This TRAFFIQ Seller 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 "Seller") and TRAFFIQ, Inc., a Delaware corporation with a principal address of 390 Park Avenue South, 7th Floor, New York, New York 10016 ("TRAFFIQ"). Seller and TRAFFIQ together may collectively be referred to herein as the "Parties" and each individually as a "Party". 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.

"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.

"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.

"Bid" means the price that a Participating Buyer has confirmed it will pay for a Listing in a competitive auction environment, after adjustment by TRAFFIQ utilizing the Yield Calculation.

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

"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 Participating Buyer's website).

"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 amount of Inventory delivered to a Participating Buyer based on TRAFFIQ's proprietary ad serving, tracking and reporting interface.

"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 Sections 7(b) and 7(c) of this Agreement.

"Fulfillment Rate" means the total Inventory actually delivered to a Participating 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 for which a specific action must be performed 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 for sale by Seller in an auction environment, including any editorial adjacencies associated with the Inventory, the Inventory availability dates, the Cancellation Notice, the Start Bid, the Reserve Price, the One-CLIQ Buy Price (if any) and any other information relevant to the Inventory, that will be sold if a Winning Bid or One-CLIQ Buy Price is submitted for such Listing.

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

"One-CLIQ Buy Price" means the price set by Seller at which a Listing can be purchased immediately and prior to any bidding on such Listing has occurred, subject to adjustment on a case by case basis by TRAFFIQ, in its sole and absolute discretion, based on the Yield Calculation.

"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 a Participating 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 6 of this Agreement.

"Participating Buyer" means an entity that submits Bids and/or One-CLIQ Buy Prices for Listings in order to acquire Inventory from TRAFFIQ through which such entity will display Ads.

"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 its sellers' 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.

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

"Seller Fee" means (i) where the Fulfillment Rate is 0.90 or greater, seventy percent (70%) of the Final Sale Price, or (ii) where the Fulfillment Rate is less than 0.90, sixty-five percent (65%) of the Final Sale 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, as set by Seller.

"Supported Ad Server" means any 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.

"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 Seller Account" or 'Registered Account" means the unique account established by Seller and which is used by Seller to create Listings, submit Listings to the TRAFFIQ Exchange, run reports about Seller's transactions and inventory management, 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 impression are to be delivered over a 10 day period and through day 7 (when 7,000,000 impressions should have been delivered), less than 5,250,000 impressions (75% of 7,000,000) have actually been delivered, 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, after completion of the Yield Calculation in both cases.

"Yield Calculation" means the process that TRAFFIQ may, in its sole and absolute discretion, employ to adjust Bids, including Winning Bids and One-CLIQ Buy Prices displayed to Participating Buyers, prior to their agreement to submit such Bids and One-CLIQ Buy Prices, based upon yield-based weightings developed by TRAFFIQ, such that Seller may accept a Winning Bid or One-CLIQ Buy Price that is less than a previously submitted Bid or stated One-CLIQ Buy Price for a particular Listing. For purposes of clarity, TRAFFIQ does not employ a Yield Calculation to Bids or One-CLIQ Buy Prices for Listings for which the Inventory is Impression-based only.

