1. General. A deposit must be submitted to Gem Tree Portal in advance of initial advertising date. By submitting advertising for inclusion on Gem Tree Portal, advertiser/agency agrees to be bound by the terms of this contract. No conditions other than those set forth herein shall be binding on Gem Tree Portal. This contract supersedes any previous agreements between Gem Tree Portal and advertiser/agency relating to the subject matter set forth herein. Gem Tree Portal's only obligation to serve advertisements hereunder shall be to serve advertisements of the advertiser described herein, and in no event shall Gem Tree Portal be obligated to serve advertisements for any other advertiser.

2. Changes and Cancellations. Cancellations and changes can be made via the advertiser login. Gem Tree Portal's advertising specifications are accessible through the advertiser login. Gem Tree Portal reserves the right to change any of its advertising specifications at any time.

4. Delivery, Frequency and Makegood. All figures relating to the number of advertisements served as determined by Gem Tree Portal shall govern, regardless of whether advertiser/agency is using the services of a third party ad server. If Gem Tree Portal fails to provide the guaranteed number of impressions, Gem Tree Portal will make good on this contract.

6. Key Words and Phrases. Gem Tree Portal offers no exclusivity on keywords or phrases. Each advertiser will be given ranking positions based upon the bid they enter on keywords/phrases.

8. Rejections. Gem Tree Portal reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links, buttons, boxes or banners for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement, link, button, box or banner was previously acknowledged, accepted, or published.

9. Licenses and Indemnification. Advertiser/agency grants Gem Tree Portal the right to use, reproduce, publicly display and distribute advertiser's advertisments and collateral information and warrants that advertiser/agency has the right to grant such license. Advertiser/Agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to Gem Tree Portal. In addition, advertiser/agency represents that the advertiser's advertisements and collateral information do not violate any applicable local, state or federal law or regulation. In consideration of Gem Tree Portal's acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold harmless Gem Tree Portal and its officers, directors, shareholders, employees, accountants, attorneys, agents, parent, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to: (i) advertiser/agency's breach of any covenants, representations and warranties made therein, (ii) Gem Tree Portal's performance under this contract, and (iii) the copying, printing, distributing, transmitting or publishing of advertiser's/agency's advertisements or collateral information by Gem Tree Portal.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL Gem Tree Portal BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF Gem Tree Portal HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.