Targeted Contextual Cost Pay Per View CPV PPV Advertising

Advertiser Terms and Conditions

These Advertiser Terms and Conditions, along with the information you ("you" or "your" means you, your company and agents, as applicable) provided at the Advertiser Area located at www.directcpv.com(the "Login") (collectively, the "Agreement") are entered into by and between you and Directcpv Technologies Inc.,. ("Directcpv"). This Agreement governs your use of Directcpv's Advertising Products (the "Service"). You and Directcpv agree as follows:

1. THE ADVERTISING PRODUCTS

Subject to these Advertiser Terms and Conditions, Directcpv will provide you with one or more of its Advertising Products. Directcpv may, in its sole discretion, discontinue any Advertising Product at any time without liability and/or notice to you. The Advertising Products, as applicable, will link or direct internet users to your landing pages and/or websites based on your keywords, ad content, ad information, and ad URLs (collectively, your "Ad"). You are solely responsible for your Ad, whether generated by or for you; and all services and products which are advertised in the Ad. You understand and agree that your Ad may be placed on (a) any content or property provided by Directcpv; and (b) any other content or property provided by a third party upon which Directcpv places advertisements (a "Partner"). Directcpv reserves the right to reject, cancel or remove any Ad at any time. With respect to the CPView Advertising Product, you understand and agree that your Ad will be displayed via pop-ups and pop-unders to internet users which have downloaded third party software applications onto their computers ("Desktop Application").

2. THE SERVICE

Directcpv will use commercially reasonable efforts to provide the Service to you 24 hours a day, 7 days a week. You agree and acknowledge that from time to time the Service may be inaccessible or inoperable for any reason, including without limitation (equipment malfunction, periodic maintenance procedures or repairs that Directcpv may undertake from time to time, or any causes beyond the control of Directcpv).

a) "Advertiser Referral" Program: Directcpv will also compensate Advertiser for sales generated by other Advertiser referred to Directcpv by the Advertiser. When a new Advertiser signs up for the Program through the approved Advertiser Referral link provided to the Advertiser by Directcpv, the Advertiser will receive a commission on money spent by that referred Advertiser. Commission will be 5% of the money spent during the month which will be credited to your Advertiser account net 30 day (being 30 days from the amount being spent). Prior to commission payout, manual adjustments may be made to account for bonuses, negative account balances, fraudulent charges, and refunds.

3. LICENSE

You hereby grant to Directcpv and its Partners, all rights (including but not limited to, all trade names, trademarks, service marks and copyrights) in the Ad needed to operate the Service (including but not limited to any rights needed to copy, use, store, publicly display, modify, distribute, perform and transmit your Ad).

4. REPRESENTATIONS AND WARRANTIES

You represent and warrant that (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this Agreement; (c) by entering into this Agreement you are not breaching any duty or obligation to any third party;Sending CPV traffic(pop-ups) to third party networks including but not limited to, Google AdSense/ Yahoo/ Bing could result in a violation of their terms and conditions so please make sure you are complesent not to breach any third party terms. (d) the person executing the Agreement is your duly authorized representative and authorized to bind you to the terms of the Agreement; (e) your Ad and any service or product advertised in your Ad, complies with applicable law and does not contain any content that infringes any intellectual property, contract or tort right of any third party or material or link that is abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, misleading, false or malicious and does not reflect poorly on or tarnish the reputation or goodwill of Directcpv; (f) your Ad does not contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (g) you will not engage in, or cause others to engage in, spamming, or improper malicious, fraudulent, automated (as determined by Directcpv) clicking, impressions, inquiries, conversions or other actions. Breach of any of the above representation and warranties may result in immediate termination of this Agreement or suspension of your use of the Service without notice, as well as legal penalties.

5. PAYMENT

Before you access the Service, Directcpv will charge the credit card you provided in the Login an initial payment in the amount you request, but no less than $100 (USD) ("Initial Payment"). Upon confirmation of your Initial Payment, Directcpv will provide you with access to the Service, however testing and using the website is absolutely free . You agree to compensate Directcpv for all impressions, conversions, clicks or other actions (collectively, "Actions") generated by the Service ("Payment"). Your Payment is based solely on Directcpv's measurement of Actions for the applicable Advertising Product, unless otherwise agreed to between the parties in writing. You authorize Directcpv to receive Payment by credit card for each subsequent 30 day billing period based upon the Actions recognized by Directcpv and the parameters you request in the Login ("Recurring Payment"). You agree that no additional notice or consent is required before Directcpv charges your credit card for each Recurring Payment. The Initial Payment is non-refundable. You will promptly notify Directcpv in writing of any change in your information provided in the Login at DirectCPV.com. Late Payments bear interest at the rate of 1.5% per month or the highest rate permitted by law, if less. In Directcpv's sole discretion, it may provide you with a refund. Refunds will only be provided in the form of a credit to be used to offset a future Recurring Payment. There will be no cash refund on Bonus credits given. You agree to submit any disputes about any Recurring Payment in writing to Directcpv within 15 days from the date you owe the Recurring Payment, otherwise you waive such dispute and the amount of the Recurring Payment will be final and not subject to challenge. All payments pursuant to this Agreement shall be in United States Dollars