Section 2. Listing Submission; Acceptance; Material Changes; Technical Specifications
(a) From time to time, Seller may create a Listing for submission on the TRAFFIQ Exchange. By submitting a Listing, Seller is agreeing (i) to make such Inventory available upon the terms and conditions of the Listing and this Agreement and (ii) to otherwise be bound by the terms of this Agreement.
(b) Upon receipt of a Winning Bid or One-CLIQ Buy Price for a Listing, Seller agrees to provide TRAFFIQ with the Inventory specified in the Listing, subject to Seller�s (i) review rights with respect to the Ad Materials set forth in Section 3 hereof, (ii) suspension rights set forth in Section 5(b) hereof, and (iii) cancellation rights set forth in Section 6(b) hereof.
(c) Delivery of the Inventory will comply with the specifications set forth in the Listing. Seller will provide TRAFFIQ 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 by Seller on a reasonably balanced delivery schedule.
(d) Each Listing posted by Seller 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, Seller will submit or otherwise make such additional technical specifications electronically accessible to TRAFFIQ 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 3. Ad Materials
(a) Upon Seller's receipt of a Winning Bid or a One-CLIQ Buy Price, TRAFFIQ will submit the Ad Materials to be associated with the Order to the Seller no later than five (5) business days prior to the Order Commencement Date.
(b) All Ad Materials submitted by TRAFFIQ will generally conform to TRAFFIQ's then existing advertising criteria and specifications, including any applicable Policies, content limitations, technical specifications and anti-competitive guidelines, as well as those specified by Seller in the Listing. Where the Ad Materials submitted by TRAFFIQ do not conform to the requirements of this Section 3(b), Seller will use commercially reasonable efforts to notify TRAFFIQ within two (2) business days of its receipt of such Ad Materials.
(c) Seller reserves the right to reject any Ad Materials that do not conform to the requirements of Section 3(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, Seller reserves the right to reject any Ad Materials that are or may tend to bring disparagement, ridicule, or scorn upon Seller or any of its Affiliates. If Seller rejects any Ad Materials pursuant to this Section 3(c), Seller may either (i) provide TRAFFIQ with notice of rejection and an opportunity of up to two (2) business days to cure whatever deficiency Seller has determined exists with respect to the Ad Materials, or (ii) cancel the Order in its entirety.
(d) Seller will not edit or modify any Ad Materials in any way, including without limitation, resizing the Ad Materials, without TRAFFIQ's approval. Seller will use all such Ad Materials in strict compliance with this Agreement.

Section 4. Reports; Third Party Ad Serving; Under-Delivery
(a) Within two (2) days after the Order Commencement Date, TRAFFIQ will make available to Seller, via the TRAFFIQ Seller 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 serving, tracking and reporting methods. Seller accepts the availability of all such reports from the TRAFFIQ Seller Account as TRAFFIQ's fulfillment of its obligations pursuant to this Section 4.
(b) Seller may utilize an Ad Server for purposes of independently tracking the delivery of the Inventory in accordance with the terms of the Order. Seller will provide TRAFFIQ with the specifications for its Ad Server no later than five (5) business days prior to the Order Commencement Date. Seller may not substitute its Ad Server after its submission of its specifications pursuant to this Section 4(b). The Parties agree to work in good faith to integrate appropriate TRAFFIQ ad tags to support set-up, serving, tracking and reporting for the Order 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 Inventory in accordance with the terms of the Order and will notify Seller as soon as reasonably practicable via the TRAFFIQ Seller 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, Seller may notify TRAFFIQ if it believes an Under-Delivery is occurring based on information derived from its 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 5. Order Suspension.
(a) TRAFFIQ will have the right to suspend delivery of the Inventory in the following circumstances:

(i) Seller violates Sections 2(c) and/or 3(d) of this Agreement;
(ii) Seller fails to timely conform to Section 2(d) of this Agreement;
(iii) The Parties are unable to integrate TRAFFIQ ad tags for an Order prior to the Order Commencement Date pursuant to Section 4(b);
(iv) TRAFFIQ provides Seller with notice pursuant to Section 4(c) that an Under-Delivery has occurred pursuant to Section 4(c), provided that (1) at least seven (7) days have elapsed since the Order Commencement Date and TRAFFIQ has provided Seller with 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 TRAFFIQ has provided Seller with at least an additional twenty-five percent (25%) of the Order delivery time to cure such Under-Delivery;
(v) Seller's 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 Seller must either provide notice that such Ad Server is again functional or utilize TRAFFIQ's ad server for fulfillment of the Order; and/or
(vi) Seller commits a material breach of this Agreement that is capable of cure.
(b) Seller will have the right to suspend delivery of the Inventory in the following circumstances:

