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THIS ADVERTISING AGREEMENT ("Agreement") is entered into on this day by and between Affnet, LLC, a California LLC, as the party to provide advertising services hereunder (hereinafter the "Agency"), and the 'Customer', as the party purchasing advertising services hereunder, either on its own behalf or on behalf of others (hereinafter the "Customer"), said parties sometimes jointly hereinafter referred to as the "Parties" hereto. WHEREAS, Agency is in the business of placing advertising, ad banners, hyperlinks, text content, buttons, newsletters, email and/or other forms of advertisement ('Advertisement(s)') on the Internet, on behalf of its customers, including the Customer hereunder, which business is carried on by the Agency either through its own direct efforts, or by and through entering into arrangements and utilizing the services of other third-party Internet advertising providers ('Third-Party Providers'); and WHEREAS, Customer wishes to place one or more Advertisements on the Internet; and WHEREAS, Customer wishes to engage Agency to place Advertisements on the Internet and WHEREAS, Customer and Agency have agreed to the terms of the Advertising Insertion Order set forth above, and incorporated by reference herein; NOW, THEREFORE, as and for a good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to be legally bound as follows Definitions ~Advertisement~ means the graphic and / or text file(s) meeting the specifications contained in the Insertion Order(s). ~Agency~ Affnet, LLC, a California LLC which is the party agreeing to provide Internet advertising services herein. ~Agency Network~ means Agency affiliated group of third party Web Sites, email marketers, newsletter publishers, brokers, aggregators and other third parties which may host or publish Client Agency advertisement(s). ~Customer~ is the party who is seeking Internet advertising services from Affnet, LLC a California LLC, under this agreement, which advertising services are sought either on its own behalf of on behalf of third parties, including in some situations it own customers or clientele. ~Customer Web Site~ means the web site, or affiliated web sites and / or landing pages owned or operated by Client Agency which are being advertised throughout the Internet. ~Insertion Order~ means the attached Advertising Insertion Order (a material part of this contract) executed between Client Agency and Agency. ~Internet~ means the global network infrastructure of computers forming the network on which the World Wide Web resides and consisting of web sites, email message delivery and other means of communication via the network. ~Start Date~ means the first day an Advertisement may be displayed on the Agency Network. ~Stop Date~ means the last day an Advertisement may be displayed the Agency Network. ~Third-Party Providers~ means third parties who provide advertising, email, or other Internet advertisement transmission services, and upon whom Agency may call to host or publish the Customer's Advertisement(s) in order to fulfill this Agreement. Agency's use of any particular Third-Party Provider shall be at the Agency's sole discretion through independent contracts or orders between Agency and said Third-Party Providers ~Unit~ means a users completion of the act as defined by the Insertion Order. Advertising campaigns conducted on a cost per Unit (ex. acquisition of or action by a Visitor) basis are known as ~CPA~. ~User~ means any person accessing a Web Site, receiving electronic mail services or otherwise viewing and acting upon Customers advertisement on the Internet, including through the use of Third-Party Providers ~Web Site~ means an HTML document containing a set of information available via the Internet. 1. Advertising Services. 1.1 Customer hereby grants to Agency a nonexclusive, limited, revocable license to (i) market, display, perform, copy, transmit, and promote the Advertisement(s) in connection with its obligations hereunder (ii) market, display, perform, copy, transmit, and promote the Advertisement(s) to Third-Party Providers in connection with its obligations hereunder, and (iii) grant Third-Party Providers the right to market, display, perform, copy, transmit, and promote the Advertisement(s) on the Internet. 1.2 Upon acceptance by Agency of a properly completed Insertion Order, as provided herein, Agency shall place Customers Advertisement(s) on the Internet, including through the use of Third-Party Providers. 1.3 For the purposes of this Agreement, an Insertion Order shall be deemed to be properly completed upon acceptance of such order by Agency and the attachment of such order to this Agreement. Acceptance of such order shall in all cases be evidenced by the initialing of the Insertion Order by a duly authorized officer. If an Insertion Order has not been attached to this Agreement, or is not properly initialed on behalf of Agency, then this Agreement shall be of no force and effect, and Agency shall have no obligation to Customer hereunder. 