This TRAFFIQ Buyer Agreement (this "Agreement") is entered into by and between you, including without limitation, the entity you represent (if any) as set forth in your Registered Account (hereinafter "Buyer") and TRAFFIQ, Inc., a Delaware corporation with a principal address of 390 Park Avenue South, 7th Floor, New York, New York 10016 ("TRAFFIQ"). Buyer and TRAFFIQ together may collectively be referred to herein as the "Parties" and each individually as a "Party". For purposes of clarity, if you are an agency representing a client, the term "Buyer" shall refer to you and your client, unless otherwise provided for herein. This Agreement sets forth the terms and conditions pursuant to which the Parties will conduct business through the TRAFFIQ Exchange (as defined herein).

Section 1. Definitions

Capitalized terms used throughout this Agreement that are not otherwise defined herein shall have the meanings set forth below.

"Ad" means one component of the Ad Materials, specifically an advertisement in its graphical-, audio-, video-, multimedia- and/or text-based form.

"Ad Materials" means an Ad and all related technical features, including without limitation, artwork, copy, active URLs, images, Flash, rich media, and/or audio/video files, as well as other creative elements.

"Affiliate" means, with respect to either Party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party.

"Auction Close" means the date on which the auction for the Listing ends.

"Available TRAFFIQ Funds" means Cash Funds, Trade Credit and/or Promotional Funds available for use by Buyer to submit Bids and/or One-CLIQ Buy Prices and/or to pay the Final Sale Price for any completed Order.

"Bid" means the price that a Buyer has confirmed it will pay for a Listing in a competitive auction environment.

"Cancellation Notice" means that number of days (30, 14, 7, 5, 2 or 0) of notice required to cancel an Order, as set forth in a Listing.

"Cash Funds" means money deposited by Buyer into its TRAFFIQ Buyer Account via credit card, check or wire transfer to submit Bids and/or One-CLIQ Buy Prices and/or to pay the Final Sale Price for any completed Order, which funds may be remitted to Buyer upon request.

"Click" means a hypertext link contained within an Ad that has been followed by an Internet end user by clicking on or otherwise selecting the hypertext link with a mouse or any other peripheral device, which successfully directs the end user to another website (typically the Buyer's or the Buyer's client's).

"Confidential Information" means that information which a Party to this Agreement receives from the other Party to this Agreement which the receiving Party agrees not to disclose and to use only for purposes of fulfilling its obligations under the Agreement.

"Final Report" means the report prepared by TRAFFIQ following the Order Resolution Date, which outlines the total Inventory delivered pursuant to an Order based on TRAFFIQ's ad server.

"Final Sale Price" means the Winning Bid amount or the One-CLIQ Buy Price, as applicable, multiplied by the Fulfillment Rate, subject to adjustment in accordance with Section 9(b) of this Agreement.

"Fulfillment Rate" means the total Inventory actually delivered to Buyer as of the Order Resolution Date divided by the total Inventory set forth in the Listing from which the Order was created, provided that such number will never exceed 1.0.

"Impression" means an occasion of the display of an Ad to an Internet end user.

"Inventory" means available advertising space on a Site to which Ads will be delivered for which a specific event must occur in order to be recorded (i.e., an Impression or a Click) and which has various attributes associated with it (i.e., text or display, rich media, geographically filtered, demographic information, time of day for delivery, etc�).

"Listing" means a posting on the TRAFFIQ Exchange of available Inventory that is available for sale to a prospective buyer who submits the Winning Bid or agrees to pay the One-CLIQ Buy Price for such Listing.

"Losses" means any and all damages, liabilities, costs and expenses, including reasonable attorneys' fees.

"One-CLIQ Buy Price" means the price at which a Listing can be purchased immediately and prior to any bidding on such Listing has occurred.

