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easyPsearch AdMarket Member Agreement

PLEASE READ THIS MEMBER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING
THE SERVICES OFFERED BY easyPsearch AdMarket . BY CLICKING ON THE "I ACCEPT" BUTTON BELOW,
YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT,
CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE
SERVICES OFFERED BY easyPsearch. easyPsearch´s ACCEPTANCE IS EXPRESSLY CONDITIONED UPON
YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF
ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY easyPsearch AdMarket
, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement,
easyPsearch may offer to provide certain services that relate to facilitating the purchase and sale
of Internet advertisements by bringing together Internet advertisers and publishers, as described
more fully on the Site, and which are selected by Member through the process provided on the
Site ("Services"). easyPsearch may change, suspend or discontinue the Services (or Member's access thereto)
at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability.
easyPsearch reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time.
easyPsearch also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on
the Site, or by sending Member a notice via email or postal mail. Use of the Services by Subscriber following
such notification constitutes Member´s acceptance of the modified terms and conditions. Memeber certifies to
easyPsearch that if Member is an individual (i.e., not a corporation) Member is at least 18 years of age.Member
also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the
selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the
Site is revoked in such jurisdictions.

2. IMPLEMENTATION. Member agrees to comply with the technical specifications provided by easyPsearch
to enable proper display of the advertisements in connection with the Services, including without limitation
by not modifying the JavaScript or other programming provided to Member by easyPsearch in any way.

3. COMMUNICATIONS SOLELY WITH COMPANY. Member agrees to direct to easyPsearch and not to
any advertiser or publisher, as the case may be, all communications regarding any matter arising out
of Members use of the Services.

4. CONTENT. The Site and its contents are protected international copyright laws and are intended
solely for the use of easyPsearch members and may only be used in accordance with the terms of this
Agreement in connection with authorized use of the Services. All materials displayed or performed on
or accessible through the Site or Services (including, but not limited to text, graphics, articles,
photographs, images, illustrations, audio clips and video clips, also known as the "Content")
are protected by copyright. The term "Content" as used herein specifically includes any advertising
or other content made available or submitted by any advertiser and any website or other content published
by or associated with any publisher. Members shall abide by all copyright notices, information,
and restrictions contained in any Content accessed in connection with the Services. Member
acknowledges and agrees that if Subscriber uses any of the Services to contribute or make
available Content, easyPsearch is hereby granted a non-exclusive, worldwide, royalty-free,
transferable right to fully exploit such Content (including all related intellectual property rights)
and to allow others to do so in connection with the Services and the Site. If Memeber is a publisher,
Subscriber grants Company the right to access, index, and cache Subscriber's website,
or any portion thereof, including by automated means including Web spiders or crawlers.

5. RESTRICTIONS.Member (whether a publisher, advertiser or otherwise) warrants,
represents and agrees that it will not contribute, submit or make available through the
Services, or use the Services in connection with, any Content that that: (i) is infringing, libelous,
defamatory, obscene, abusive, offensive, violent or hateful; (ii) contains alcohol or drug abuse;
(iii) violates any law or right of any third party; or (iv) promotes or facilitates any of the foregoing,
whether directly or through a peer-to-peer network that is owned, operated or provided by Member.
Without limiting the generality of the foregoing, (i) if Member is an advertiser, Member agrees
to comply with Company’s Advertiser Acceptable Use Policy, as the same may be updated from time
to time in easyPsearch´s sole discretion (“Advertiser AUP”), and if Member is a publisher, Subscriber
agrees to comply with easyPsearch´s Publisher Acceptable Use Policy, as the same may be updated from
time to time by easyPsearch in its sole discretion (“Publisher AUP”). If Subscriber is a publisher,
Member shall not, and shall not authorize or encourage any third party to (i) generate fraudulent
impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated
manual clicks, the use of robots or other automated query tools and/or computer generated search
requests, and/or the fraudulent use of other search engine optimization services and/or software;
(ii) edit, modify, filter or change the order of the information contained in any advertisement,
or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from
any Web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"),
provide a version of the Advertiser Page different from the page an end user would access by
going directly to the Advertiser Page or intersperse any content between the advertisement
and the Advertiser Page; or (iv) display any advertisements on any error page, registration or "thank you" page
(e.g. a page that thanks a user after he/she has registered with the applicable website).
easyPsearch reserves the right to remove any Content from the Site at any time, or to terminate Member's right
to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or
allegations from third parties or authorities relating to such Content or if Company is concerned that Member
may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of
paragraph 15 (Termination). Member is responsible for all of its activity in connection with the Services.
Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Subscriber's right
to use the Services or to access the Site. Use of the Site or Services to violate the security of any
computer network, crack passwords or security encryption codes, transfer or store illegal materia
l including materials that are deemed threatening or obscene, or engage in any kind of illegal activity
is expressly prohibited. Member will not run Maillist, Listserv, any form of auto-responder,
or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

