Standard Terms and Conditions for Publisher Network

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the publisher set forth in the Insertion Order (collectively, "Publisher") and shall govern the Insertion Order, superseding all terms therein except for those relating to advertisement scheduling, placement and pricing. All Insertion Orders are subject to acceptance by STE Marketing Solutions, Inc. The Standard Terms and Insertion Order shall be collectively known as the "Agreement."

1) Agreement

a) Term and Termination. The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order or such later date as the parties may agree in writing. Either party may cancel this agreement within 24 hours written notice. Start and finish dates must be adhered to in all instances. STE Marketing Solutions, Inc. will not be responsible, nor be obliged to pay for runs before the "start date" & after the "end date".

2) Billing

a) Terms of Payment. Both STE Marketing Solutions, Inc. and Publisher understand and agree that payment will be made by STE Marketing Solutions, Inc. for all valid accepted leads within thirty (30) days from the end month, for all amounts due to the Publisher for which STE Marketing Solutions, Inc.  has received payment from advertisers.

1) Both Parties understand that final billable numbers will be confirmed by STE Marketing Solutions, Inc.’s Publisher Account Administration Tool provide by STE Marketing Solutions, Inc. and that numbers will not be finalized until receiving written notification.

3) Delivery

a) Lead rejection. Leads will be validated and checked for duplicate entry. Invalid or duplicate leads will be rejected or returned. Leads must be sent via the format and method specified in the publisher administration area.

b) Lead caps. Lead caps will be strictly enforced. Any leads delivered over the amount specified in the Insertion Order will be rejected or returned.

4) Publisher Responsibilities and Limitations.

a) Publisher warrants that its Web Site shall not 1) contain or promote sexually explicit materials; promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of STE Marketing Solutions, Inc.; 2) promote illegal activities or violations of the intellectual property rights of others; 3) promote activities generally understood as Internet abuse, including but not limited to the sending of unsolicited bulk electronic mail; and, 4) shall not be advertised or promoted through the use of unsolicited bulk email, or allow Company members or customers to engage in similar activities through Company's Web Site, including those activities prohibited by this agreement.

b) Publisher is solely responsible for the development, operation, and maintenance of the Publisher's Web Site and for all materials that appear on Company's site including maintenance of STE Marketing Solutions, Inc. 's advertising placements.

c) Leads must be generated by an approved creative in a non-incentivized manner only. Non-compliance with this Agreement will result in loss of all revenue on a campaign.

d) Advertisement may only run on URL specified in this IO. If any other URL is to be used, specific written authorization must be given, prior to placement on URL. Violation of this rule will result in loss of ALL revenue on this campaign.

e) Publisher may not circumvent the relationship of STE Marketing Solutions, Inc. and its advertising partners without express written permission from a qualified STE Marketing Solutions, Inc. representative.

5) Warranties and Liability

a) Indemnification. Both parties agree to indemnify, defend and hold each other and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from or relating to this Agreement.

b) Confidentiality. During the term of this Agreement, and until such time as the "Confidential Information" (as defined below) is no longer protected as a trade secret under Florida law, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, the advertisement before publication, and the terms of the Insertion Order. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.


6) E-mail Marketing Policy/CAN-SPAM Compliance.

a) Publisher represents and warrants that, at all times, it will comply with all applicable state and federal laws, rules and Federal Trade Commission enabling regulations (including the CAN-SPAM Act of 2003, as amended from time to time), with respect to e-mail marketing. Publisher acknowledges that any failure to comply with this E-mail Marketing Policy may, in our sole discretion, result in the immediate termination of its Publisher status and the forfeiture of any and all rights to any Commissions owed to the Publisher by STE Marketing Solutions, Inc.

b) Without limiting the generality of the foregoing, when performing e-mail marketing of any kind and on behalf of any Advertiser, Publisher represents and warrants that Publisher shall: A. deliver commercial e-mail only to those recipients: i) who have given Publisher direct and/or explicit consent to receive e-mail advertising from Publisher, as defined under applicable law, and have not revoked such consent as of the date that the commercial e-mail was transmitted to such recipient; or (ii) with whom Publisher has a preexisting business relationship, as defined under applicable law, and have not unsubscribed to receive e-mail advertising as of the date that the commercial e-mail was transmitted to such recipient; B. refrain from falsifying e-mail header and transmission information (including, without limitation, source, destination and routing information); C. not use any subject or from line that is materially false or misleading; D. refrain from seeking or obtaining unauthorized access to computers for the purpose of sending any and all commercial e-mail; E. include within all commercial e-mail sent: a valid street address for both Publisher and the advertiser (if any); a clear and conspicuous identification that the e-mail message is an advertisement or solicitation; a clear and conspicuous opt-out notice and functional opt-out mechanism; and process unsubscribe requests within five (5) days; F. comply with all legal obligations with respect to unsubscribing consumers from Publisher's e-mail mailing lists; G. at least once a week, scrub the Publisher Database against the Client suppression list that will be made available on the Program Website, subject to the provisions contained in Section 8a. herein below; and H. immediately notify STE Marketing Solutions, Inc. in the event that any complaint, investigation and/or litigation ensues concerning Publisher's e-mail practices (whether or not such complaint, investigation and/or litigation relates to Publisher's relationship with STE Marketing Solutions, Inc.).

7) Trademarks.

a) Each party grants the other party a non-exclusive, non-transferable, revocable, royalty-free license to use its trademarks, logos, trade names and the other similar identifying material that it provides (collectively, the Marks), solely in connection with establishing STE Marketing Solutions, Inc. Promotional Features and for promoting, advertising, marketing and publicizing the relationship between the parties for the duration of this contract. Any use by one party of the other party's Mark(s) must be submitted to the other party in advance for approval, which approval shall be within the sole discretion of the owner of the Mark. Each party agrees not to alter, modify or change the other party's Mark(s) in any way. Each party agrees not to use the other party's Mark(s) in any manner that is disparaging or that otherwise portrays the other party in a negative light. Any rights not expressly granted herein are hereby reserved.

8)       Data Ownership.

a) All leads purchased by STE Marketing Solutions, Inc. from Publisher become the sole property of STE Marketing Solutions, Inc. and its advertiser and may not be resold or remarketed to for any purpose.

9) Construction.

a) No term or condition other than those set forth in the Standard Terms or in the Insertion Order relating to advertisement scheduling and pricing shall be binding on STE Marketing Solutions, Inc. unless in writing signed by duly authorized representatives of the parties. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted, including Publisher's insertion order, and Publisher hereby disclaims any terms therein, except for terms therein relating to scheduling and pricing.

10) Dispute Resolution

a)    The validity of this agreement and each of its terms and provisions, as well as the rights and duties of the parties under this agreement, shall be construed pursuant to and in accordance with the law of the State of Florida, without giving effect to principles of conflicts of law. Any legal action, court proceeding, or arbitration, to construe or enforce this agreement or otherwise to resolve any dispute between the parties based on this agreement, shall be commenced and maintained in an appropriate court or other forum in the State of Florida. Publisher shall make no public announcement regarding the existence or content of the Insertion Order without STE Marketing Solutions, Inc.'s prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

**If STE Publisher Ts and Cs are unacceptable to publishing party an insertion order (IO) mutually agreed upon by both parties will supercede the aforementioned terms and conditions.