"Order" means the confirmed acceptance of a Winning Bid or One-CLIQ Buy Price for a Listing, pursuant to which the TRAFFIQ Exchange will facilitate delivery of the Inventory to the Buyer in accordance with the terms set forth in the Listing, including without limitation, the delivery timeframes.

"Order Commencement Date" means the actual date on which the delivery of the Inventory is scheduled to commence.

"Order Resolution Date" means the earlier to occur of (i) the date on which delivery of Inventory pursuant to the Order is completed, (ii) the last date for delivery of the Inventory as specified in the Order, whether all of the Inventory is delivered or not, or (iii) the date on which the Order is cancelled early pursuant to Section 8 of this Agreement.

"Participating Publisher" means the entity that owns the Site referenced in a Listing.

"Performance Based Bid" means a Bid submitted for a Listing for which the Inventory is being sold on something other than a Cost-Per-Thousand (CPM) basis.

"Policies" means the advertising criteria and specifications, including without limitation, content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with TRAFFIQ and TRAFFIQ's Participating Publishers' public image, community standards regarding obscenity or indecency (taking into consideration the Site), and other editorial or advertising policies, all of which are set forth at www.traffiq.com/Policies.

"Promotional Funds" means funds that TRAFFIQ may make available in a TRAFFIQ Buyer Account for use by Buyer to submit Bids and/or One-CLIQ Buy Prices and/or to pay the Final Sale Price for any completed Order, for any number of reasons, which funds can not be dispersed to Buyer for any reason.

"Reserve Price" means the minimum acceptable purchase price for a Listing (whether or not such amount is displayed to potential buyers), or, if no such amount is established, the Start Bid price.

"Site" means the Internet website(s) or other interactive digital platform set forth in a Listing for which Inventory is available and to which the Ad Materials will be delivered.

"Start Bid" means the minimum Bid that will be accepted for a Listing.

"Supported Third Party Ad Server" means any Third Party Ad Server set forth at www.iab.net/standards/measurement.asp.

"Terms of Use" means the terms and conditions for use of the www.TRAFFIQ.com website located at www.traffiq.com/Terms, as may be amended from time to time.

"Third Party Ad Server" means a computer server that stores advertisements and/or delivers them to a specified website upon receiving an ad request from another server.

"Trade Credit" means funds that TRAFFIQ may make available in a TRAFFIQ Buyer Account for use by Buyer to submit Bids and/or One-CLIQ Buy Prices and/or to pay the Final Sale Price for any completed Order pursuant to Buyer's execution of a TRAFFIQ trade credit line agreement and approval by TRAFFIQ of Buyer for a trade credit line, which funds can not be dispersed to Buyer for any reason.

"TRAFFIQ Exchange" means the Internet-based application and service available to buyers and sellers of Internet advertising Inventory, or "traffic," with and through which (i) sellers can post Listings of available inventory for sale, (ii) buyers can purchase, or Bid to purchase in a live auction environment, Listings, (iii) the Inventory is delivered, tracked and monitored, and (iv) transactions and payments are settled.

"TRAFFIQ Buyer Account" or "Registered Account" means the unique account established by Buyer and which is used by Buyer to set-up and fund advertising campaigns, submit Bids or One-CLIQ Buy Prices, run reports about Buyer's campaigns and transactions, both ongoing and historical, and to undertake research about the internet advertising market and industry.

"Under-Delivery" means an occurrence when the amount of Inventory actually delivered pursuant to an Order is less than seventy-five (75%) of the Inventory that should be delivered during the Order on a pro rata basis. For example, if 10,000,000 Ad impressions are to be delivered over a 10 day period, and through day 7 (when 7,000,000 Ad impressions should have been delivered on behalf of Buyer), less than 5,250,000 Ad impressions (75% of 7,000,000) have actually been delivered on behalf of Buyer, an Under-Delivery will be deemed to have occurred.

"Winning Bid" means a Bid that is (i) greater than the Reserve Price for a Listing, and (ii) greater than all other Bids received for a Listing at Auction Close, subject at all times to adjustment in accordance with Section 2(c) of this Agreement.