(i) TRAFFIQ violates Sections 3(a), 3(b), and/or 3(c) of this Agreement;
(ii) The Parties are unable to integrate TRAFFIQ ad tags for an Order prior to the Order Commencement Date pursuant to Section 4(b);
(iii) Seller's 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 Seller must either provide notice that such Ad Server is again functional or utilize TRAFFIQ's ad server for fulfillment of the Order; and/or
(iv) TRAFFIQ commits a material breach of this Agreement that is capable of cure.
(c) Each such suspension pursuant to this Section 5 will, unless otherwise provided for in Sections 5(a) or 5(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 5(a) or 5(b) above), the Party that invoked such suspension right will be able to avail itself of the Order cancellation rights set forth in Section 6 hereof, where applicable.

Section 6. Order Cancellation.
(a) TRAFFIQ will have the right to cancel the Order in the following circumstances:

(i) Seller fails to cure any condition that gave rise to a suspension pursuant to Section 5(a) within the time frame set forth in Section 5(c);
(ii) Upon giving Seller the proper Cancellation Notice;
(iii) Seller commits a material breach of this Agreement that is incapable of cure.
(b) Seller 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 5(b) within the time frame set forth in Section 5(c), except for Section 5(b)(iii), which is Seller's obligation and which will not give rise to a cancellation right to Seller;
(ii) Seller determines within five (5) business days after the Auction Close that the intended use of the Inventory is not in conformity with the terms of the Order;
(iii) TRAFFIQ commits a material breach of this Agreement that is incapable of cure.
(c) Any cancellation pursuant to this Section 6 will be effective within one (1) business day of notice to the other Party hereto. TRAFFIQ will cease delivery of 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 7 hereof.

Section 7. 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 Seller via the TRAFFIQ Seller Account. This Final Report will set forth the total amount of Inventory delivered to TRAFFIQ as of the Order Resolution Date based upon TRAFFIQ's ad serving count (subject at all times to adjustment in accordance with Section 7(c) below), 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. Based on the Final Sale Price and the Fulfillment Rate, TRAFFIQ will calculate the Seller Fee, subject to the provisions of Section 7(b) hereof with respect to account reconciliation. TRAFFIQ will pay Seller the Seller Fee as soon as possible thereafter, but in no case later than sixty (60) days after the Order Resolution Date, subject to (i) extension in the case of an account reconciliation pursuant to Section 7(b), and/or (ii) the right of TRAFFIQ to extend the deadline for payment to the Seller of the Seller Fee in circumstances where TRAFFIQ (1) is resolving a dispute with the Participating Buyer that has purchased the Inventory from TRAFFIQ subject to the Order or (2) is investigating possible fraud and/or invalidity of the Inventory, as provided for in Section 7(c) hereof. 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 Seller has utilized a Supported Ad Server for purposes of independently tracking the delivery of the Inventory in accordance with the terms of the Order, pursuant to Section 4(b) hereof, and Seller believes that the Final Report prepared by TRAFFIQ pursuant to Section 7(a) above is inaccurate, Seller 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 Seller's figures derived from its Supported Ad Server, including supporting materials and data related thereto. If Seller's figures from its Supported Ad Server are no more than ten percent (10%) greater 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 Seller. If Seller�s figures from its Supported Ad Server are more than ten percent (10%) greater than those used by TRAFFIQ to arrive at the Final Sale Price, the Parties agree to accept TRAFFIQ's figures to calculate the Final Sale Price and TRAFFIQ shall be responsible for paying Seller the Seller Fee based on that Final Sale Price plus five percent (5%).
(c) Seller acknowledges and agrees that TRAFFIQ may, in its sole and exclusive discretion, make adjustments to the total amount of Inventory delivered by the Order Resolution Date as reported in the Final Report within twenty (20) days after the Order Resolution Date based upon (i) disputes and/or challenges that may be asserted by a Participating Buyer, or (ii) Inventory that it determines, either through automated means or through manual, human efforts, is invalid or fraudulent in nature. In the event of an adjustment pursuant to this Section 7(c), the calculations set forth in Section 7(a) will be performed again after submission of the adjusted Final Report and payment will be made as if the Order Resolution Date had occurred on the date of issuance of such adjusted Final Report, subject to the provisions of Section 7(b) hereof with respect to account reconciliation.