6. DISCLAIMERS. Member acknowledges and agrees that easyPsearch has no special relationship
with or fiduciary duty to Member and that easyPsearch has no control over, and no duty to take
any action regarding: which users gains access to the Site or Services; what Content Member accesses
or receives via the Site or Services; what Content other members may make available, publish or promote
in connection with the Services; what effects any Content may have on Subscriber or its users or customers;
how Member or its users or customers may interpret, view or use the Content; what actions Member or
its users or customers may take as a result of having been exposed to the Content, or whether Content is
being displayed properly in connection with the Services. Further, (i) if Member is a publisher,
Member specifically acknowledges and agrees that Company has no control over
(and is merely a passive conduit with respect to) any Content that may be submitted or published by
any advertiser, and that Member is solely responsible (and assumes all liability and risk) for
determining whether or not such Content is appropriate or acceptable to Member, and (ii) if
Member is an advertiser, Member specifically acknowledges and agrees that Company has no
control over any Content that may be available or published on any publisher website (or otherwise),
and that Member is solely responsible (and assumes all liability and risk) for determining whether or
not such Content is appropriate or acceptable to Member. Member releases Company from
all liability in any way relating to Member's acquisition (or failure to acquire), provision, use or
other activity with respect to Content in connection with the Site or Services. The Site may contain,
or direct Member to sites containing, information that some people may find offensive or inappropriate.
easyPsearch makes no representations concerning any content contained in or accessed through the Site
or Services, and easyPsearch will not be responsible or liable for the accuracy, copyright compliance, legality
or decency of material contained in or accessed through the Site or Services. easyPsearch makes no guarantee
regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions
and/or clicks, or the amount of any payment to be made to Member in connection with the Services.

7. COPYRIGHT DISPUTE POLICY. Please review easyPsearch's Copyright Dispute Policy.
By registering as an advertiser and/or publisher, Member agrees that the sole method for resolving
complaints of copyright infringement if Member believes that material or content residing on or accessible
through the Site or Services infringes a copyright, shall be through the practices described in the Copyright
Dispute Policy.

8. REGISTRATION AND SECURITY. As a condition to using Services, Member may be required to
register with easyPsearch and select a password and Member name ("easyPsearch AdMarket User ID"). Member
shall provide easyPsearch with accurate, complete, and updated registration information. Failure to do so
shall constitute a breach of this Agreement, which may result in immediate termination of Member's account.
Member may not (i) select or use as a easyPsearch AdMarket User ID a name of another person with the intent
to impersonate that person; (ii) use as a easyPsearch AdMarket User ID a name subject to any rights of a person
other than Subscriber without appropriate authorization; (iii) register for the Services using more
than one easyPsearch AdMarket User ID. easyPsearch reserves the right to refuse registration of, or cancel a
easyPsearch AdMarket User ID in its discretion. Member shall be responsible for maintaining the confidentiality of
Member's easyPsearch AdMarket password and for all activities that occur under Member’s password or account.
Member agrees to (a) immediately notify Company of any unauthorized use of Member’s password or
account or any other breach of security, and (b) ensure that Member exits from its account at the end
of each session. easyPsearch cannot and will not be liable for any loss or damage arising from Member’s failure.