1.4 The Agency sole obligation to Customer under this Agreement with respect to Advertisement(s) shall be to place such Advertisement(s) on the Internet, including through the use of Third-Party Providers. Accordingly, placement of Advertisement(s) shall be in the discretion of Agency and subject to the right of Agency or any Third-Party Provider to reject any particular Advertisement. 1.5 This Agreement does not include or require Agency to provide graphic or other advertising design services, or any other services relating to the content and appearance, of Advertisements to be placed under the auspices of this Agreement, but this Agreement is instead designed and limited in scope and intended to cover the placement, transmission, and promotion of electronic Advertisements rather than the design or creation of such Advertisements. This Agreement likewise does not cover Web Site development services, programming, or any other service other than those specifically described in this Agreement and in the Insertion Order. Any graphic design services, Web Site development services, programming services, or other similar services not specifically provided for in this Agreement, if desired by Customer from Agency, must be contracted for separately. 2. Advertising Restrictions and Conditions; Reserved Rights. 2.1 Agency expressly reserves the right to: (i) refuse any advertising request, cancel any Advertisement, or change any Advertisement that does not completely conform to every material detail, instruction, method, and guideline set forth in the Insertion Order; (ii) refuse any Advertisement that does not arrive 48 hours prior to the Start Date; (iii) refuse or cancel the use of any Advertisement that it deems, in its sole and absolute discretion, inappropriate for any reason or no reason; (iv) refuse at any time to print or mail any copy, photograph or illustration of any kind that it believes, in its sole and absolute discretion is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, pornographic, tends to ridicule or embarrass, is in bad taste, or which in its reasonable discretion is an infringement on a trademark, trade name, or copyright belonging to others; (v) refuse any advertising request, cancel any Advertisement that is or can be hosted by any directly or indirectly competitive network; (vi) refuse or cancel any Advertisement which redirects traffic to a Web Site other than the site specifically identified in the Insertion Order; (vii) refuse or cancel any Advertisement which on its face asks Users to take advantage of other or additional offers or advertisements not specifically identified in the Insertion Order. 2.2 Customer shall provide all creative materials required for hosting the offer, including but not limited to: Banners, language/text for suggested promotional e-mail text, links, and any other creative content as needed, including, but not limited to the use of alternative Text Based Creative. 2.3 Any Advertisement rejected by Agency may be replaced by Customer; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Advertisement that it is to replace. Agency shall notify Customer of the rejection of any Advertisement, and shall have no liability to Customer for any such rejection. Further, Agency shall have no liability to Customer for failure to place any Advertisement on any particular portion of the Agency Network. 3. Auditing and Tracking of Campaigns. 3.1 Customer acknowledges that Agency requires a tracking system that will serve as the verifiable log of responses for computing billing amounts and as the reporter of registrations by URL, Origin ID, or Affiliate ID code. Unless otherwise agreed, Agency will host the Advertisement and provide the tracking solution to the client under the terms of a separate agreement for the design and implementation of such tracking. In the event that Customer hosts the Advertisement, Agency shall have the right to place tracking code on Customers Web Site as may be required to track and provide estimated live statistics for Agency affiliates. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Agency before any advertising or ad-serving will be provided by Agency. 3.2 Customer shall provide a weekly and a months end summary report reflecting the exact number of Units delivered. The Agency, in its reasonable discretion and by consultation with Customer, will determine the form of said reports. Customer agrees to pay for any over delivery of ~Units Ordered~ under the terms of this agreement of an amount no greater than a 10% over delivery. 3.3 Agency has the final responsibility for the determination of Units delivered. In the event that Customer disagrees with any such determination, it should immediately send Agency a written request for review; Agency will then provide Customer with a reviewed audit of the numbers. In the event that Customer further disagrees with the reviewed audit numbers, Customer has the right, at its expense and for the sole purpose of ensuring compliance with the Agreement, to conduct its own reasonable audit of Agency records of Units delivered. Any such audit may be conducted upon twenty (20) business days prior written notice provided that such audits shall not be made more frequently than once every six (6) months. Agency will maintain commercially reasonable records of Units delivered during the term of the Agreement and for one (1) year following termination of the Agreement. 