Standard Production Sas, Programme Service Agreement (the "Service Agreement")

This Agreement (as defined below) is entered into by you, being the party identified with the invoice data ("Customer") and Standard Production Sas, Via Borsieri 28, Como, Italy ("Standard Production").

THE PARTIES AGREE AS FOLLOWS:

1. Definitions
"Agreement" means this Service Agreement, the FAQs and the Editorial Guidelines;
"Creatives" means all ad content and URLs which are subject to the Editorial Guidelines;
"Editorial Guidelines" means the Programme's (i) text ad editorial guidelines; and (ii) image ad editorial guidelines located at http://www.edixxon.com/advalue/editorialguidelines.html ;
"FAQs" means the frequently asked questions for the Programme located at http://www.edixxon.com/advalue/faq.html.
"Partner" means the third party owner and/or operator of a Partner Property;
"Partner Property" means any website, application, content or property owned, operated or provided by a Partner upon which Standard Production places ads pursuant to a contractual agreement as further described in the FAQs;
"Programme" means the Standard Production Ad+Value programme as described in this Agreement; and
"Target" means any keyword, negative keyword, category and/or other targeting mechanism.

2. Placement and targeting.
Standard Production shall use reasonable endeavours to place Customer's ads on content pages on Standard Production Partners. Customer acknowledges that Standard Production does not and cannot guarantee the placement and/or the timing of delivery of any impressions of an ad, clicks on such ad, or the number of any impressions, conversions or clicks on any ad on any Partner Property. The ads will be published on the basis of a constantly updated algorithm built to achieve the best results in search-impression-click. The Customer will be informed of the publication within 3 days from the date of visibility of the ads, such date is the date of the beginning of the service.

3. Creatives and positioning
3.1 Customer shall ensure that the language of Targets, Creatives, targeting and destination pages is consistent.
3.2 Customer acknowledges and agrees that: a) the positioning of ads on Partner sites is at Standard Production's and/or Partner's sole discretion respectively; b) Standard Production may offer the same Target to more than one advertiser.
3.3 Customer is solely responsible for all: a) Targets whether generated by or for Customer; b) Creatives whether generated by or for Customer ; c) content on the domain reached by clicking on the Creative URLs; and d) the services and products advertised (together the "Advertiser Services").
3.4 Standard Production and/or any Partner shall have the right at any time to reject, or remove any ad, Creative and/or Target for any or no reason. In addition, Standard Production may modify the size and/or format of ads (i) to the extent reasonably required to comply with policies related to any Standard Production Property, content pages on any Partner Property (including without limitation modifying image ads in the manner set out in this Agreement).

4. Partner Properties.
Even if Customer's ad(s) are placed on Partner Properties, Customer agrees to direct to Standard Production any communication regarding Customer's ad(s) on any Partner Property(ies). In addition, if Customer's ads are displayed on Partner Properties, Customer acknowledges and agrees that the display of such ads shall provide Partner(s) with access to the content of ads, including any URL(s), any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks.

5. Prohibited uses.
Customer shall not, and shall not allow any third party to: a) advertise substances, services, products or materials that are illegal in any state or country where a Customer ad is displayed; b) violate any policy posted on Ad+Value pages, as revised from time to time, in particular but without limitation, FAQs (http://www.edixxon.com/advalue/faq.html) and the Editorial Guidelines (http://www.edixxon.com/advalue/editorialguidelines.html) c) engage in any other illegal or fraudulent business practice under the laws of any state or country where an ad is displayed.

6. Payment, pricing and reporting.
Standard Production shall invoice Customer in accordance with the pricing model selected by Customer using the online Ad+Value system. All charges shall be paid by Customer in such currency as supported by Standard Production. Charges are exclusive of taxes and shall be paid by Customer by credit card (or such other method as agreed by Standard Production). Customer shall pay the charges (including (if applicable) VAT and any other applicable taxes or charges imposed by any government entity). Standard Production may change its pricing at any time. Charges shall be calculated solely based on records maintained by Standard Production. Refunds (if any) are at the discretion of Standard Production and only in the form of advertising credit for Standard Production Properties.

7. Representations and warranties
Customer represents and warrants that (a) it is authorised to act on behalf of and bind to this Agreement any third party for which it generate ads; (b) all of the information provided by Customer to Standard Production to enroll in the Programme is correct and current; (c) it has the right to permit Standard Production and any Partner(s) to use, reproduce, display, transmit and distribute Customer's ad(s) (including any Targets and all Creatives) ("Use"); and (d) such Use in accordance with this Agreement, the ads (including any Targets and Creatives) and the websites linked from Customer ads (including without limitations Advertiser Services therein) shall not: (aa) violate or encourage violation of any law or applicable regulation or code of practice (including without limitations the CAP Code in the UK and it's equivalent in any other jurisdiction); (bb) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory. Each party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either party's liability for fraud.