Section 2. Bids and One-CLIQ Buys
(a) From time to time, Buyer may submit a Bid for a Listing posted on the TRAFFIQ Exchange. By submitting a Bid, Buyer is agreeing (i) to pay such Bid amount to TRAFFIQ, if such Bid is the Winning Bid, in consideration for receiving the Inventory set forth in the Listing and (ii) to otherwise be bound by the terms of this Agreement.
(b) From time to time, in lieu of submitting a Bid pursuant to Section 2(a) above, Buyer may agree to the One-CLIQ Buy Price (if any) for such Listing. By agreeing to pay the One-CLIQ Buy Price, Buyer is agreeing (i) to pay such One-CLIQ Buy Price to TRAFFIQ, in consideration for receiving the Inventory set forth in the Listing and (ii) to otherwise be bound by the terms of this Agreement.
(c) For any Performance Based Bid, Buyer understands and agrees that TRAFFIQ may, in its sole and absolute discretion, employ yield-based weightings to the Bids and One-CLIQ Buy Prices it is willing to accept from Buyer, such that Buyer may be required to submit a Bid or One-CLIQ Buy Price that is either higher or lower than a Bid or One-CLIQ Buy Price submitted by another buyer. Buyer further understands and agrees that TRAFFIQ will not accept a Bid that is less than a previous Bid submitted for such Listing, including as adjusted based on yield pursuant to the first sentence of this Section 2(c).

Section 3. Account Funding and Debiting
(a) In order for Buyer to submit a Bid or to agree to the One-CLIQ Buy Price pursuant to Section 2, Buyer must have Available TRAFFIQ Funds in its TRAFFIQ Buyer Account sufficient to cover such Bid or One-CLIQ Buy Price. Upon submitting a Bid or agreeing to the One-CLIQ Buy Price, the total amount of the Bid or One-CLIQ Buy Price will be reserved in the TRAFFIQ Buyer Account and will not be accessible to Buyer to make other Bids, to submit other One-CLIQ Buy Prices or to be remitted to Buyer (in the case of Cash Funds).
(b) If a Buyer's Bid is outbid, the amount of Buyer�s Bid will again become available to Buyer as Available TRAFFIQ Funds. If an Order is cancelled in accordance with Section 8 hereof, the remainder of the Winning Bid will again become available to Buyer as Available TRAFFIQ Funds, after reconciliation of the Order pursuant to Section 9 hereof. For purposes of clarity, TRAFFIQ first reserves Bids and One-CLIQ Buy Prices against Promotional Funds, then second, against Cash Funds, and then third, against Trade Credit.
(c) If Buyer submits the Winning Bid or accepts the One-CLIQ Buyer Price for a Listing, the funds will be held in reserve subject to fulfillment of the terms of the Order and this Agreement, subject to release to the TRAFFIQ Buyer Account in the event of an early termination or cancellation for which Buyer is owed a full or partial refund in accordance with this Agreement.

Section 4. Inventory Availability; Material Changes; Technical Specifications
(a) Where Buyer has submitted the Winning Bid or agreed to the One-CLIQ Buy Price, TRAFFIQ agrees to provide the Inventory specified in the Listing, subject to (i) its review rights with respect to the Ad Materials set forth in Section 5 hereof, (ii) its suspension rights set forth in Section 7 hereof, and (iii) its cancellation rights set forth in Section 8 hereof.
(b) Delivery of the Inventory will comply with the specifications set forth in the Listing. TRAFFIQ will use commercially reasonable efforts to provide Buyer notice as soon as possible and in no case less than two (2) business days prior to the commencement of delivery of the Inventory of any material changes to the Site upon which any part of the Ad Materials are to appear that would change the target audience or significantly affect the size or placement of any part of the Ad Materials compared to that which was set forth in the Listing. Unless otherwise stated in the Listing, the Inventory will be delivered to Buyer on a reasonably balanced delivery schedule.
(c) Each Listing posted on the TRAFFIQ Exchange will either have or provide reference to the applicable technical specifications in order to commence delivery of the Inventory. Notwithstanding the foregoing, to the extent there are additional technical specifications required, TRAFFIQ will submit or otherwise make such additional technical specifications electronically accessible to Buyer within two (2) business days after the Auction Close and in no instance less than five (5) days prior to the Order Commencement Date.

