1. membership in Rydium's network of news and information website publishers (the "Rydium Network");
2. the receipt of advertising materials and linked URLs ("Creative") from Rydium's advertising customers ("Advertisers"); and
3. for certain Rydium serving, tracking and reporting services with respect to advertising campaigns ("Campaigns") displaying the Creative on Publisher's website identified in the application form ("Website" and each webpage within such Website is a "Webpage").

a) Membership: Membership in the Rydium Network and affiliation with Rydium is subject to prior approval of Rydium. Rydium reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause, including without limitation, based on the primary language of the Website. Approval of membership in the Rydium Network is limited only to the specific root URLs for which Publisher has applied for approval on the application form. Rydium reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, including without limitation for a breach of any of the Publisher's representations and warranties set forth in 1(b) below, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted.

b) Publisher Representations and Warranties:

Publisher represents and warrants that:

1. It is the owner of all right, title and interest in, or is validly licensed to use, the entire contents and subject matter and Intellectual Property Rights (as defined below) contained in or displayed on the Website and the domain name(s) for the Website;



2. The Website is free of any "worm", "virus" or other destructive programming or device that could impair or injure any data, computer system, software, property, person or entity;



3. The Website does not violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;



4. The Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity;



5. The Website does not and will not infringe any Intellectual Property Rights or other proprietary rights;



6. The Publisher and the Website do not produce or provide any adult content, including without limitation, any content that is in violation of applicable obscenity and child pornography laws;



7. The Publisher and the Website do not engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking;



8. The Website is not, and will not be at any time during a Campaign, under construction, hosted by a free service or constitute a personal home page;



9. The Webpages where Content will be served and the Campaigns run shall not contain forums, discussion boards, chat rooms or other interactive user participation areas;



10. Publisher shall not engage in any restricted activities described in this Agreement; and



11. Publisher has the right to grant to Rydium and the Advertisers, and does hereby grant, the right and license to transmit to, display and track the Creative and Campaigns on the Website.

For the purposes of this Agreement, "Intellectual Property Rights" means all world-wide intellectual and industrial property rights, whether existing now or in the future, including without limitation copyrights, trade-marks, patents, inventions, industrial designs, trade secrets and information of a confidential nature, and all registrations and applications therefore.

c) Website Changes: To ensure compliance with this Agreement, Publisher agrees to notify Rydium in writing immediately of any material change to the content or design of the Website after the Publisher's application for membership. Rydium prefers that you notify it ahead of time of any material changes in Website content or design. Notices of changes should be sent to us through our online form or through our Affiliate feedback form found in the Affiliate's system. Publisher agrees that any such changes shall be subject to this Agreement and the Publisher's representations and warranties set forth in Section 1(b) shall remain true and correct at all times after the execution of this Agreement.

d) Website Traffic:

Rydium reserves the right to terminate Publisher's membership in the Rydium Network and this Agreement immediately should either

1. The number of impressions delivering the Creative on the Website total less than 2,500 per calendar month, or
2. The unique Click Through Rate (as defined below) equals .15% or less for any fourteen (14) consecutive calendar day period, or
3. Publisher's Website traffic falls below the minimum threshold established by Rydium from time to time.

Rydium reserves the right to change the minimum Click Through Rate at any time in response to market pressures. For the purposes of this Agreement, "Click Through Rate" means the number of times the Creative is clicked by a visitor on the Website compared to the number of times the Creative is displayed.

e) Default Advertisements: Rydium may not be able to fill 100% of Publisher's advertising requests sent to Rydium's servers with paying Creative from Advertisers. Rydium provides free Publisher-defined default advertising redirects expressly for this reason. Publisher-defined default advertisements must adhere to the content rules outlined for all Rydium Advertisers and the representations and warranties in section 1(b) above. Publishers found using default ads that violate the content rules of the Advertiser Agreement, which is hereby incorporated by reference into this Agreement, will be removed from the Rydium Network. If Publisher chooses not to specify a default redirect advertisement, Rydium will display the 'house' ads on Publisher's Website when paid Creative is unavailable. Rydium may display 'house' ads on any Publisher's Website when technical difficulties require it. Under no circumstances does Rydium guarantee to provide Publisher with any minimum paid Content to a Website.

f) Placement: Creative may not be placed on any root URL or Website not specifically approved for membership within the Rydium Network. All banner Creative must be placed within 500 pixels of the top of the Webpage (above the page scroll/fold). Rydium pop-under windows cannot be launched in conjunction with any other pop-under. Publisher shall not place Creative on blank Webpages, on Webpages with no content, on top of another ad, on non-approved Websites, or in such a fashion that may be deceptive to the Website visitor. Creative cannot be placed in email messages. Banner Creative may not be placed on Webpages that contain content that is not under direct control of Publisher's webmaster, such as message boards and chat rooms. Modifications can be made to align Creative, change text color, change text size, or change text font. In addition, all Creative must be placed in such a manner that a majority of visitors will notice the Creative.

