MPOWER MEDIA TERMS AND CONDITIONS

This document (the "Agreement") is a legal contract between you and Mpower Media, a division on Mpower Entertainment LLC, that governs your use of Mpower Media's marketing program ("Mpower Media").

NOTICE

Mpower Media may, from time to time, modify these terms and post a copy of the amended Agreement at www.mpowermedia.com . If you do not agree to (or cannot comply with) the Agreement as amended, please exit this website now. You will be deemed to have accepted the Agreement as amended if you continue to use the marketing program after any amendments are posted.

DESCRIPTION OF SERVICE

The following is a description on Mpower Media's primary services included in your contract, but might not be limited to the following elements:

1. A creation of a custom commercial(s) or use of our pre-produced commercial(s). It's understood that Mpower Media is licensing the use of its commercials to Client for a period of time in which Client has agreed to air them. Furthermore, it is understood that the sole ownership of commercial(s) is Mpower Media's.

2. Access to pre-produced commercials which Mpower Media will help customize based upon your instructions, and which you may use as the basis for an advertisement for your business through a Media Placement purchased from Mpower Media.

3. Once you, the Client, submits editing or script information, it is understood, unless otherwise indicated, that submittal is final authorization to produce the commercial(s), (which means you are trusting Mpower Media's expert abilities to create your television commercial and you cannot demand any refund if not satisfied with the creative).

4. Upon payment of Mpower Media's fees, Mpower will license you to use a pre-produced commercial(s) solely for the purpose of display in Media Placements purchased from Mpower Media. Your license to use pre-produced commercials is personal, non-transferable, non-sublicensable. You are not authorized to display pre-produced commercials in Media Placements not purchased from Mpower Media, or to use pre-produced commercials, customized versions of pre-produced commercials, or the content thereof (other than Advertiser Content), in any other manner whatsoever unless explicitly approved otherwise by Mpower Media in writing. Your license does not include the right to possession of copies or tapes of the pre-produced commercials either in their original or customized versions.

5. Mpower Media agrees to assist in the purchase of media on your designated market. It is understood by both parties that Client's information and payment for airtime constitutes a Contract to buy Media.

REGISTRATION

To use the Mpower Media marketing program, you must register and provide certain information, including a member (user) name, a password and a valid email address ("Registration Data"). You agree to provide accurate Registration Data and to update your Registration Data as necessary to keep it accurate. Mpower Media will use your Registration Data in accordance with its privacy policy, which you can review at www.mpowermedia.com .

You agree that you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify Mpower Media immediately of any unauthorized use of your password and/or account.

CHARGES / BILLING

Agreement to Pay. The client is committing to pay the full dollar amount. Mpower Media may charge your billing payment method for any such payment(s). You are responsible for keeping your account secure and confidential. All charges will be billed to the billing payment method you designate when you first make a purchase or incur a charge. If any of your billing information changes, you must update that information in the "Client Log In" Area.

Taxes. Prices quoted are generally inclusive of any applicable taxes, including sales taxes. Mpower Media reserves the right to change this policy at any time.

Electronic Contracts. You agree that the submission you make for electronic purchase constitute your intent and agreement to be bound by the terms of and to pay for such purchases. To the extent that such electronic purchase is offered to you by a third party, you acknowledge that Mpower Media shall not be responsible or liable to you for the products or services purchased.

CANCELATION POLICY

It is understood that Client has agreed to our marketing program. Once client has purchased the program and agreed to the Terms and Conditions there will be no ability to cancel.

I the person on this contract have paid for a television campaign using my credit card. I agree to fore go ANY charge back for ANY reason under Mpower Media's NO REFUND policy. I understand any problems will be dealt with outside of a charge back credit directly with Mpower Media. I Understand I will NOT be credited back on my Credit card account for any reason if I cancel the sale, or are dissatisfied with purchase.

Buyer's acceptance of any product or service from Mpower media agrees that this transaction was consummated within the state of Washington state Laws and to the jurisdiction of Washington State Courts. Should a dispute arise out of this transaction? Buyer further agrees that should a default occur in any obligation of this agreement, Buyer shall be responsible for all attorney fees and court costs involved in the prosecution of this action. Acceptance constitutes an agreement to pay the cost and totals, with in agreed terms.