Section 5. Ad Materials
(a) Buyer will submit the Ad Materials to be associated with an Order to TRAFFIQ no later than five (5) business days prior to the Order Commencement Date.
(b) All Ad Materials submitted by Buyer must conform to TRAFFIQ's then existing advertising criteria and specifications, including any applicable Policies, content limitations, technical specifications and anti-competitive guidelines, including as described in the Listing. Where the Ad Materials submitted by Buyer do not conform to the requirements of this Section 5(b), TRAFFIQ will use commercially reasonable efforts to notify Buyer within two (2) business days of its receipt of such Ad Materials.
(c) TRAFFIQ reserves the right to reject any Ad Materials that do not conform to the requirements of Section 5(b), as determined in its sole discretion, or that do not comply with any applicable law, regulation or other judicial or administrative order, as determined in its sole discretion. In addition, TRAFFIQ reserves the right to reject any Ad Materials that are or may tend to bring disparagement, ridicule, or scorn upon TRAFFIQ, TRAFFIQ's Participating Publishers, or any of their respective Affiliates. If TRAFFIQ rejects any Ad Materials pursuant to this Section 5(c), TRAFFIQ may either (i) provide Buyer with notice of rejection and an opportunity of up to two (2) business days to cure whatever deficiency TRAFFIQ has determined exists with respect to the Ad Materials, or (ii) cancel the Order in its entirety.
(d) TRAFFIQ will not edit or modify any Ad Materials in any way, including without limitation, resizing the Ad Materials, without Buyer�s approval. TRAFFIQ will use all such Ad Materials in strict compliance with this Agreement.

Section 6. Reports; Third Party Ad Servers; Under-Delivery
(a) Within two (2) days of the Order Commencement Date, TRAFFIQ will make available to Buyer, via the TRAFFIQ Buyer Account, reports that (i) confirm that Inventory has begun delivery in accordance with the terms of the Order, and (ii) detail fulfillment of the terms of the Order on at least a daily basis, based on TRAFFIQ's proprietary ad server. Buyer accepts the availability of all such Reports from the TRAFFIQ Buyer Account as TRAFFIQ's fulfillment of its obligations pursuant to this Section 6.
(b) Buyer may utilize a Third Party Ad Server for purposes of independently tracking the delivery of the Ads into the Inventory in accordance with the terms of the Order. Buyer will provide TRAFFIQ with the specifications for its Third Party Ad Server no later than five (5) business days prior to the Order Commencement Date. Buyer may not substitute its Third Party Ad Server at any time after its submission of its specifications pursuant to this Section 6(b). The Parties agree to work in good faith to integrate Buyer's Third Party Ad Server tags prior to the Order Commencement Date. The Parties further agree to give reciprocal access to relevant and non-proprietary statistics from each other�s ad server, or if such is not available, to provide regular activity reports to each other on an Order by Order basis.
(c) TRAFFIQ will monitor the delivery of the Ads into the Inventory in accordance with the terms of the Order and will notify Buyer as soon as reasonably practicable via the TRAFFIQ Buyer Account or in writing, at its discretion, if TRAFFIQ believes that an Under-Delivery (please see Section 1 for definition) is likely or has occurred. Similarly, Buyer may notify TRAFFIQ if it believes an Under-Delivery is occurring based on information derived from its Third Party Ad Server, if any. Notwithstanding the foregoing, if it appears that the Order is likely not to be fulfilled in its entirety, the Parties will work in good faith to resolve any disputes that may arise with respect to same.

