9. CONFIDENTIALITY.
9.1 "Confidential Information" means information about the disclosing party's (or its suppliers') business products technologies strategies advertisers financial information operations or activities that is proprietary and confidential including without limitation all business financial technical and other information disclosed by the disclosing party. Confidential Information of eClickZ.com includes (without limitation) the CPC bids included in its Paid Listings feeds. Confidential Information will not include information that the receiving party can establish (i) is in or enters the public domain without breach of this Agreement (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party.
9.2 Use of Confidential Information. Each party agrees (i) that it will not use or disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement or as required by a court of law or otherwise compelled to be disclosed pursuant to the legal process or existing laws or regulations and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
9.3 Non-Circumvention Agreement. Provider has proprietary relationships with advertising clients on whose behalf Provider may purchase media from Customer. During the term of this agreement and for a period of 120 days after cancellation of campaign Customer agrees not to solicit induce recruit or encourage any advertiser that the Customer knows or has reason to know is a current client with Provider or has advertised on the Customer's Web Site through Provider during the twelve (12)-month period prior to the acceptance of the Customer to the Provider for the purpose of offering to such advertiser products or services that compete with those of Provider including without limitation the placement or publishing of advertising with the exception of reasonably documented preexisting relationships with advertisers (clients) or relationships entered into in the ordinary course of Customer's business. Furthermore during the term of the Customer's inclusion in the Provider and for a period of 120 days after cancellation of Customer's account Customer agrees that in the event it (the Customer) is approached solicited induced recruited or encouraged by any client that the Customer knows or has reason to know is a current advertiser on the Provider or has advertised through the Provider during the previous twelve (12) months period prior to being approached for the purpose of offering to such Customer products or services that compete with those of Provider including without limitation the placement or publishing of advertising the Customer will notify Provider immediately and the Customer agrees not to conduct or enter into any business relationship with such client. The Customer understands and agrees that in the event of a breach of the forgoing representations by Customer Provider shall be entitled to injunctive or other equitable relief as a remedy without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief which may be awarded in the form of monetary damages and Provider shall be entitled to monetary damages to the fullest permitted under applicable law. The foregoing remedy is a material bargained for basis of this agreement and has been taken into account in each party's decision to enter into this Agreement.

10. WARRANTY AND INDEMNITY.
10.1 Warranties. eClickZ.com warrants that it owns or has obtained the right to distribute and make available as specified in this Agreement the Paid Listings provided to Partner in connection with this Agreement. Except as specifically provided herein eClickZ.com does not guarantee or make any representations or warranties whatsoever (i) with respect to the completeness of any listings or links or information accessed through such links or (ii) with respect to the content of the web sites accessed through the listings or links provided hereunder. eClickZ.com DOES NOT WARRANT REPRESENT OR GUARANTEE THAT THE USE OF ITS LISTINGS OR LINKS OR ANY OTHER SERVICES PROVIDED IN CONNECTION WITH OR IN ADDITION TO THE FOREGOING WILL BE UNINTERRUPTED UNDISRUPTED OR ERROR-FREE. Partner represents and warrants that (i) its display of Paid Listings hereunder (including its allowing third parties to do so) does not and will not violate any term or condition of this Agreement and (ii) the information provided in Exhibit C is accurate and complete.
10.2 Indemnification. Each party will indemnify defend and hold harmless the other party its officers directors and employees from any and all third party claims liability damages expenses and/or costs (including but not limited to attorneys fees) arising from the other party's breach of any warranty representation or covenant in this Agreement. All such amounts will be reimbursed to the indemnified party as incurred within thirty (30) days of submission of reasonable supporting documentation or invoices to the indemnifying party. Each party's obligation to indemnify is conditioned upon the other party providing prompt notification of any and all such claims unless the failure to notify does not materially and adversely affect the defense. The indemnified party will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnified party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the indemnified party's sole cost and expense.
10.3 Disclaimer. Except as specified in this agreement neither party makes any warranty in connection with the subject matter of this agreement and each party hereby disclaims any and all implied warranties including all implied warranties of merchantability and fitness for a particular purpose regarding such subject matter.

11. LIMITATION OF LIABILITY.
11.1 Exclusion of Damages. Other than as a result of breach of section 2 or pursuant to the indemnification provisions hereof in no event will either party be liable to the other for any special incidental or consequential damages whether based on breach of contract tort (including negligence) or otherwise whether or not that party has been advised of the possibility of such damage.
11.2 Total Liability. Other than as a result of breach of section 2 or pursuant to the indemnification provisions hereof in no event will either party be liable to the other for an amount in excess of the total amount paid to partner hereunder.