Any credit card charge backs will be considered bad debts and will be placed on the buyer's national credit report as a bad debt until Mpower Media is fully reimbursed.

COPYRIGHT INFORMATION

The Mpower Media's marketing program, the Client and the television commercials part of the program, contain and/or comprise copyrighted or other proprietary subject matter, and your use of them is governed by this Agreement, certain end-user license agreements, and applicable law.

PATENT AND TRADEMARK

All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Mpower Media's marketing program are the property of Mpower Media and/or its affiliates, licensors and/or licensees. You may not copy, display or use any of these marks without prior written permission of the mark owner. The Service and the Client (and portions of them) may be protected under patent law and may be the subject of issued patents and/or pending patent applications.

VIOLATION OF INTELLECTUAL PROPERTY RIGHTS If Mpower Media receives a notice alleging that you have engaged in behavior that infringes Mpower Media's intellectual property rights or reasonably suspects the same, Mpower Media may suspend or terminate your account without notice to you. If Mpower Media suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.

INDEMNITY

You agree to indemnify and hold harmless Mpower Media and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the Mpower Media's marketing program and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof.

Furthermore, it is understood by both parties that any legal dispute arising from this agreement must be settle through the State of Washington court system. All the terms and conditions listed in this document are the only terms that apply; no statements or comments made by Mpower Media representatives or any marketing material not explicitly outlined in this terms an agreements shall have any merit in the clients contract.

TERMINATION

Mpower Media may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or Mpower Media reasonably suspects that you have breached) any provision of this Agreement. If Mpower Media terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and Mpower Media will not refund any amounts that you have previously paid.

You understand and agree that your cancellation of your account and Service membership is your sole right and remedy with respect to any dispute with Mpower Media.

DISCLAIMERS

You understand and agree that your use of the Mpower Media's marketing program is at your own sole risk. THE MPOWER MEDIA'S MARKETING PROGRAM (THE "PRODUCT") IS PROVIDED "AS IS" AND WITHOUT WARRANTY BY MPOWER MEDIA OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "MPOWER MEDIA ENTITIES"), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE MPOWER MEDIA ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE MPOWER MEDIA ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY MPOWER MEDIA ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE MPOWER MEDIA ENTITIES.

UNDER NO CIRCUMSTANCES SHALL ANY MPOWER MEDIA ENTITY BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE, TRACKS, MATERIALS AND/OR THE CLIENT.

UNDER NO CIRCUMSTANCES SHALL ANY MPOWER MEDIA ENTITY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF THE MPOWER MEDIA ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE MPOWER MEDIA ENTITIES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED US$10.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Mpower Media with respect to your use of the Mpower Media's marketing program. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

*SUBSCRIPTION SERVICE ADDENDUM

Mpower Media offers features that are available only to members of the Subscription Service, as described below. Use of the Subscription Service will be subject, in addition to all the other terms of this Agreement, to the terms described in this Addendum. The Subscription Service is a subscription service that you must pay to join, and you will be charged on a recurring basis for your continued membership. If we make any changes to these terms and conditions that you do not wish to accept, your only remedy is to terminate your subscription membership.

DESCRIPTION OF SUBSCRIPTION SERVICE

Usage Rules -- Additions.

Agreement to Pay. By completing the Subscription Service registration, you authorize Mpower Media to charge the applicable fee to your designated billing payment method. Monthly subscribers are billed on a 30-day cycle, which begins upon Subscription Service and ends 30 days thereafter (each a "Subscription Month"). If your billing payment method changes during the term of your subscription plan, you must immediately update the billing payment method associated with your Mpower Media account. If Mpower Media is unable to charge your billing payment method for an installment, Mpower Media may: (i) immediately suspend or terminate of your account, (ii) seek collection of the outstanding amount owed under the subscription plan and/or (iii) seek legal action against you for breach of this Agreement.

Right to Change Subscription Fees. All fees are subject to change on a prospective basis upon notice from Mpower Media. If you do not accept the new fees, you should terminate your Contract immediately.