Section 7. Order Suspension.
(a) Buyer will have the right to suspend the Order in the following circumstances:

(i) TRAFFIQ violates Sections 4(b) and/or 5(d) of this Agreement;
(ii) TRAFFIQ fails to timely conform to Sections 4(c) or 6(a) of this Agreement;
(iii) TRAFFIQ is unable to integrate Buyer's Third Party Ad Server tags for an Order prior to the Order Commencement Date pursuant to Section 6(b);
(iv) Buyer provides TRAFFIQ with notice pursuant to Section 6(c) that an Under-Delivery has occurred pursuant to Section 6(c), provided that (1) at least seven (7) days have elapsed since the Order Commencement Date and TRAFFIQ has been afforded seven (7) days to cure such Under-Delivery, or (2) in the case where an Order delivery time is for fourteen (14) days or less, at least twenty-five percent (25%) of the Order delivery time has passed and Buyer has provided TRAFFIQ with at least an additional twenty-five percent (25%) of the Order delivery time to cure such Under-Delivery;
(v) Buyer's Third Party Ad Server is not functioning properly, provided that such suspension will be limited to one (1) time and for no longer than 72 hours, during which time Buyer must either provide notice that such Third Party Ad Server is again functional or load the Ad Materials into TRAFFIQ's ad server; and/or
(vi) TRAFFIQ commits a material breach of this Agreement that is capable of cure.
(b) TRAFFIQ will have the right to suspend the Order in the following circumstances:

(i) Buyer violates Sections 5(a), 5(b) and/or 5(c) of this Agreement;
(ii) Buyer fails to timely conform to Section 6(b);
(iii) TRAFFIQ is unable to integrate Buyer�s Third Party Ad Server tags for an Order prior to the Order Commencement Date pursuant to Section 6(b);
(iv) Buyer's Third Party Ad Server is not functioning properly, provided that such suspension will be limited to one (1) time and for no longer than 72 hours, during which time Buyer must either provide notice that such Third Party Ad Server is again functional or load the Ad Materials into TRAFFIQ's ad server; and/or
(v) Buyer commits a material breach of this Agreement that is capable of cure.
(c) Each such suspension pursuant to this Section 7 will, unless otherwise provided for in Sections 7(a) or 7(b) above, be effective until a time within one (1) business day after the cure to the reasonable satisfaction of the Party invoking its suspension rights of the condition or conditions that gave rise to such suspension, provided that notice of cure is provided to the Party invoking its suspension rights, and provided further that if the condition or conditions that gave rise to such suspension have not been cured within three (3) business days of the initial notice of suspension (unless a longer or shorter period is specified in Sections 7(a) or 7(b) above), the Party that invoked such suspension right will be able to avail itself of the Order cancellation rights set forth in Section 8 hereof, where applicable.

Section 8. Order Cancellation.
(a) Buyer will have the right to cancel the Order in the following circumstances:

(i) TRAFFIQ fails to cure any condition that gave rise to a suspension pursuant to Section 7(a) within the time frame set forth in Section 7(c), except for Section 7(a)(v), which is Buyer's obligation and which will not give rise to a cancellation right to Buyer;
(ii) Upon giving TRAFFIQ the proper Cancellation Notice;
(iii) TRAFFIQ commits a material breach of this Agreement that is incapable of cure.
(b) TRAFFIQ will have the right to cancel the Order in the following circumstances:

(i) Buyer fails to cure any condition that gave rise to a suspension pursuant to Section 7(b) within the time frame set forth in Section 7(c), except for Section 7(a)(iii), which is TRAFFIQ's obligation and which will not give rise to a cancellation right to TRAFFIQ;
(ii) Buyer commits a material breach of this Agreement that is incapable of cure.
(c) Any cancellation pursuant to this Section 8 will be effective within one (1) business day of notice to the other Party hereto. TRAFFIQ will cease delivery of the Ads into the Inventory within twenty-four (24) hours of the effective time of such cancellation and the Parties will then undertake the order resolution process set forth in Section 9 hereof.

