MO'JIVA MOBILE ADVERTISING AGREEMENT FOR ADVERTISERS

1. Introduction.

(a) Mo'Jiva LLC ("Mo'Jiva") provides advertisers with a platform to distribute and manage mobile ad content for multiple brands and campaigns via www.mojiva.com (the "Site"), subject to the terms and conditions below (the "Terms"). These Terms are in addition to any other terms which may govern use of the Site and the products and services (the "Services") offered by Mo'Jiva. By enrolling with the Site as an advertiser, you (as well as any agencies, partners and/or affiliates with access to your Mo'Jiva account) (the "Advertiser") agree to be bound by the Terms.

(b) In addition to these Terms, Advertiser agrees to follow all rules, procedures, terms and conditions that may govern the Site or Services, including, but not limited to the Site Terms and Conditions of Use and Privacy Policy. Advertiser acknowledges that it has reviewed all such rules, procedures, policies, terms and conditions and has agreed to be bound by the same. In the event of any conflict between these Terms and any other rules, procedures, policies, terms or conditions which may govern Advertiser's use of the Site and/or Services, these Terms shall prevail.

2. Participation.

(a) Access to the Services shall require registration with and approval by Mo'Jiva. Upon such registration and approval, Advertiser shall be issued a user ID ("ID") and password ("Password"). Advertiser agrees to keep its ID and Password information secure and strictly confidential. Advertiser assumes any and all responsibility for the loss, theft or misappropriation of the ID and Password, including responsibility for any damages caused due to the loss, theft or misappropriation of its ID and Password.

(b) Advertiser agrees not to disclose its ID or Password to any other person, except persons who are employed by or affiliated with it and whom it desires to have access to the Web Site and/or Services. Advertiser assumes any and all responsibility for the use of its ID and Password by anyone other than Advertiser, including any and all responsibility for incorrect, impermissible or fraudulent use.

(c) Advertiser understands that Mo'Jiva may cancel its ID and Password at any time and terminate its access rights to the Web Site and/or Services if Mo'Jiva determines, in its sole discretion, that Advertiser has violated these Terms or that it has otherwise used the Web Site, Services, ID or Password for improper purposes. Mo'Jiva may also cancel Advertiser's ID and Password and terminate its access rights to the Web Site and/or Services if it has reason to believe that Advertiser's ID and Password have been compromised.

(d) Mo'Jiva shall have absolute discretion as to whether or not a particular Advertiser may access the Services and may refuse to grant access for any or no reason. Access will only be granted once Mo'Jiva confirms, via e-mail sent to the account noted on Advertiser's application for membership, that its application has been approved. Mo'Jiva may, but shall not be obligated to, notify an Advertiser in the event its application has been rejected. In no event shall Mo'Jiva be obligated to explain why it has rejected a particular application.

3. Terms of Payment.

(a) In order to utilize the Services, Advertiser shall be required to deposit no less than $25.00 (exclusively in U.S. funds) into an account from which Mo'Jiva will deduct all fees accrued in connection with Advertiser's use of the Services. Advertiser agrees that all account information will be complete, accurate and current. By funding an account, Advertiser acknowledges that it is committing to the purchase of Services equal to, at a minimum, the amounts transferred to the Mo'Jiva account, plus any minimum Service usage fees that may apply. Advertiser will be responsible for maintaining a positive account balance at all times.

(b) Advertiser agrees that Mo'Jiva may deduct from Advertiser's account the cost of Services ordered by Advertiser in accordance with Mo'Jiva's then current fee schedule (as the same may be amended from time to time) and agrees that Mo'Jiva may forward payment directly to any Publisher on its behalf. Mo'Jiva reserves the right to amend its fee schedule and to institute new charges at any time. Changes to the fee schedule will be posted on the Site and Advertiser's continued use of the Services following any such changes shall evidence its acceptance of those changes.

(c) Fees charged are exclusive of all taxes, including without limitation taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Advertiser assumes complete and sole responsibility for any taxes owed as a consequence of participation in the Mo'Jiva service and agrees to pay the same and to indemnify and hold Mo'Jiva harmless from any such taxes.

4. Advertiser Representations.

(a) Advertiser represents and warrants that any and all advertising materials or content provided or produced by Advertiser hereunder, any content on Web sites or Web pages to which such advertising materials link, and Advertiser's products and services (a) shall not violate any applicable law, regulation or ordinance; (b) shall not infringe or violate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) shall not breach any duty toward, or rights of, any person or entity, including, without limitation, rights of publicity or privacy, or have not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) shall not contain material or information constituting libel, slander or defamation, or that is threatening or otherwise invades the rights of any third party; and (e) shall not contain any text or other materials that are false or misleading. Advertiser further represents and warrants that it has the right to agree to these Terms and to grant the licenses granted hereunder. Advertiser further represents and warrants that all advertisements or other content provided by Advertiser are free from any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information.