3.4 In connection with all CPC and CPM campaigns, in the event that there is a shortfall in Impressions or Click-Throughs as of the Stop Date, Agency may, through comparable Web Sites, provide, as Customers sole remedy, ~make good~ Impressions until the number of Impressions or Click-Throughs stated in the Insertion Order is achieved. 3.5 In connection with all CPC and CPM campaigns, in the event that the number of Impressions or Click-Throughs stated in the Insertion Order is achieved prior to Stop Date, Agency may, at its option, discontinue the display of Advertisement(s) on the Internet, including through the use of Third-Party Providers. 4. Payment. 4.1 Customer shall pay Agency in Advance for all advertising. In those specific circumstances where credit is provided, Customer shall pay Agency for Units delivered within seven (7) days of the date Customer receives an invoice or tracking statement from Agency. Generally speaking, Agency shall provide such invoice and tracking statement for a seven (7) day period ending on a Friday midnight. In the event that Agency does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within seven (7) days from the date the invoice was sent to Customer, the invoice will be deemed valid and payable and may not thereafter be disputed. Customer specifically agrees that this provision is reasonable and that Agency will rely upon this provision in making payments to participants on the Internet, including Third-Party Providers. 4.2 In the event that Customer fails to pay amount due in the invoice, Agency may immediately remove any Advertisement from the Internet. 4.3 In the event that Agency has not received payment in full within seven (7) days of the due date, Customer shall pay Agency an additional one and one-half percent (1.5%) of the outstanding balance per month, or the maximum amount allowable under California law, whichever is less, until the outstanding balance is paid in full. 4.4 In the event that Agency must incur expenses related to collection of any outstanding balance and/or late fees, Customer shall immediately pay Agency reasonable expenses associated with said collection, including, without limitation, reasonable attorneys and collection agency fees. Agency, in its sole discretion, may remove the Advertisement from the Internet and/or terminate this Agreement immediately if Customer fails to pay any amount due hereunder. 4.5 For campaigns where confirmation from the consumer may be received after the lead registration date, leads generated during the campaign will continue to be sent to the Customer for up to ten (10) days following the Stop Date. These leads, generated during the term of the campaign, although sent to the Customer after the campaign has ended, are included in the campaign and will be billed accordingly. 4.6 In the event that Customer uses names/email addresses that have not been ~Verified~ or ~Confirmed~ or ~Double-Opted-In~ in its marketing program, Customer will also pay the fee for such leads. Agency will have the right to ~seed~ the names/email addresses provided to client with fictitious test names (which will not complete the verification process) in order to assure compliance with this provision. 5. Term, Termination, Payment of Minimum Contract Price. 5.1 This Agreement shall continue for the term set forth in the Insertion Order, provided that either party may terminate this Agreement upon seven (7) business days prior written notice. 5.2 The foregoing notwithstanding, the Agency reserves the right to terminate this Agreement immediately, in its sole and absolute discretion, should any of the following events occur: (i) where Agency, in its sole discretion, determines that the Advertisement is not generating sufficient response to continue to offer it to Third-Party Providers; or (ii) where Customer violates the payment terms set forth in Section 4. 5.3 Should the time period between the Start Date and the Stop Date set forth in the Advertising Insertion Order, to which this Agreement is attached, be for a period of longer than 90 days, then and in that event, the Parties hereto agree that either party hereto may, in its sole and absolute discretion, and without cause, terminate this Agreement upon 30 days' written notice to the other party, where more than 30 days remains as the effective time period of this Agreement. 6. Representations and Warranties/Non-Solicitation. 6.1 Customer represents, warrants, and agrees that the party signing on its behalf has the full corporate right, power, and authority to enter into this Agreement and agrees to indemnify Agency for and hold Agency harmless from any damage resulting from breach of this warranty. 6.2 During the term of this Agreement and for six (6) months hereafter, Customer shall not knowingly solicit any on-line publisher, website, or email provider that is affiliated with Agency. In the event that Customer does so directly contract with such affiliate or in any other way violates this Agreement then Customer shall pay Agency an additional commission equal to what the Agency would otherwise have earned had Customer not violated this section 6.2. 