6. DISCLAIMER; LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, DIRECTCPV DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DIRECTCPV DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES DIRECTCPV MAKE ANY WARRANTY AS TO THE PERFORMANCE OF ANY RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SERVICE OR ANY ADVERTISING PRODUCT. IN NO EVENT SHALL DIRECTCPVBE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INTEREST, GOOD WILL, LOST DATA, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION TO NEGLIGENCE) OR ANY LEGAL THEORY EVEN IF DIRECTCPV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY DIRECTCPV, DIRECTCPV'S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID DIRECTCPV PURSUANT TO THIS AGREEMENT. You understand that third parties may generate Actions on your Ad for improper purposes ("Improper Actions") and you accept said risk. Directcpv's exclusive liability and your exclusive remedy for suspected Improper Actions is for you to make a claim for a refund in a form of a credit to be applied against a future Recurring Payment. Any refund for suspected Improper Actions are within Directcpv's exclusive discretion. With respect to the CPView Advertising Product, you understand and acknowledge that you Ad will be displayed via Desktop Application which is not owned, controlled, distributed, maintained or operated by Directcpv("Third Party Operator"). UNDER NO CIRCUMSTANCES, IS DIRECTCPV LIABLE TO YOU FOR THE ACTIONS OF A THIRD PARTY OPERATOR.Sending CPV traffic(pop-ups) to third party networks including but not limited to, Google AdSense/ Yahoo/ Bing could result in a violation of their terms and conditions, so please make sure you are complesent not to breach any third party terms. Your exclusive remedy, for suspected improper or invalid actions by a Third Party Operator, is for you to make a claim against the Third Party Operator. Under no circumstances will Directcpv indemnify you from any loss, damages, costs and fees, including reasonable attorney's fees arising from or relating to your claim against a Third Party Operator or any action brought by an internet user arising from or relating the actions of a Third Party Operator or your use of CPView. You assume all risks associated with the use of Desktop Application to display your Ad.

7. INDEMNIFICATION

You agree to indemnify, hold harmless and defend Directcpv and its Partners, directors, officers, employees and agents from any liability, loss, damages, claims, or causes of action, including reasonable attorneys fees arising from or relating to: (a) any allegation that you engaged in conduct, if true would breach your warranties and/or obligations under this Agreement; and (b) any third party claims relating to your Ad and/or any service or product advertised in your Ad.

8. ADVERTISING AGENCIES

If you are an advertising agency or any other entity representing an advertiser ("Ad Agency"), this Section applies, and in such case, in the Agreement, "you" and "your" means Ad Agency together with the advertiser. An "advertiser" mean entities which are enrolled in the Service by you. Ad Agency represents and warrants that: (a) it is the authorized agent of advertiser and has the legal authority to enter into this Agreement on behalf of the advertiser; and (b) Ad Agency, by enrolling the advertiser in the Service, the advertiser is also entering into the Agreement with Directcpv. Without limiting any provision in the Agreement, Ad Agency and advertiser shall be jointly and severally liable for all payment obligations pursuant to Sections 5 and 7 you hereby waive any obligation that may require Directcpvto proceed against one or more of you prior to proceeding against any others who may also be liable.

9. CANCELLATION

You may cancel the Service online through the Login or by providing Directcpv with 72 hours written notice of cancellation, including without limitation, by electronic email to support@directcpv.Com. Directcpv will use its best efforts to cancel the Service within 72 hours after receipt of your written notice to cancel the Service. You are responsible to pay for Ads published up to 72 hours after Directcpv receives your written notice of cancellation. Directcpv, in its sole discretion, may cancel the Service at any time. Sections 2, 3, 4, 5, 6, 7, 8, 10 and 11 will survive cancellation of this Agreement.

10. RELATIONSHIP; ASSIGNMENT; SEVERABILITY; MODIFICATION

The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. You may not assign or delegate any or all of your rights, obligations, and duties under the Agreement without the prior written consent of Directcpv, which may be withheld in Directcpv's sole discretion. If any clause or provision in the Agreement is determined to be invalid or unenforceable, it will not affect the validity of any other clause or provision the Agreement, which will remain in full force and effect. Directcpv reserves the right to modify the terms of the Agreement at time, without notice to you. If you continue to use an Advertising Product after any such changes, your continued use will constitute your consent to such modifications. You will notify Directcpv immediately to any change to the information provided in the Login.

11. RELATIONSHIP; ASSIGNMENT; SEVERABILITY; MODIFICATION

ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT, AN ADVERTISING PRODUCT OR THE SERVICE SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL AND STATE COURT OF LOS ANGELES COUNTY CAILIFORNIA, USA, AND YOU CONSENT TO PERSONAL JURISDICTION IN SAID COURTS. THIS AGREEMENT IS GOVERNED BY CALIFORNIA LAW, EXCEPT FOR ITS CONFLICTS OF LAW PRINCIPLES AND SHOULD BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT. Any rights not expressly granted herein are reserved by Directcpv. The parties waive the personal service of any process upon them and agree that service may be effected by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement. Directcpv shall be entitled to recover all reasonable costs of collection (including attorneys' fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from You. Directcpv controls and operates the Service from its offices in Canada. and access or use where illegal is prohibited. The Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Directcpv. The term and condition of this Agreement are confidential. Each party shall not disclose the terms and conditions of this Agreement except as necessary to comply with a government rule, law or regulation. Any notices to Directcpv must be sent Directcpv Technologies Inc. via confirmed facsimile with a copy sent first class mail or air mail or overnight courier and are deemed given upon receipt. Notice to you may be given to you by electronic email to the address you provided in the Login and is deemed received when sent. The failure by Directcpv to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of Directcpv's rights hereunder to enforce each and every term and condition of this Agreement. You acknowledge that the Service, including, without limitation, all trade names, trademarks, service marks, content, text images, software, media and other material contained therein, is a work or collective work, proprietary to Directcpv, protected under copyright, trademark and other intellectual property laws.