Section 8. Non-Disclosure; Data Ownership; Privacy.
(a) The TRAFFIQ Exchange is an open, publicly accessible, bidding environment. As such, Seller's username, Listings, and bids received on such Listings, including Winning Bids and/ or One-CLIQ Buy Prices will be viewable by third party users of the TRAFFIQ Exchange. Furthermore, the Participating Buyer that submitted the Winning Bid or One-CLIQ Buy Price for a Listing on the TRAFFIQ Exchange will be able to determine the Site or Site(s) from which the Inventory is sourced, even if such information is not set forth in the Listing. As a result of all of the foregoing, all such information shall not be deemed "Confidential Information" of Seller and TRAFFIQ shall have no obligation to keep or maintain such information confidential. Seller's individual and aggregate transaction history, inventory management and planning information shall be deemed the "Confidential Information" of Seller, except where any of the foregoing is knowable by a Participating Buyer that has submitted a Winning Bid or One-CLIQ Buy Price, as applicable (e.g., a Participating Buyer that submitted a Winning Bid or One-CLIQ Buy Price will know what it paid for a particular Listing). Additionally, data about the performance of the Inventory represented by a Listing (e.g., conversion history, yield rankings (if any), click through rates, etc�) will not be deemed Confidential Information in any respect, as TRAFFIQ regularly makes such information available to all third party users of the TRAFFIQ Exchange, including without limitation the Participating Buyer that purchased the Listing. Additionally, and notwithstanding anything to the contrary set forth above, Seller 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 Seller, unless Seller agrees to be identified in advance), and/or (iii) use data about the performance of Seller's Inventory 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 8.
(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 a Participating Buyer pursuant to the Participating Buyer's posted privacy policy is the property of the Participating Buyer, is subject to the Participating Buyer�s posted privacy policy, and is considered Confidential Information. Any other use of such information must be agreed to in writing signed by both Parties. TRAFFIQ, TRAFFIQ's Participating Buyers, and Seller shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws.

Section 9. 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 10. Limitation of Liability

EXCLUDING A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 OR DAMAGES THAT RESULT FROM A PARTY'S BREACH OF SECTION 8 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 OR CLAIM WHATSOEVER EXCEED THE AGGREGATE WINNING BID AMOUNTS AND ONE-CLIQ BUY PRICES SUBMITTED FOR LISTINGS BY TRAFFIQ IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.

Section 11. Term and Termination.
(a) This Agreement will be effective upon the earlier of (i) the submission by Seller of 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 11(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) TRAFFIQ's obligation to make payment to Seller in accordance with the terms of this Agreement.

Section 12. Indemnification
(a) Seller 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 Seller's breach of this Agreement, including without limitation, display or delivery of any Ad in breach of this Agreement or the specifications of a Listing.
(b) TRAFFIQ agrees to defend, indemnify and hold harmless Seller, 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 13. 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 Listing posting on the TRAFFIQ Exchange, Seller agrees to be bound by all of the terms and conditions of this Agreement.
(c) Seller represents and warrants that Seller has all necessary permits, licenses, and clearances to sell the Inventory represented in a Listing and to otherwise perform its obligations under this Agreement, subject to the terms and conditions of this Agreement, including any applicable Policies. TRAFFIQ represents and warrants that it and/or its Participating 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) Neither Party will 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, provided, however, that it is understood and agreed by Seller that TRAFFIQ is purchasing the Inventory on behalf of its Participating Buyers and will assign its rights with respect to the Inventory to the Participating Buyer that has submitting a Winning Bid and/or One-CLIQ Buy Price for a Listing. 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 Seller 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 Seller via e-mail at the e-mail address specified by Seller in its TRAFFIQ Seller 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.