7. ADVERTISING SOLD ~AS IS~ AND WITHOUT ANY WARRNTIES WHATSOEVER. THE ADVERTISING AND OTHER SERVICES PROVIDED BY THE AGENCY HEREIN, THEIR USE AND THE RESULTS OF SUCH ADVERTISING, ARE ALL PROVIDED "AS IS." AGENCY MAKES AND HAS MADE NO WARRANTIES, EXPRESS OR IMPLIED, AND PROVIDES AND HAS PROVIDED NO GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, TO CUSTOMER, EXCEPT AS EXPRESSLY SET FORTH HEREIN. AGENCY EXPRESSLY DISCLAIMS ANY WARRANTY WHICH MIGHT OTHERWISE BE IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. AGENCY DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES, OR THE ABILITY TO CONVERT ANY ADVERTISING TRANSMITTED PURSUANT TO THIS AGREEMENT, OR THE RESPONSES THERETO, INTO SALES. AGENCY MAKES NO REPRESENTATION WHATSOEVER WITH RESPECT TO THE POTENTIAL FOR ANY SALES BEING PROCURED AS A RESULT OF THE ADVERTISING SERVICES PROVIDED HEREUNDER. AGENCY DOES NOT WARRANTY OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF ANY RECIPIENT OF OR RESPONDENT TO THE ADVERTISING. AGENCY DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE, OR SCREEN DESIGN WITH THE REQUESTED ADVERTISING SUBMITTED. ALL ORDERS ARE CONTINGENT UPON AGENCY'S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS, AND THE AGENCY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY FAILURE TO LOCATE A THIRD-PARTY PROVIDER WILLING TO ACCEPT THE ADVERTISEMENT OR PROMOTE, DISPLAY, OR OTHERWISE TRANSMIT THE ADVERTISEMENT, AND, FURTHER, AGENCY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. AGENCY UNDERSTANDS AND AGREES THAT IT IS REQUIRED TO MAKE A GOOD FAITH EFFORT TO MEET SCHEDULED DELIVERY AND ON-LINE DATES, BUT MAKES NO GUARANTY AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SUCH DATES. 8. Limitation of liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER HEREUNDER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR WHERE SUCH DAMAGES ARE OTHERWISE FORESEEABLE) ARISING FROM ANY BREACH OF THIS AGREEMENT. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIABILITY OF THE AGENCY TO CUSTOMER FOR ANY CLAIMED BREACH OF THIS AGREEMENT SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO AGENCY UNDER THIS AGREEMENT. THIS SAME LIMITATION SHALL ALSO APPLY TO ANY OTHER CLAIM BY CUSTOMER AGAINST AGENCY ARISING FROM ANY ASPECT OF THIS AGREEMENT, OR ANY CLAIMED ACT OR OMISSION OF AGENCY HEREUNDER. AGENCY SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY "LOST PROFITS" OR OTHER SIMILAR CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES SOUGHT BY CUSTOMER HEREAFTER OR FOR ANY OTHER DAMAGES BEYOND A REFUND OF THE AMOUNTS PAID BY CUSTOMER TO AGENCY HEREUNDER. AGENCY SHALL IN NO EVENT BE LIABLE OR RESPONSIBLE FOR ANY ACT, BREACH, OR OMISSION, OF ANY NATURE WHATSOEVER, OF THE THIRD-PARTY PROVIDERS WHO AGENCY MAY UTILIZE FOR PLACEMENT, DISPLAY, OR TRANSMISSION OF THE ADVERTISEMENTS OR ADVERTISING SERVICES WHICH ARE THE SUBJECT OF THIS AGREEMENT. NO ACTION, SUIT, OR PROCEEDING SHALL BE BROUGHT BY CUSTOMER OR ANYONE ACTING ON CUSTOMER'S BEHALF OR AS AN ASSIGNEE OR SUCCESSOR IN INTEREST TO CUSTOMER, AGAINST THE AGENCY, FILED MORE THAN ONE YEAR AFTER THE STOP DATE REFERENCED IN THE ADVERTISING INSERTION ORDER TO WHICH THIS AGREEMENT IS ATTACHED. 9. Indemnification. 9.1. Each party shall defend, indemnify, and hold the other party and its officers, directors, agents, affiliates, distributors, franchisees, and employees harmless from and against any and all third party claims, losses, damages, actions, liabilities, expenses, or costs (including, without limitation, reasonable attorney fees) arising out of any claim, demand, action, suit, investigation, arbitration, or other proceeding by a third party out of the indemnifying parties material breach of any duty, representation or warranty. 9.2. Customer is solely responsible for any legal liability arising out of or relating to (i) the Advertisement and/or (ii) any material to which a User can link through the Advertisement, provided that such Advertisement has not been altered or modified in any material way by Agency. Customer shall indemnify, defend, and hold harmless Agency and its officers, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys~ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (a) for libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Advertisement, including, without limitation, any action brought pursuant to anti-spamming legislation, or any other legislation related to Internet advertising or electronic advertising, or electronic commerce passed by any local, state, or federal government, foreign government, or other jurisdiction, and Customer further agrees to indemnify and hold Agency harmless from any litigation resulting from any emails that have been sent on behalf of the Customer, whether sent directly by Agency, or by a Third-Party Provider of Agency; (b) arising out of any material breach by Publisher of any duty, representation or warranty under this Agreement; (c) arising out of any breach by Agency of any duty, representation or warranty under agreement to place the Advertisement on the Internet due to any breach by Customer of this Agreement, or (d) relating to a contaminated file, virus, worm, or Trojan horse originating from the Advertisement. 