8. Indemnity.
Customer shall indemnify and defend Standard Production, its agents, affiliates, directors, officers, employees and Partners ("Standard Production Indemnified Persons") from and against any claims, losses, liabilities, expenses, damages and settlement amounts (including legal fees and costs) incurred by any Standard Production Indemnified Person(s) arising out of Customer's breach of of clauses 5 and/or 7 of this Service Agreement. These indemnification obligations shall exist only if Standard Production: (a) promptly notifies the Customer of any claim; (b) provides Customer with reasonable information and cooperation in defending the claim; and (c) gives Customer full control and sole authority over the defence and settlement of such claim. The Standard Production Indemnified Persons may join in the defence with counsel of its choice at its or their own expense.

9. Limitation of liability.
9.1  Nothing in this clause 9 shall limit liability for death or personal injury caused by a party's negligence.
9.2  Other than the payment obligations set forth in clause 6, indemnity obligations set forth in clause 8 and/or a breach of clause 10 (Confidentiality): (a) each party's liability to the other shall be limited to the amount paid or payable by Customer to Standard Production under this Service Agreement; (b) neither party shall be liable in contract, tort (including, without limitation, negligence), for pre-contract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special, indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement.

10. Confidentiality.
10.1  Subject to clauses 10.2 and 10.3, during the term of this Agreement and for a period of two years following termination of this Agreement, neither party shall disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (a) ads (including Targets and Creatives), prior to publication; (b) the terms of this Service Agreement; and (c) any other Programme information or access to technology prior to public disclosure provided by standard Production to Customer and identified at the time of disclosure in writing as confidential and/or proprietary. It does not include information that has become publicly known through no breach by a party, or has been (aa) independently developed without access to the other party's Confidential Information; (bb) rightfully received from a third party; or (cc) required to be disclosed by law or by a governmental authority.
10.2  If the Customer is, under this Agreement, generating ads and managing a campaign on behalf of an advertiser, Customer entitles Standard Production to: provide such information relating to the advertiser's campaign under this Agreement as advertiser may in writing (including without limitation email) request from time to time.
10.3  Customer acknowledges and agrees that any credit card and related billing and payment information which Customer provides to Standard Production may be shared by Standard Production with companies who work on Standard Production's behalf solely for the purpose of performing credit checks, effecting payment to Standard Production and/or servicing Customer's account.

11. Term and Termination.
This Agreement shall continue in effect unless terminated: (a) by Standard Production which shall be entitled to suspend or terminate the Programme and/or terminate this Agreement, with immediate effect at any time upon email notice to Customer; (b) by Customer on providing 14 days written notice to Standard Production of termination of the Agreement or cancellation of an ad. Upon expiration or termination of this Agreement for any reason (aa) Customer shall remain liable for any outstanding amounts; (bb) each party shall upon request return Confidential Information of the other; and (cc) clauses 1 (Definitions), 6 (Payment), 8 (Indemnity), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Term and Termination), 15 (Miscellaneous) and 16 (Law and Jurisdiction) shall survive.

12. Assignment.
The parties shall only be entitled to assign, delegate or otherwise transfer their rights and/or obligations under this Agreement with the written consent of the other (such consent not to be unreasonably withheld or delayed) except that Standard Production shall be entitled to assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without consent to a subsidiary or holding company (as defined in art.2359 Codice Civile ) of Standard Production or a purchaser of all or a substantial part of the assets of Standard Production.

13. Rights of third parties.
Nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

14. Force majeure.
Other than in respect of payment obligations, neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to war, terrorism, civil commotion or industrial dispute.

15. Miscellaneous.
This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter. For the avoidance of doubt, Customer acknowledges and agrees that this Service Agreement includes the FAQs and the Editorial Guidelines which are incorporated by reference, and the FAQs and Editorial Guidelines may be modified by Standard Production at any time to reflect changes in how Standard Production makes the Programme generally commercially available. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. Any notices to Standard Production must be sent via first class post, air mail or courier services, to Standard Production Sas, Servizio Ad+Value, Via Borsieri 28, 22100 Como, Italia, and shall be deemed given upon receipt. Notice to you is acceptable by sending emails to your specified email address and is deemed received when sent. Any translation of the Italian language, Italian law and court Agreement (the "Original Agreement") is provided for convenience only and Customer agrees that in the event of a conflict between the translated version and the Original Agreement, the Original Agreement located at http://www.edixxon.com/advalue/contratto.html prevails.

16. Law and jurisdiction.
This Agreement shall be governed by and construed in accordance with Italian law and the parties hereby submit to the exclusive jurisdiction of the Tribunale di Como, Italy in respect of any dispute or matter arising out of or connected with this Agreement.

July 01, 2006