(b) Advertiser acknowledges that Mo'Jiva has no responsibility to review the advertisements provided or produced by the Advertiser. Advertiser also acknowledges that Mo'Jiva's publisher network is primarily made up of third party media service providers and that, as such, advertising placed through Mo'Jiva shall be subject to such third party media service providers' terms.

(c) Advertiser hereby grants to Mo'Jiva, its licensees and the third party media service providers utilizing the Mo'Jiva network, the Site and/or related Services, a non-exclusive, worldwide, transferable, sublicenseable, perpetual, irrevocable, royalty-free, right and license to publicly perform, publicly display, copy, modify, reformat, and distribute Advertiser's content and advertising materials in any and all media now known or hereafter developed.

(d) Mo'Jiva reserves the right to refuse any advertising request, or to cancel any campaign that does not comply with the Terms. In addition, Mo'Jiva, in its sole and absolute discretion, may refuse the use of any advertisement that it deems inappropriate for any reason or no reason.

(e) If Advertiser is an advertising agency, reseller or other entity representing advertisers, Advertiser hereby represents, warrants and covenants that it is the authorized agent of its advertising clients and has the legal authority to enter into this Agreement on behalf of its advertising clients and that such authority includes, without limitation, the right to bind such advertising clients to the terms of this Agreement, to manage such advertising clients' accounts with Mo'Jiva, and to make all decisions (including, without limitation, setting campaign budgets and pricing) and take all actions (including, without limitation, billing and collection of amounts owed by Advertisers or used to fund an Advertiser's account) relating to such accounts and to grant the permissions herein. Upon request by Mo'Jiva, Advertiser agrees to immediately deliver to Mo'Jiva the agreement(s) that designate Advertiser as the advertising client's agent and so authorizes Advertiser to act on its behalf in connection with these Terms.

(f) Advertiser will not, nor conspire with any party to, either manually or automatically generate fraudulent or invalid ad displays or click-throughs for other publishers or advertisers.

(g) Advertiser will use commercially reasonable efforts to assist Mo'Jiva with regard to any technical, administrative or other issues that may arise relating to advertisements submitted by Advertiser.

(h) Advertiser further warrants and agrees that, while using the Site and/or the Services, it shall not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) insert its own or a third party's advertising, branding or other promotional content into any of the Site's content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; (c) attempt to gain unauthorized access to other computer systems through the Site; (d) engage in spidering, "screen scraping," "database scraping," harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of catalogue items or information, users or other information from or through the Site or the services offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site; (e) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (f) use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; (g) use the Site and/or Services in violation of Mo'Jiva's or any third party's intellectual property or other proprietary or legal rights; or (h) use the Site or the Services in violation of any applicable law. Advertiser further agrees that it may not attempt (or encourage or support any one else's attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the Site or the Services, or any content thereof, or make unauthorized use thereof. Advertiser agrees that it will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the Site.

(i) If you are an employee, agent, representative of or consultant to an Advertiser, you represent and warrant that you have been duly authorized by the Advertiser to register the Advertiser with Mo'Jiva and that you are further authorized to use the Site and or Services on behalf of the Advertiser.

5. Publisher Network.

Advertiser understands that (a) Mo'Jiva is not an advertisement publisher, but rather assists advertisers in the placement of advertisements, (b) publishers are third parties and unrelated to Mo'Jiva, (c) publishers may remove or reject advertisements at their discretion, and (d) advertisements placed through Mo'Jiva may be subject to additional terms and conditions as are imposed by publishers.

6. Privacy and Use of Data.

(a) Advertiser understands and agrees that Mo'Jiva may use cookies, Web beacons and/or other technologies to collect non-personally identifiable data in connection with the Services and these Terms (the "Non-PII"). The Non-PII may include, without limitation, information such as a Web user's IP address, Web pages viewed by a Web user, date and time, domain type, and responses by a Web user to an advertisement. Advertiser understands and agrees that Mo'Jiva may use the Non-PII to serve advertisements at publisher Web sites and/or other Web sites in Mo'Jiva's network. Advertiser represents and warrants that engaging the Services provided by Mo'Jiva through the Site does not violate Advertiser's privacy statement.

(b) Without limitation, Mo'Jiva has the right to use and disclose Non-PII for the following purposes: (i) for general reporting purposes, including the compilation of statistics, such as the total number of ads delivered, that may be provided to existing and potential customers; (ii) for scheduling and optimization of delivery of advertisements to Web sites, networks, and any other source of advertising inventory that Mo'Jiva reaches, (iii) in furtherance of Mo'Jiva's business operations, and (iv) if required by court order, law or governmental agency.