9.3. The Indemnified Party, with the Indemnifying Party and its counsel in the defense, shall have the right, but not be required, to participate fully, at its own expense, in the defense of such Action. If a dispute arises over whether the party requesting indemnification hereunder is so entitled, the party requesting indemnification shall be free, without prejudice to any of such parties rights hereunder, to compromise or defend (and control the defense of) such Action. Any compromise or settlement of an Action shall require the prior written consent of both parties hereunder; such consent will not be unreasonably withheld or delayed. 10. Arbitration. In the event of any dispute, claim, question, or disagreement between the parties arising from or relating to this Agreement or the breach thereof, the parties shall use the following procedure: (a) A meeting shall be held within seven (7) days of request among the parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. (b) If the parties have not succeeded in negotiating a resolution of the dispute at such meeting, or any extension thereof to which they shall mutually agree, the parties agree that such dispute, claim, question, or disagreement arising out of or relating to this Agreement or the breach thereof, shall be submitted to binding arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by such binding arbitration may be entered in any court having jurisdiction. The losing party shall pay all fees of the arbitration, as well as the fees incurred by the successful party, which determination shall be part of the award of the arbitration. 11. General. 11.1 Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Agreement or to exercise any right under the Agreement will not be construed as a waiver or relinquishment to any extent of such parties right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect. 11.2 Force Majeure. Neither party shall be liable for, or considered in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such parties reasonable control and which such party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of any Third-Party Provider to display or place an Advertisement); provided that the non-performing party gives reasonably prompt notice under the circumstances of such condition(s) to the other party. 11.3 Independent Contractors. The parties to the Agreement are independent contractors. Neither party is an agent, representative, partner, employee, or joint venture of the other party. Neither party will have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other party. The Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either part 11.4 Survival. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. 11.5 Construction: Severability. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. Further, that all provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect. 11.6 Remedies. Except as otherwise specified, the rights and remedies granted to a party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. 11.7 Entire Agreement. The Agreement includes any attached Insertion Order(s) as a material part. The Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the parties with respect to the transactions set forth herein. Neither party will be bound by, and each party specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of the Agreement (whether or not it would materially alter the Agreement) and which is proffered by such party in any correspondence or other document, unless the party to be bound specifically agrees to such provision(s) in writing. 11.8 Amendment. No change, amendment, or modification of any provision of the Agreement will be valid unless set forth in a written instrument signed by both parties. 11.9 Assignment. This Agreement will be fully binding upon, and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. 11.10 Headings. The captions and headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of the Agreement. 11.11 Counterparts. The Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. 11.12 Governing Law: Jurisdiction and Venue. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without regard to any conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of California situated in Los Angeles, Los Angeles County, California, and the federal courts situated in the United States District Court for the District of California, located in Los Angeles County, California, in connection with any state or federal action arising under this Agreement. 11.13 Notice. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by registered or certified mail (return receipt requested), or recognized national overnight courier service, or delivered personally, to the following addresses (or at such other address for a party as shall be specified by like notice: If to Agency, to the attention of both the CEO and General Counsel, each at the address of: Affnet, Inc. 4695 MacArthur Court, Suite 1100 Newport Beach, CA 92660 FAX: 949-480-9285 If to Customer, to the executive and address set forth on the registration page, upon submission of this form, the parties have caused this Agreement to be duly executed as detailed above. I agree with Terms and Conditions
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