12. GENERAL.
12.1 Assignment/Change of Control. Neither party may assign this Agreement in whole or in part without the other party's written consent (which will not be unreasonably withheld). In the event of a change of control merger reorganization or sale of all or substantially all of one party's assets to a third party the other party may terminate the agreement upon 10 days prior written notice at any time after the closing of such transaction. For the purposes hereof a "change of control" shall mean a transaction in which the shareholders of a party prior to the closing do not retain majority ownership of the party after the closing of such transaction.
12.2 Governing Law/Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to the exclusive jurisdiction of the state or federal courts in Los Angeles Count for all actions arising out of or related to this Agreement
12.3 Pre-Litigation Negotiations. The Parties will use their commercially reasonable efforts to resolve any controversy or dispute arising out of or relating to this Agreement promptly by negotiations between the Parties prior to the commencement of formal legal proceedings. Consequently the Parties agree to use the following alternative procedure prior to the commencement of any formal legal proceedings. At the written request of a Party each Party shall appoint a knowledgeable responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The Parties intend for these negotiations to be conducted by non-lawyer business representatives. The discussions will be left to the discretion of the representatives. Upon agreement the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations will be treated as confidential information developed for purposes of settlement and therefore be deemed inadmissible in any litigation that may ensue pursuant to California Evidence Code section 1152 et. seq. In the event that one Party does not respond to the other Party's request for such negotiations within five (5) business days of such request then the requesting Party may commence formal legal proceedings pursuant to section 12.4 below. Notwithstanding anything to the contrary with respect to any dispute giving rise to a claim for injunctive relief the provisions of this Section will apply only upon the written request of the Party possessing such claim and such Party may elect to commence legal proceedings regarding such claim at any time (and nothing contained in this Agreement will be construed to require such Party to provide any notice thereof).
12.4 Arbitration. The Parties hereby agree to waive their right to a jury trial and agree to submit any dispute(s) that may arise in relation to this Agreement to binding arbitration before a single arbitrator. The arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et.seq. All arbitration-related hearings shall be conducted in Los Angeles CA. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the parties and/or their respective counsel. If agreement can not be reached between the parties as to the selection of the single arbitrator then each side shall propose three (3) potential arbitrators to the Superior Court of California in Los Angeles − Northwest District (Van Nuys Ca.) as part of a Petition to the Court that shall be filed jointly by the parties for the purpose of resolving the sole issue of arbitrator selection. The Superior Court will select the single arbitrator from the potential arbitrators proposed by the parties. Once selected the Arbitrator shall be empowered to hear and resolve any and all issues related to the dispute including the awarding of attorneys fees and costs to the prevailing party. Notwithstanding anything to the contrary with respect to any dispute giving rise to a claim for injunctive relief the provisions of this Section will apply only upon the written request of the Party possessing such claim and such Party may elect to commence legal proceedings regarding such claim at any time (and nothing contained in this Agreement will be construed to require such Party to provide any notice thereof).
12.5 Notices. Any notice or other communication to be given hereunder will be in writing and will be (as elected by the Party giving such notice): (i) personally delivered; (ii) transmitted by postage prepaid registered or certified mail return receipt requested; (iii) deposited prepaid with a nationally recognized overnight courier service; or (iv) sent by facsimile. Unless otherwise provided herein all notices will 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 or by courier; (b) three (3) business days after the date of posting if transmitted by mail; or (c) if transmitted by facsimile the date a confirmation of transmission is received. Either Party may change its address for purposes hereof on not less than three (3) business days prior notice to the other Party. Notices hereunder will be directed to unless otherwise instructed by the receiving Party:
If to eClickZ.com: 11714 Cochise Pl. Chatsworth California 91311 Attn: Director of Business Development Fax: 877-325-4259

12.6 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including but not limited to acts of God power outages and governmental restrictions.
12.7 Severability. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator the remaining portions of the Agreement will remain in full force and effect.
12.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof superseding and terminating any prior agreements and communications (both written and oral) regarding such subject matter. Except as provided for in Section 3.1 this Agreement may only be modified or any rights under it waived by a written document executed by both parties.
12.9 Independent Contractors. The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee agent or legal representative of the other party hereto for any purpose and neither party hereto shall have any right power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership agency or joint venture.