9. INDEMNITY. Member will indemnify and hold easyPsearch, its parents, subsidiaries, affiliates,
officers and employees, harmless, including costs and attorneys' fees, from any third party claim
proceeding, suit, investigation or demand due to or arising in whole or in part out of Member's
access to the Site, use of the Services, the violation of this Agreement by Member (including,
without limitation, the violation of the Publisher AUP and/or the Advertiser AUP), or the infringement by
Member, or any third party using the Member's account, of any intellectual property or other right of any
person or entity. Member agrees that easyPsearch will have sole and exclusive control over the defense and
settlement of any such third party claim.

10. FEES AND PAYMENT.
Some of the Services require payment of fees. Member shall pay all applicable fees, as described on
the Site in connection with such Services selected by Member. Member agrees that Company may offset
any amount owed to Member in Member’s capacity as a publisher by any amount owed by Member to
Company in Member’s capacity as an advertiser.
If Member is an advertiser: Member shall pay all applicable fees, as described on the Site in connection with such
Services selected by Member. easyPsearch reserves the right to change its price list and to institute new charges
at any time, upon prior notice to Memberr, which may be sent by email or posted on the Site. Amounts due
shall be calculated solely based on records maintained by easyPsearch. No other measurements or statistics of
any kind shall be accepted by easyPsearch or have any effect under this Agreement. Company reserves the right
to suspend any advertisement in the event of non-payment by Member of any amount owed to easyPsearch.

11. CONFIDENTIALITY. Member agrees not to disclose easyPsearch Confidential Information
without easyPsearch's prior written consent. "easyPsearch Confidential Information" includes without limitation:
(i) all Company software, technology, programming, technical specifications, materials, guidelines
and documentation Member learns, develops or obtains that relate to the Services or the Site;
(ii) click-through rates or other statistics relating to Site performance in the Services provided to Member
by Company; and (iii) any other information designated in writing by easyPsearch as "confidential" or any designation
to the same effect. "easyPsearch Confidential Information" does not include information that has become publicly
known through no breach by Member or easyPsearch, or information that has been (a) independently developed
without access to easyPsearch Confidential Information as evidenced in writing; (b) rightfully received by Member
from a third party; or (c) required to be disclosed by law or by a governmental authority.

12. USE OF AGGREGATE INFORMATION; MARKETING RIGHTS. easyPsearch may share aggregate
(i.e., not personally identifiable) information about Member with advertisers, publishers, business
partners, sponsors, and other third parties. Additionally, Member grants to Company
a non-exclusive license to republish in any medium advertisements, web pages,
banners, interstitials or other content for purposes of marketing easyPsearch products and Services.

13. TERMINATION. Either party may terminate the Services at any time by notifying the other party by
any means. easyPsearch may also terminate or suspend any and all Services and access to the Site immediately
, without prior notice or liability, if Member breaches any of the terms or conditions of this Agreement.
Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Member's account,
Member's right to use the Services will immediately cease and Member will remove all easyPsearch AdMarket
HTML code from Member's websites. All provisions of this Agreement which by their nature should survive
termination shall survive termination, including, without limitation, indemnification provisions, warranty
disclaimers, and limitations of liability.

14. REPRESENTATIONS AND WARRANTIES. Member represents and warrants that
(i) Member is the owner of each website Member designates in connection with the use of
Services or that Member is legally authorized to act on behalf of the owner of such website for the
purposes of this Agreement, and (ii) Member has all necessary right, power and authority to enter
into this Agreement and to perform the acts required of Member thereunder hereunder;
(iii) when participating in easyPsearch’s network as an advertiser, Member will comply with easyPsearch’s Advertiser
AUP; (iv) when participating in Company’s network as a publisher, Member will comply with easyPsearch’s Publisher
AUP, and (v) each of Member's websites and any material displayed therein: (a) comply with all applicable laws,
statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any
person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties
under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.

15. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall
not be deemed a waiver of any further rights hereunder. easyPsearch shall not be liable for any failure to perform
its obligations hereunder where such failure results from any cause beyond easyPsearch's reasonable control.
If any provision of this Agreement is found to be unenforceable or invalid, the court should endeavor to give
effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall
remain in full force and effect.. This Agreement is not assignable, transferable or sublicensable by Member
except with easyPsearch's prior written consent.