DELIVERY OF BANNERS. The GeoCommunityÔ , owned and operated by GeoComm International Corporation (GeoComm), shall deliver Advertiser’s Banners to users accessing Pages in accordance with the Service Terms, this insertion order and such other specifications to be determined solely by GeoCommunityÔ (collectively, the "Agreement"). Advertiser hereby grants GeoCommunityÔ a non-exclusive, worldwide license to use Banners on the Service pursuant to this Agreement.

PAYMENT. Advertiser shall pay GeoComm within thirty (30) days upon Advertiser’s receipt of GeoComm’s invoice. If Advertiser fails to make payment within thirty (30) days from receipt of invoice, GeoComm, in addition to other remedies, shall have the right to immediately remove Banners from the Service without any obligation to Advertiser or claim against GeoComm for such removal. Advertiser cannot cancel or receive refunds for any Banners which have run or orders which have been placed unless cancelled four (4) weeks prior written notice to GeoComm and after such orders are fifty percent (50%) completed. Advertiser agrees that if Advertiser cancels or changes its order as provided above, any discount granted may be rescinded or adjusted, and Advertiser may be charged at the full card rate then in effect.

CLOSING. GeoCommunityÔ will make every effort to begin ad circulation within 24 hours of receipt of your ad banner unless a specific start date and time are specified during the ad reservation.

EARNED RATES. Rates are based on the number of ad impressions used within the contract. Credit will be given against current accounts to those advertisers who increase their volume during the course of the contract year. Conversely, those advertisers and/or agencies not able to fulfill contracts during the contract year will be subject to the differences in the billing rate. (Short rates apply.)

RATE ADJUSTMENTS. GeoCommunityÔ reserves the right to make necessary rate adjustments in its advertising schedule. An advertiser who does not complete a committed schedule will be subject to short rate. If GeoCommunityÔ is unable to deliver the contracted number of ad impressions, the billing difference will be refunded or applied to future advertising.

ADVERTISING PLACEMENT POLICY. All premier ads are placed in the banner position on all pages. Premier banner ads are defined to be located near the top of an HTML document and visible when the document is first displayed. Other banner placement options are available and are priced accordingly (please refer to rate structure). In the event GeoCommunityÔ is unable to fulfill the frequency (volume) of contracted banner placements, GeoCommunityÔ will adjust fees on a pro-rated basis.

EXCLUSIVITY. GeoCommunityÔ defines exclusivity as purchasing 100% of available inventory plus growth for a specfic page, set of pages, or thematic section of the GeoCommunity Web Site. Minimum buy is 3 months.

ADVANCED BOOKING. Orders may be booked 3 months in advance of the start date. Orders with start dates beyond three months will not be accepted.

ADVERTISER'S OBLIGATIONS AND REPRESENTATION. Advertiser shall be solely responsible for all costs it incurs in connection with the Service associated with the terms of this Agreement, including, without limitation, expenses associated with creating, updating and otherwise managing Banners, delivering Banners to the Service and establishing and maintaining links between Banners and Web sites and areas outside the Service (collectively, "Advertiser's Web Content"). Advertiser warrants and represents at all times that Advertiser owns and/or has the right to permit the use of the Banners by GeoCommunityÔ and that neither the Banners nor the Advertiser’s Web Content will infringe the rights of any third party or violate any foreign or domestic federal, state or local law or regulation. Advertiser agrees that it shall be solely responsible for any liability arising out of the Banners, or Advertiser’s Web Content. In furtherance of the foregoing, Advertiser agrees to indemnify and hold GeoComm and Service Participants harmless from and against any losses, costs, damages or expenses (including reasonable attorneys’ fees) resulting from claims or actions arising out of or in connection with Banners or Advertiser's Web Content or Advertiser’s breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity.

GEOCOMMUNITYÔ RIGHTS. GeoCommunityÔ shall have the right to approve the form and content of all Banners and no changes shall be made to any Banners without GeoCommunityÔ ’s consent. GeoCommunityÔ shall have the right to refuse to include in the Service, and to remove from the Service without notice, any Banner that GeoCommunityÔ determines does not meet the Service’s standards or comply with the Service Terms or any Banner linking to Advertiser's Web Content, which content GeoCommunityÔ deems unlawful or inappropriate in its sole discretion. GeoCommunityÔ may use the Advertiser’s name and Banners to promote the GeoCommunityÔ in all media and to use information concerning Pages, Impressions and users for GeoCommunityÔ 's own use and for use in connection with the Service, provided GeoCommunityÔ does not reproduce Banners without Advertiser's prior consent.

NO WARRANTY/LIABILITY. GEOCOMMUNITYÔ MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE TYPE OR NUMBER OF SERVTCE PARTICIPANTS OR THE TYPE OR NUMBER OF PAGES WHICH WILL BE ACCESSIBLE THROUGH THE SERVICE. GEOCOMMUNITYÔ SHALL NOT BE LIABLE FOR ANY SERVICE PARTICIPANTS NOR FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURRED BY ADVERTISER IN CONNECTION WITH ADVERTISER'S PARTICIPATION IN THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER’S BANNERS. IN NO EVENT SHALL GEOCOMMUNITYÔ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR REI.ATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT GEOCOMMUNITYÔ HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL GEOCOMMUNITYÔ 's LIABILITY EXCEED THE TOTAL AMOUNT PAID TO GEOCOMMUNITYÔ BY ADVERTISER HEREUNDER.

MISCELLANEOUS. Advertiser shall hold this Agreement in confidence and shall not sell, transfer or assign this Agreement without GeoCommunityÔ ’s prior written consent. Advertiser shall not have, nor claim, any right, title or interest in or to any Pages, the Service or any elements thereof (including, without limitation, the grant of a license in or to the Service or any software, source codes, modifications, updates and enhancements thereof or other aspect thereof). The name "GeoCommunityÔ " or any derivatives thereof, or any other trademarks and logos owned or controlled by GeoCommunityÔ and made available through the Service or otherwise. Each party hereto shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. This Agreement represents the entire understanding between GeoCommunityÔ and Advertiser regarding GeoCommunityÔ 's services and supersedes all prior agreements. No waiver, modification or addition to this Agreement shall be valid unless in a writing signed by the parties. The foregoing shall not limit GeoCommunityÔ ’s right to waive, modify or make additions to the Service Terms. The Service Terms, as in effect from time to time, are hereby incorporated in this Agreement and made a part hereof as if set forth in full. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida and jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the federal and state courts within the State of Florida.

DEFINITIONS. "Banner" is defined as Advertiser’s advertisement and its contents which appears on a Page. "Impression" is defined as occurring each time a Banner appears on a Page, resulting from a user accessing or visiting such Page. "Page" is defined as a page in a Service Participant’s Web site that is linked to the Service pursuant to the Service Terms. "Service" is defined as the GeoCommunityÔ service or other related service, owned, operated or distributed by GeoComm or any subsidiary that delivers banners to Web site pages linked to the Service upon users accessing or visiting such page. "Service Participant" is defined as the companies, entities and individuals accepted by GeoCommunityÔ which supply the Pages to receive banners as part of the Service. "Service Terms" is defined as the guidelines, terms and conditions in effect and established by GeoCommunityÔ from time to time which govern the Advertiser's and Service Participants' use of the Service.