g) Fraud and Deception: Rydium audits Publisher's Website traffic on a daily basis. Publishers that commit fraudulent activities or a breach of this Agreement, including false clicks, false impressions, and incentivised clicks, will have their membership permanently removed from the Rydium Network and will not be compensated for fraudulent traffic. All proceeds from Websites with fraudulent activity will be refunded to Advertisers. All Rydium Creative must be served from a Rydium server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Publisher agrees to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of the Rydium system is prohibited. Publisher shall not induce visitors to click on Creative based on incentives, provided, however, that, with the prior approval of Rydium, certain language may appear above or below Creative served by Rydium. The following methods of generating visitor interest are unacceptable and may, at Rydium's sole discretion, be grounds for Publisher's dismissal from the Rydium Network:

• Use of unsolicited email or inappropriate newsgroup postings to promote the Website;
• Auto-spawning of browsers;
• Automatic redirecting of users;
• Clicking on Publisher's own banners;
• Blind text links;
• Misleading links;
• Or any other method that may lead to artificially high numbers of impressions or clicks.

h) Rydium Code: Rydium ad codes for Creative cannot be modified from the original format provided by Rydium without consent from Rydium. Publisher agrees to use the ad code provided for displaying Creative not more than once per Webpage view. Rydium ad codes cannot be used on Webpages that contain forums, discussion boards, or chat rooms. Publisher can not alter, copy, modify, take, sell, reuse, transfer or divulge any Rydium computer code, except as is necessary to partake in the Rydium Network, provided, however, with the prior approval of Rydium, a Publisher may, in certain instances, modify the Rydium computer code for purposes of inserting certain pre-approved language above or below an advertisement served by Rydium. Requests for language approval should be sent through our online form.

i) Data: Rydium is the sole owner of all Website, Campaign and aggregate web user data collected by Rydium. Publisher shall only have access to and the right to use for its own internal purposes the Campaign data that is collected through the use of Publisher's advertising inventory and impressions. Advertisers shall only have access to and the right to use for its own internal purposes the Website and web user data that is collected as part of the Advertiser's Campaign.

a) Payment to Publisher: Rydium will collect advertising revenues and fees directly from Advertisers for placing Creative and Campaigns on the Website. Unless otherwise agreed in writing between Rydium and Publisher, Rydium shall remit 50% of Net Campaign Revenues to Publisher. In this Agreement "Net Campaign Revenues" mean the gross dollar sums actually received by Rydium from the sale of Publisher's Campaigns to Advertisers, less any payment transaction fees, Campaign referral fees, cost-of-money/bad-debt fees, and applicable Creative serving and tracking fees. Rydium reserves the right to set and negotiate specific payment terms on an individual basis. Unless otherwise agreed in writing by the parties, Publisher will be paid within ninety (90) business days of the end of the month or 30 day from Rydium's receipt of the applicable funds from Advertisers which ever should be the longer of the two periods. All accounts will be settled in US dollars ($US). No cheques will be issued for any amounts less than US$100, provided however, that all unpaid Net Campaign Revenues will rollover to and be paid to Publisher in the next pay period in which aggregate Net Campaign Revenues exceed US$100. Rydium, reserves the absolute right not to pay any Publishers that violate, in Rydium's sole discretion acting reasonably, any of the terms and conditions of this Agreement.

b) Contact Information: To insure timely payment, Publisher is responsible for maintaining the correct contact and payment information associated with their account. Publisher's Payment Profile information must be updated by the last day of the calendar month to be reflected in the next payment. This must be done online using the Publisher's account. Any and all banking and service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from the following payment.

a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to:

1. The content and other material set forth on the Publisher Website and/or
2. Any content or material to which users can link through the Publisher Website (other than through Creative supplied by Rydium). Publisher hereby agrees to indemnify, defend and hold harmless Rydium and its affiliates and Advertisers, and their respective officers, directors, agents and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings
   
   
   1. For libel, defamation, violation of right of privacy or publicity, Intellectual Property Right 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 Publisher or the Publisher Website (except for Creative supplied by Rydium);
   
   
   
   2. Arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with Rydium; or
      
      
   3. Relating to a contaminated file, virus, worm, Trojan horse or other destructive programming or device originating from the Publisher Website (other than through Creative supplied by Rydium).

b) Limitations of Liability:

1. IN NO EVENT SHALL RYDIUM BE LIABLE FOR LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, INABILITY TO USE ANY WEBSITE OR OTHER COMPUTER PROGRAM, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ECONOMIC LOSS OF ANY KIND, EVEN IF RYDIUM HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN SUCH LOSS OR DAMAGE OCCURRING. NEITHER RYDIUM NOR ITS ADVERTISERS WILL BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR:
   