(c) Nothing in this Section 6 shall be interpreted, by implication or otherwise, to restrict Mo'Jiva's use of Non-PII or personally identifiable information. For information about Mo'Jiva's policies with respect to privacy, please see Mo'Jiva's Privacy Policy.

7. Confidentiality.

(a) The parties have disclosed or may disclose to each other information relating to each party's business (including, without limitation, data and other information pertaining to publisher sites, affiliates and vendors that are or have been part of the Mo'Jiva network), all of which to the extent previously, presently or subsequently disclosed to each other is "Proprietary Information." Without limiting the foregoing, Proprietary Information shall also include any and all information (statistical, demographic or otherwise) made available to Advertiser through its use of the Site and Services, including, but not limited to advertisement and publisher inventory, publisher identities and any amounts bid by publishers. Proprietary Information does not include information that each party can document (a) is or becomes (through no improper action or inaction of each party or its Representatives (as defined below)) generally known by the public, (b) was in its possession or known by it without restriction prior to receipt from the other party or (c) becomes available to a party from a source other than the other party or its Representatives having no obligation of confidentiality. While the parties acknowledge that the provision of Services may require the routine disclosure of certain Proprietary Information within the Mo'Jiva system, they agree that with respect to the use of Proprietary Information outside of the Mo'Jiva system they shall (i) hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials), (ii) not make any use whatsoever at any time of such Proprietary Information, (iii) not copy any Proprietary Information for any purpose whatsoever without written permission from each party, and (iv) not divulge any Proprietary Information or any information derived therefrom to any third party or employee, except those of each party's employees who have a legitimate "need to know" and are bound in writing to the restrictions herein. Each party will be responsible for a breach of these Terms by any of its Representatives. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Proprietary Information and will cooperate with the other party in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorized use. The term "Representatives," when used with respect to either party, means that party's affiliates, agents, officers, directors, consultants and employees.

(b) Mo'Jiva reserves the right to disclose any information, including Proprietary Information, to government authorities, and to other third parties when compelled to do so by government authorities, at our discretion, or otherwise as required or permitted by law, including, but not limited to in response to court orders and subpoenas. Mo'Jiva may also disclose information, including Proprietary Information in connection with investigations or when Mo'Jiva has reason to believe that someone is causing injury to or interference with its rights or property, other users of the Site or Services, or anyone else that could be harmed by such activities. Notwithstanding anything to the contrary in these Terms, Mo'Jiva reserves the right to use or disclose to third parties Proprietary Information of Publisher as Mo'Jiva deems necessary to promote or operate the Site or in connection with the purchase by a third party of Mo'Jiva, the Site or all or substantially all the assets of Mo'Jiva or the Site.

8. Non-Circumvention.

(a) Advertiser recognizes that Mo'Jiva has proprietary relationships with the third-party publishers which provide advertising inventory to Mo'Jiva. Advertiser agrees that it will not directly solicit publishers who participate in the Mo'Jiva network and will not engage in reverse engineering, traffic tracing or any other activity for means to directly solicit publishers. Any advertising opportunities which are made known to Advertiser through Mo'Jiva may only be pursued through use of the Services.

(b) Advertiser may not contact Mo'Jiva's affiliates, clients, partners, staff or contractors directly or indirectly (e.g. through an advertising agency or other similar competing advertising network) to solicit the business of said affiliates, clients, partners, staff or contractors.

9. Disclaimer of Warranties.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND MO'JIVA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. MO'JIVA MAKES NO REPRESENTATIONS OR WARRANTIES TO ADVERTISER THAT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT WILL PRODUCE ANY LEVEL OF PROFITS OR BUSINESS FOR THE OTHER PARTY.

10. Limitation of Liability.

(a) MO'JIVA SHALL NOT HAVE ANY LIABILITY TO ADVERTISER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT MO'JIVA'S TOTAL OBLIGATIONS AND/OR LIABILITY IN THE AGGREGATE CAN NEVER EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS ($1,000) OR (II) THE TOTAL AMOUNT PAID TO MO'JIVA BY ADVERTISER HEREUNDER.

(b) YOU ACKNOWLEDGE AND AGREE THAT: (I) MO'JIVA DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY, INCLUDING THIRD-PARTY PUBLISHERS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (II) MO'JIVA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR SERVICES OR PRODUCTS; (III) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (IV) MO'JIVA SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY SERVICES OR PRODUCTS OFFERED BY THIRD PARTIES.