IMPLEMENTATION
The following Sections 1-7 apply to the distribution of Paid Listings on the Partner Network.
1. Display of Paid Listings. Partner will make or refer search queries ad requests based on site pages and other ad calls or requests for listings to eClickZ.com's servers via a live data feed. If any Paid Listings are returned by eClickZ.com's servers in response to such requests such Paid Listings will be displayed on the Partner Network. Partner will not display or allow any third party in the Partner Network to display any CPC or price-related data that would allow users to determine the price paid by advertisers in connection with Paid Listings. Partner will cooperate with eClickZ.com to allow eClickZ.com to track Clicks on Paid Listings displayed on the Partner Networks including the use of redirects tracking URLs or other methods as reasonably requested by eClickZ.com. Other than as set forth herein Partner shall be solely and exclusively responsible for the design development operation and maintenance of the Partner Network and for all advertising sponsorship or other use of the media contained therein. Partner will implement the Paid Listings within ten (10) days of the Effective Date such implementation to be verified by eClickZ.com recording at least one Click attributable to the Partner Network.
2. Partner Display Ordering; De-duplicating. Partner represents that that it sorts ranks and delivers Paid Listings for the Partner Network as indicated to eClickZ.com in Exhibit C Part II. In the event that Partner decides to change the method by which it determines the ranking of its Paid Listings Partner will provide to eClickZ.com thirty (30) days prior written notice of such change. Partner further represents that to the extent it displays its own or other third party listings on the Partner Network in addition to the Paid Listings if any such listing is duplicative with any Paid Listing Partner will decide whether to show such listing or the Paid Listing on the basis of which one carries the higher CPC.
3. Position in Paid Listings. If Partner sorts ranks and delivers listings on the Partner Network based on CPC amounts a) Partner must deliver eClickZ.com's Paid Listings above or in a more favorable position than (i) any other listing with the same CPC and (ii) the listing with the next lowest CPC; and b) Partner will in no way manipulate the Paid Listings to deliver eClickZ.com's Paid Listings in a position below or less favorable than listings with CPCs lower than the Paid Listings.
4. Top Bid Pricing. Partner agrees to provide eClickZ.com with an automated regularly updated mechanism from which eClickZ.com can determine the bid prices (CPC paid to partner) of the top 5 listings advertisements sent to Partner Network for individual and specific queries from Partner. For example Partner may make available an API or other data interface that provides such data.
5. CPC Bid. To optimize CPC bid pricing eClickZ.com may designate Partner ad calls/requests to be directed to certain of its servers and Partner shall follow such designations as they are provided to Partner.
6. Traffic Volume and Increases. Partner will provide eClickZ.com with 3 days prior written notice before launching with new publishers or traffic sources that will in Partner's reasonable opinion increase the number of Partner queries by the lesser of 50% over then-current levels or 500'000 queries per day. eClickZ.com will have no obligation to pay for Clicks for which a timely notice is not provided under this section.
7. Blocking Distribution. eClickZ.com may request that Partner block distribution of Paid Listings to a specified list of sources (keywords portions of Partner Network sites and/or IP addresses) or via any distribution method deemed questionable by eClickZ.com. eClickZ.com also reserves the right to make a written request to Partner for it to block specific Paid Listings for display to specific domains. Once eClickZ.com makes this request eClickZ.com is not obligated to pay Partner for any clicks from such domain(s). If Partner identifies the domain that the query originates from to eClickZ.com then eClickZ.com may perform this blocking. eClickZ.com reserves the right to ask Partner to block any international traffic including international queries and clicks for international users and listings appearing on international sites. eClickZ.com also reserves the right to ask Partner to block all adult-related traffic including adult queries and clicks generated as a result of these adult queries. eClickZ.com may update the list of prohibited distribution partners or sources from time to time in its sole discretion. All sources contained within the list must be blocked from distribution by Partner as soon as practicable after but in any event within 5 business days from receipt of notice from eClickZ.com. eClickZ.com shall have no obligation to pay Partner for qualified Clicks on Paid Listings after eClickZ.com makes the relevant request to block distribution.

Service Levels
Below is the level of service to be supplied by eClickZ.com in connection with eClickZ.com's provision of Paid Listings (the "Service"). The Service to be provided to Partner shall consist of a feed of Paid Listings as defined in the Agreement.
Partner Implementation Guide. Following the execution of this Agreement eClickZ.com will provide Partner with a partner implementation guide to assist in the process of implementing the technical aspects of the Service. The parties will use commercially reasonable efforts to abide by the procedures and steps set forth in the guide.
Service Integration Technical Assistance. During the Term eClickZ.com agrees to provide a designated technical account manager during normal business hours (9am − 6pm Pacific Time) to Partner to assist in the effective integration of the Service onto the Partner's site. In no event will such support exceed five (5) hours per month and all such support will be provided during business hours. The parties agree that the Service is provided in a standard format and is well documented. eClickZ.com will not provide technical assistance relating to on-site server configuration or programming.
Service Uptime. The Service will be available 24 hours/day 7 days/week. Scheduled downtime will be communicated to partners with 5 business days notice. The Service is guaranteed to be up 99.5% of the time as measured weekly and 99.8% of the time as measured monthly excluding scheduled downtime. Should eClickZ.com determine that a reconfiguration of the Service is required such as major software version changes changes in hosting facilities or other network reconfiguration; eClickZ.com will provide Partner with 30-day notice of such change and will work in good faith to minimize any Service outages.
Quality Criteria. eClickZ.com will use commercially reasonable efforts to ensure that the Paid Listings returned by the Service shall not contain more than 3% Inactive Links out of any random sample of 10'000+ queries. "Inactive Links" shall be defined as any link provide by the Service which when clicked does not result in the user receiving a web page within 60 seconds at least 3 out of 5 times in any 1 week period.