Section 9. Order Resolution; Payment
(a) Within one (1) business day after the Order Resolution Date, a Final Report as to fulfillment of the Order will be available to Buyer via the TRAFFIQ Buyer Account. This Final Report will set forth the total Ads delivered into the Inventory as of the Order Resolution Date based upon TRAFFIQ's ad serving count, as well as the Final Sale Price, which will be calculated by multiplying the Winning Bid or the One-CLIQ Buy Price (as applicable) by the Fulfillment Rate. The Final Sale Price will then be deducted from Buyer's Available TRAFFIQ Funds as payment in full for the Order, subject to the provisions of Section 9(b) hereof with respect to account reconciliation. Where Buyer has utilized a portion of its available Trade Credit to pay the Final Sale Price, the invoicing for payments owed to TRAFFIQ will be done in accordance with the terms and conditions of the TRAFFIQ trade credit line agreement. For purposes of clarity, the methodology utilized by TRAFFIQ to calculate the delivery of the Inventory is available at www.TRAFFIQ.com/Policies.
(b) If Buyer has utilized a Supported Third Party Ad Server for purposes of independently tracking the delivery of Ads into the Inventory in accordance with the terms of the Order, pursuant to Section 6(b) hereof, and Buyer believes that the Final Report prepared by TRAFFIQ pursuant to Section 9(a) above is inaccurate, Buyer may within fifteen (15) days of the Order Resolution Date submit a written request for reconciliation of reports to TRAFFIQ. Upon timely receipt of the request for reconciliation, the Parties agree to review in good faith both TRAFFIQ's Final Report, including supporting materials and data related thereto, and Buyer's figures derived from its Supported Third Party Ad Server, including supporting materials and data related thereto. If Buyer�s figures from its Supported Third Party Ad Server are no more than ten percent (10%) less than those used by TRAFFIQ to arrive at the Final Sale Price, the Parties agree that TRAFFIQ's numbers will be controlling and there shall be no further right or remedy available to Buyer. If Buyer's figures from its Supported Third Party Ad Server are more than ten percent (10%) less than those used by TRAFFIQ to arrive at the Final Sale Price, the Parties agree to accept Buyer's figures from its Supported Third Party Ad Server to calculate the Final Sale Price and Buyer shall be responsible such Final Sale Price plus ten percent (10%).

Section 10. Non-Disclosure; Data Ownership; Privacy.
(a) The TRAFFIQ Exchange is an open, publicly accessible, bidding environment. As such, a Buyer's username and Bids (including Winning Bids) or One-CLIQ Buy Prices submitted by Buyer will be viewable by Third Party users of the TRAFFIQ Exchange. Furthermore, the Participating Publisher that submitted the Listing on the TRAFFIQ Exchange for which Buyer has submitted the Winning Bid or agreed to pay the One-CLIQ Buy Price will have access to Buyer's Ad Materials. As a result of all of the foregoing, all such information shall not be deemed "Confidential Information" of Buyer and TRAFFIQ shall have no obligation to keep or maintain such information confidential. Buyer's individual transaction history (whether for itself or its clients (if any)), campaign information, and, if Buyer is an agency, Buyer's client's identity (except where knowable pursuant to the disclosure to a Participating Publisher of the Ad Materials, as set forth above), shall be deemed the "Confidential Information" of Buyer. Notwithstanding the foregoing, Buyer understands and agrees that TRAFFIQ may (i) aggregate and use data and information about transactions occurring through the TRAFFIQ Exchange, (ii) use data and information about single transactions occurring through the TRAFFIQ Exchange (provided such information will not be capable of specifically identifying Buyer or Buyer's clients (if an agency), unless Buyer agrees to be identified in advance), and/or (iii) use data about the performance of Ad Materials submitted by Buyer (e.g., conversion history, yield ratings, click through rates, etc�) for its own use, and in order to deliver, disseminate, publicly broadcast, publicize and otherwise fully disclose such data and/or information to any person or entity and in any manner it determines in its sole discretion. Any such disclosures pursuant to the immediately preceding sentence shall not be deemed to be a breach of TRAFFIQ's confidentiality obligations set forth in this Section 10.
(b) Notwithstanding anything contained in this Agreement to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to a Party; (ii) was or becomes generally available to the public through no fault of the receiving Party ("Recipient"); (iii) was rightfully in Recipient's possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party ("Discloser"); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated Third Party free of any obligation of confidence. Additionally, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
(c) All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Buyer pursuant to the Buyer's posted privacy policy is the property of Buyer, is subject to the Buyer's posted privacy policy, and is considered Confidential Information. Any other use of such information must be agreed to in writing by both Parties. TRAFFIQ, TRAFFIQ's Participating Publishers, Buyer, and, if Buyer is an agency, Buyer's client shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws.