   
   1. ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF THE WEBSITE OR CREATIVE DUE TO SYSTEMS FAILURES OR OTHER TECHNOLOGICAL FAILURES OF RYDIUM OR OF THE INTERNET;
   
   
   
   2. DELAYS IN DELIVERY AND/OR NON-DELIVERY OF CREATIVE, INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH AN ADVERTISER OR CREATIVE, DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION; AND
   
   
   
   3. ERRORS IN CONTENT OR OMISSIONS IN ANY CREATIVE.



2. RYDIUM'S MAXIMUM LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED:
   
   
   1. FOR ANY ONE CLAIM, AN AMOUNT NO GREATER THAN THE AMOUNTS PAID TO PUBLISHER BY RYDIUM IN THE THREE CALENDAR MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; AND
   
   
   
   2. IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AGGREGATE OF ALL PAYMENTS MADE TO PUBLISHER BY RYDIUM UNDER THIS AGREEMENT.

c) Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, RYDIUM AND ITS ADVERTISERS DO NOT MAKE AND HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, THE PERFORMANCE OF ANY SOFTWARE PROGRAMS INCIDENTAL TO SERVICES RENDERED BY RYDIUM, SERVICES PROVIDED BY RYDIUM OR ANY OUTPUT OR RESULTS THEREOF, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. RYDIUM AND ITS ADVERTISERS SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE PAYMENTS OR REVENUES THAT MAY BE GENERATED AND ANY ECONOMIC OR OTHER BENEFIT THAT PUBLISHER MAY OBTAIN BY PARTICIPATION IN THIS AGREEMENT.

d) Application: The limitations, exclusions and disclaimers in this Agreement shall apply irrespective of the cause of action, demand or claim, including without limitation, breach of contract, tort (including negligence), fundamental breach or breaches, failure of essential purpose, or any other legal or equitable theory.

This Agreement may be terminated by Rydium immediately if Publisher is in breach of this Agreement or fails to disclose, conceals or misrepresents itself in any way. Rydium reserves the right to terminate Publisher's relationship with the Rydium Network at any time, with or without cause. Either party may terminate this Agreement for convenience upon 30 days written notice. Termination notice may be provided by Rydium via email, facsimile or upon personal delivery to the contact information provided by Publisher and will be effective immediately. Termination notice may be provided by Publisher to Rydium upon personal delivery to the following address:

366 Adelaide St. W.
Suite 600,
Toronto, ON,
M5V 1R9,
Canada

To the attention of Affiliate Care Manager.

Upon receipt of such termination notice, Publisher agrees to immediately remove from the Website Rydium's html code for serving Creative from Rydium. Both parties shall cease to display and remove the other party's trade-marks, logos, hyperlinks and other intellectual property marks from their respective Websites and all other materials. Publisher will be paid, on the same payment cycle as detailed in section 2, all amounts due up to the time of termination. Upon termination, any referral relationship will also be terminated Publisher will not be entitled to future referral commissions.

a) Entire Agreement and Interpretation: This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Sections 3, 4, 5 and 6 shall survive expiration or early termination of this Agreement and remain in full force and effect. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Rydium website Publisher interface are explicitly incorporated by reference into this Agreement. This Agreement may be executed in any number of counterparts and in electronic form, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

b) Relationship: The parties are independent contractors and nothing in this Agreement shall be deemed to create any agencie, employment, partnership, joint venture or other relationship between the parties and neither Rydium nor Publisher shall hold itself out as the agent of the other, unless otherwise specified in this Agreement.

c) Excusable Delays: Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God and natural disasters, labour disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

d) Public Release: Publisher shall not release any information regarding Campaigns, Creative, Advertisers or Publisher's relationship with Rydium, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Rydium. Rydium shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Rydium and Publisher.

e) Audit: Rydium shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to Rydium. Rydium will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

f) Modifications: Rydium reserves the right to change any conditions of this contract at any time. Publisher is responsible for complying with any changes to the Rydium Publisher Agreement within 10 business days from the date of change. Any modification of any provision of this Agreement shall be effective only if in writing and acknowledged by the parties, including without limitation, by means of electronic agreement.

g) Privacy: Publisher acknowledges and agrees that it has read and agrees to abide by the terms of Rydium's Privacy Statement that are applicable to Publisher, which Privacy Statement is hereby incorporated by reference into this Agreement.

h) Assignment: Publisher may not assign this Agreement, in whole or in part, without written consent from Rydium. Any attempt to assign this Agreement without such consent will be null and void.

i) Governing Law: This Agreement will be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada.

j) Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or an authorized representative of Publisher) is at least 18 years of age and has all legal capacity and authority to enter into this binding Agreement on behalf of Publisher.