Advertising Banner campaigns on ACTION On-line Networks are placed thru ACTION On-Line. Advertiser acknowledges that the sole obligations of ACTION On-line are to display an advertising banner (the "Banner") from Advertiser which conforms to the Specifications set forth elsewhere in this Banner Media Kit. Advertiser will enter into this contract by placing an Insertion Order (the insertion order and these General Terms and Conditions are referred to collectively herein as the "Agreement"). In this regard, Advertiser agrees that (i) ACTION On-Line has the right to market, display, perform, transmit and promote the Banner, and (ii) users of ACTION On-Line's services have the right to access and use the Banner and any content and/or services directly linked to the Banner (the "Advertiser Web Content").

All advertising will be invoiced in advance, and payment in full is due upon acceptance of contract by placing an Insertion Order. Advertiser understands that once the Banner is made available there shall be no refunds or proration of rates even if Advertiser elects to discontinue display of the Banner prior to expiration of the advertising term, except as expressly provided below. Orders are accepted subject to the terms and provisions of the current pricelist. Advertising prices set forth in the pricelist are subject to change; any price changes will apply to any additional advertising services requested by Advertiser after such price change.

Advertiser and/or its agencies understand that any discounts given are based on the Advertiser's commitment to fulfilling this Agreement. If, for any reason, this frequency or volume is not met by the time of expiration or cancellation of the Agreement, Advertiser agrees to pay a short rate charge on all ads run based on the applicable pricelist for the actual frequency or volume completed.

UNDER NO CIRCUMSTANCES SHALL ACTION On-Line BE LIABLE TO THE ADVERTISER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT ACTION On-Line HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN. ACTION On-Line SHALL IN NO EVENT BE LIABLE TO ADVERTISER FOR MORE THAN THE TOTAL AMOUNT PAID TO ACTION On-Line BY ADVERTISER HEREUNDER. ACTION On-Line MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ACTION On-Line'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ACTION On-Line SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE BANNER AND (II) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE BANNER WITHIN ACTION On-Line'S WEB SITE.

Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Banner and/or (2) the Advertiser Web Content. Advertiser represents and warrants that the Banner complies with ACTION On-Line's advertising standards; and that Advertiser holds the necessary rights to permit the use of the Banner by ACTION On-Line for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Banner will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify ACTION On-Line and to hold ACTION On-Line harmless from any and all liability, loss, damages, claims, or causes ofction, including reasonable legal fees and expenses that may be incurred by ACTION On-Line, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties.

ACTION On-Line reserves the right to reject any advertising which is not consistent with ACTION On-Line's standards. In addition, ACTION On-Line shall have the right, at any time, to remove any of Advertiser's advertising if ACTION On-Line determines, in its sole discretion, that the Banner, Advertiser Web Content or any portion thereof (i) violates ACTION On-Line's then applicable advertising policy, or (ii) is otherwise objectionable to ACTION On-Line, in which event ACTION On-Line shall refund to Advertiser a pro rata portion of the fee which Advertiser has paid to ACTION On-Line for display of the Banner (if Advertiser has paid ACTION On-Line a flat fee).

ACTION On-Line and Advertiser are independent contractors, and neither ACTION On-Line nor Advertiser is an agent, representative or partner of the other. ACTION On-Line may terminate this Agreement at any time in the event of material breach of this Agreement by Advertiser. This Agreement sets forth the entire agreement between Advertiser and ACTION On-Line, and supersedes any and all prior agreements (whether written or oral) of ACTION On-Line and Advertiser with respect to the subject matter set forth herein; provided, however, that all pricing will be governed by ACTION On-Line's then-current pricelist, whether in print or electronic form. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement shall be interpreted, construed and enforced in all respects in accordance with laws of the State of Missouri, without regard to the actual state or country of incorporation or residence of Advertiser. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the cour of the State of Missouri and the federal courts situated in the State of Missouri in connection with any action arising under this Agreement. Advertiser may not assign this Agreement, in whole or in part.