Section 11. Disclaimer of Warranties.

ALL OF THE SERVICES AND TECHNOLOGY PROVIDED BY TRAFFIQ, AS WELL AS ALL CONTENT, DATA, MATERIALS, AND DOCUMENTATION PROVIDED BY TRAFFIQ AND ITS SUPPLIERS AND AFFILIATES PURSUANT TO THIS AGREEMENT AND IN FULFILLMENT OF AN ORDER ARE PROVIDED �AS-IS� AND �AS AVAILABLE,� WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, UNLESS OTHERWISE SET FORTH IN THIS AGREEMENT. TRAFFIQ AND ITS SUPPLIERS AND AFFILIATES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. TRAFFIQ DOES NOT WARRANT THAT THE SERVICES AND TECHNOLOGY PROVIDED BY TRAFFIQ AND ITS SUPPLIERS AND AFFILIATES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE OR VIRUS-FREE.

Section 12. Limitation of Liability

EXCLUDING A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14 OR DAMAGES THAT RESULT FROM A PARTY'S BREACH OF SECTION 10 OR INTENTIONAL MISCONDUCT BY A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY HERETO FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, INCURRED BY THE OTHER PARTY ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL TRAFFIQ�S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE WINNING BID AMOUNTS AND ONE-CLIQ BUY PRICES SUBMITTED BY BUYER AND ACCEPTED BY TRAFFIQ IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.

Section 13. Term and Termination.
(a) This Agreement will be effective upon the earlier of (i) the submission by Buyer of a Bid or its agreeing to a One-CLIQ Buy Price for a Listing, or (ii) the signature of an authorized representative of both Parties hereto and shall continue for a period of one (1) year (the "Initial Term"), unless terminated earlier pursuant to the terms hereof. This Agreement shall be automatically renewed for each subsequent one (1) year period thereafter (each, a "Renewal Term" and together with the Initial Term, the "Term") unless either party gives the other written notice of cancellation at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term.
(b) Notwithstanding anything to the contrary set forth in this Agreement, including without limitation the provisions of Section 13(a) above, this Agreement may be sooner terminated as follows:

(i) Either Party may terminate this Agreement effective immediately if the other Party is in default of any material obligation under this Agreement, and such default shall have continued un-remedied for a period of ten (10) days following written notice of such default given by the non-defaulting Party to the defaulting Party;
(ii) Either Party may terminate this Agreement, effective immediately, if the other Party is adjudicated bankrupt, becomes insolvent, voluntarily or involuntarily commences liquidation, if a receiver (temporary or permanent) for its property or a part thereof is appointed by a court of competent jurisdiction and not dismissed within 30 days after appointment, if it makes a general assignment for the benefit of creditors, or if execution is levied against substantially all of its property or which would have an adverse effect of the operation of its business and is not removed within thirty (30) days;
(iii) Either party may terminate this Agreement, at any time, for any reason or no reason at all, upon forty five (45) days prior written notice is given to the other party.
(c) Upon the effective date of termination, all rights and obligations of the Parties will terminate except:

(i) Each Party must fulfill whatever remaining duties or obligations it has with respect to any outstanding Order until such Order is complete and fully reconciled;
(ii) Each Party's duty of confidentiality pursuant to this Agreement;
(iii) Any indemnification obligation owed by a Party to the other Party hereto pursuant to this Agreement; and
(iv) Buyer's obligation to make payment to TRAFFIQ in accordance with the terms of this Agreement.

Section 14. Indemnification
(a) Buyer agrees to defend, indemnify and hold harmless TRAFFIQ, its Affiliates and their respective directors, officers, employees and agents from Losses incurred as a result of a third party claim, judgment and/or proceeding relating to or arising out of Buyer's breach of this Agreement.
(b) TRAFFIQ agrees to defend, indemnify and hold harmless Buyer, its Affiliates and their respective directors, officers, employees and agents from Losses incurred as a result of a third party claim, judgment and/or proceeding relating to or arising out of TRAFFIQ's breach of this Agreement.
(c) If any action will be brought against either Party (the "the Indemnified Party") with respect to any allegation for which indemnity may be sought from the other Party (the "Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.

Section 15. Miscellaneous
(a) This Agreement constitutes the entire agreement of the Parties with respect to the specific subject matter hereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter hereof, except that, unless specifically contradicted by the terms of this Agreement, the TRAFFIQ Terms of Use shall govern your usage of the TRAFFIQ Exchange and the Services (as defined therein).
(b) Where this Agreement is executed in paper format by the Parties, this Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document. By submitting a Bid or a One-CLIQ Buy Price for a Listing posted on the TRAFFIQ Exchange, Buyer agrees to be bound by all of the terms and conditions of this Agreement.
(c) TRAFFIQ represents and warrants that TRAFFIQ has all necessary permits, licenses, and clearances to sell the Inventory represented in the Listing and to otherwise perform its obligations under this Agreement, subject to the terms and conditions of this Agreement, including any applicable Policies. Buyer represents and warrants that Buyer has all necessary permits, licenses and clearances to use the content contained in the Ad Materials and to otherwise perform its obligations under this Agreement, subject to the terms and conditions of this Agreement, including any applicable Policies. Each Party represents and warrants that by entering into this Agreement with the other, it is not breaching any duty or obligation to any third-party and that the person executing or otherwise agreeing to be bound this Agreement on behalf of it is the duly authorized representative of such Party and authorized to bind it to the terms of this Agreement. Each Party further represents and warrants that it will comply with at all times all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.
(d) Buyer may not resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without TRAFFIQ's prior written approval will be null and void. All terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted transferees, successors and assigns. The failure by any Party to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that Party's rights hereunder to enforce each and every term and condition of this Agreement.
(e) This Agreement shall be governed by the laws of the State of New York. TRAFFIQ and Buyer (if Buyer is an agency, on behalf of itself only and not its client(s)) agree that any claims, legal proceeding or litigation arising in connection with this Agreement will be brought solely in New York, and the Parties consent to the jurisdiction of such courts. No modification of this Agreement shall be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
(f) Any notice required to be delivered hereunder shall be delivered to Buyer via e-mail at the e-mail address specified by Buyer in its TRAFFIQ Buyer Account and to TRAFFIQ via e-mail to cs@traffiq.com.
(g) Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder and/or under any Order pursuant to the terms of this Agreement due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
(h) The Parties hereto are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between the Parties. Neither Party shall be deemed to be an employee, agent or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as specifically set forth herein.
(i) The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties, and will not in any way affect the meaning or interpretation of this Agreement.