(c) MO'JIVA SHALL NOT BE LIABLE FOR THE CONTENTS OF ANY ADVERTISEMENTS, WEB SITES OR WEB PAGES ON WHICH AN ADVERTISER'S CONTENT MAY BE DISPLAYED. ADVERTISER ACKNOWLEDGES AND AGREES THAT MO'JIVA IS IN NO WAY RESPONSIBLE FOR A PUBLISHER'S FAILURE TO DISPLAY ANY ADVERTISEMENTS. ADVERTISER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THAT A PUBLISHER WHICH IS A MEMBER OF THE MO'JIVA NETWORK FAILS TO DISPLAY AN ADVERTISEMENT IS TO REQUEST THAT MO'JIVA CONTACT SUCH PUBLISHER AND REQUEST THAT SUCH ADVERTISEMENT BE DISPLAYED, AND MO'JIVA SHALL MAKE REASONABLE EFFORTS TO COMPLY WITH SUCH REQUESTS FROM ADVERTISER.

11. Indemnification.

Advertiser shall indemnify, defend and hold harmless Mo'Jiva, its publishers and their respective affiliates, employees, officers, agents, directors and representatives ("Indemnified Parties"), from and against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house or outside counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with Advertiser's use of the Site and/or the Services, including, without limitation (i) any claim that Advertiser's content or advertisements infringe or violate any right of any third party; (ii) any act or omission by Advertiser in breach of these Terms; (iii) any claim, which, if true, would constitute or entail a breach by Advertiser of any of the representations or warranties set forth in these Terms; (iv) the negligence or willful misconduct of Advertiser; (v) Advertiser's violation of any law or legal requirement in connection with Advertiser's use of the Site or the Services and (vi) any claim related to payments made (or not made) by Mo'Jiva to any publisher on behalf of Advertiser (collectively, "Indemnified Claims"). Mo'Jiva in its sole discretion shall have the right to control the defense of any and all Indemnified Claims with counsel of its choice and Advertiser shall promptly pay any and all reasonable attorneys' fees and costs incurred by Mo'Jiva in connection with such defense. Advertiser shall not settle or comprise any Indemnified Claims without the prior written consent of Mo'Jiva.

12. Termination.

Mo'Jiva reserves the right to suspend or terminate the account of Advertiser and/or Advertiser's use of the Services (A) if Advertiser (i) violates these Terms; (ii) fails to maintain a positive account balance; or (iii) disrupts the operation of the Site; or (B) for any other reason which Mo'Jiva determines in its sole discretion to be in keeping with its business goals and objectives. Suspension or termination includes, but is not limited to, removal of all advertisements and cancellation of all pending ad campaigns.

13. Advertiser Integrity.

If Advertiser reasonably determines that the placement of any advertisement by Mo'Jiva hereunder harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, including, but not limited to association with Web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials, then Mo'Jiva shall use commercially reasonable efforts to request that the publisher remove such advertisement following Advertiser's notice thereof to Mo'Jiva.

14. Refunds.

Refunds may be available solely to the extent provided for in Mo'Jiva's Refund Policy.

15. Publicity.

Mo'Jiva shall have the right to reference and refer to its work for, and relationship with, Advertiser for marketing and promotional purposes.

16. Independent Contractor Status.

The parties hereto are independent contractors and these Terms shall not be construed to create an agency, partnership, joint venture or other relationship between the parties.

17. No Assignment.

Advertiser may not, without the prior written consent of Mo'Jiva, assign or transfer this agreement or any of its rights hereunder, whether by operation of law or otherwise.

18. Amendments.

Mo'Jiva reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Advertiser will be notified of any changes to these Terms and the amended Terms will be posted on the Site. Amended Terms will be effective upon posting. Advertiser's continued use of the Services after a posting of amended Terms constitutes acceptance of those changes.

19. Miscellaneous.

(a) No conditions other than those set forth in these Terms shall be binding on Mo'Jiva unless expressly agreed to in writing by Mo'Jiva.

(b) Mo'Jiva's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms by Mo'Jiva must be made in writing and signed by an authorized representative of Mo'Jiva specifically referencing these Terms and the provision to be waived. Headings used in these Terms are for convenience only and are not to be relied upon. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. These Terms will inure to the benefit of, and are intended to be enforceable by, Mo'Jiva and its successors, assigns and licensees.

(c) Mo'Jiva is not liable for delays in delivery and/or non-delivery of Services in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond Mo'Jiva's control affecting the Services.

(d) Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of these Terms and/or Advertisers use of the Site or the Services shall be exclusively governed by the laws of the State of New York without regard to its conflict of law provisions. The parties further agree to submit to personal jurisdiction in the federal or state courts of the State of New York, County of New York, as such courts shall serve as the exclusive venue for all dispute resolution.

(e) The following provisions of these Terms shall survive following the termination of Advertiser's Mo'Jiva account: 1, 3, 4, 6-11, 14, 15 and 19.