Terms and conditions

  PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT")
	CAREFULLY BEFORE USING THE SERVICES OFFERED BY FLVORFUL, INC.
	("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON, 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 COMPANY. COMPANY'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 COMPANY,
	ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.



	The Web pages available at www.flvorful.com, and all linked
	pages unless indicated otherwise ("Site"), are owned and
	operated by Company, and are accessed by you ("Subscriber")
	under the following terms and conditions:



	1. ACCESS TO THE SERVICES. Subject to the terms and
	 conditions of this Agreement, Company 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
	 provided to Subscriber through the process provided on
	 the Site ("Services"). Company may change, suspend or
	 discontinue the Services (or Subscriber's access
	 thereto) at any time, including the availability of
	 any feature, advertisement, publisher or content,
	 without notice or liability. Company reserves the
	 right, at its discretion, to refuse to allow access to
	 the Services to any applicant at any time. Company
	 also reserves the right, at its discretion, to modify
	 this Agreement at any time by posting a notice on the
	 Site, or by sending Subscriber a notice via email or
	 postal mail. Use of the Services by Subscriber
	 following such notification constitutes Subscriber's
	 acceptance of the modified terms and conditions.
	 Subscriber certifies to Company that if Subscriber is
	 an individual (i.e., not a corporation) Subscriber is
	 at least 18 years of age. Subscriber 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. Subscriber agrees to comply with the
	 technical specifications provided by Company 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 Subscriber by Company in any way.



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



	4. CONTENT. The Site and its contents are protected by
	 U.S. and international copyright laws and are intended
	 solely for the use of Company subscribers 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. Subscriber shall abide by all
	 copyright notices, information, and restrictions
	 contained in any Content accessed in connection with
	 the Services. Subscriber acknowledges and agrees that
	 if Subscriber uses any of the Services to contribute
	 or make available Content, Company 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.



	5. RESTRICTIONS. Subscriber (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 is infringing,
	 libelous, defamatory, obscene, abusive,
	 offensive or otherwise violates any law or right of
	 any third party. If Subscriber is a publisher,
	 Subscriber 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).
	 Company reserves the right to remove any Content from
	 the Site at any time, or to terminate Subscriber'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 Subscriber may have breached the terms
	 of this paragraph), or for no reason at all, subject
	 to the provisions of paragraph 14 (Termination).



	 Subscriber 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 material including materials that are
	 deemed threatening or obscene, or engage in any kind
	 of illegal activity is expressly prohibited.
	 Subscriber 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.

	 * Subscriber acknowledges and agrees that Company
	 has no special relationship with or fiduciary
	 duty to Subscriber and that Company has no
	 control over, and no duty to take any action
	 regarding: which users gains access to the Site
	 or Services; what Content Subscriber accesses or
	 receives via the Site or Services; what Content
	 other subscribers 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 Subscriber or its
	 users or customers may interpret, view or use
	 the Content; what actions Subscriber 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 Subscriber is a publisher,
	 Subscriber 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 Subscriber is solely
	 responsible (and assumes all liability and risk)
	 for determining whether or not such Content is
	 appropriate or acceptable to Subscriber, and
	 (ii) if Subscriber is an advertiser, Subscriber
	 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 Subscriber is
	 solely responsible (and assumes all liability
	 and risk) for determining whether or not such
	 Content is appropriate or acceptable to
	 Subscriber.

	 * Subscriber releases Company from all liability
	 in any way relating to Subscriber'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 Subscriber to sites containing,
	 information that some people may find offensive
	 or inappropriate. Company makes no
	 representations concerning any content contained
	 in or accessed through the Site or Services, and
	 Company 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. Company 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
	 Subscriber in connection with the Services.

	 * THE SERVICES, CONTENT AND SITE ARE PROVIDED ON
	 AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY
	 KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
	 WITHOUT LIMITATION, IMPLIED WARRANTIES OF
	 MERCHANTABILITY, FITNESS FOR A PARTICULAR
	 PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT
	 WARRANT THE RESULTS OF USE OF THE SERVICES,
	 INCLUDING, WITHOUT LIMITATION, THE RESULTS OF
	 ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER
	 ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT
	 THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON
	 HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
	 LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

	 * ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE
	 (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF
	 CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION
	 OR INFORMATION TRANSMITTED ON OR THROUGH THE
	 SITE, SERVICES OR ANY WEBSITE LINKED TO THE
	 SITE. Company will not be liable for the privacy
	 of e-mail addresses, registration and
	 identification information, disk space,
	 communications, confidential or trade-secret
	 information, or any other Content stored on
	 Company's equipment, transmitted over networks
	 accessed by the Site, or otherwise connected
	 with Subscriber's use of the Services.



	 7. COPYRIGHT DISPUTE AND PRIVACY POLICIES. Please review
	 Company's Copyright Dispute Policy

	 http://www.flvorful.com/login/copyrightdispute if
	 Subscriber believes that material or content residing
	 on or accessible through the Site or Services
	 infringes a copyright. Please also review Company's
	 Privacy Policy 
	http://www.flvorful.com/login/privacy
	 
	 for information regarding Company's policies and
	 practices regarding the use of Subscriber personal
	 information.



	 8. REGISTRATION AND SECURITY. As a condition to using
	 Services, Subscriber may be required to register with
	 Company and select a password and Subscriber name
	 ("Company User ID"). Subscriber shall provide Company
	 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 Subscriber's account.
	 Subscriber may not (i) select or use as a Company User
	 ID a name of another person with the intent to
	 impersonate that person; (ii) use as a Company 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 Company
	 User ID. Company reserves the right to refuse
	 registration of, or cancel a Company User ID in its
	 discretion. Subscriber shall be responsible for
	 maintaining the confidentiality of Subscriber's
	 Company password.



	 9. INDEMNITY. Subscriber will indemnify and hold Company,
	 its parents, subsidiaries, affiliates, officers and
	 employees, harmless, including costs and attorneys'
	 fees, from any claim or demand made by any third party
	 due to or arising out of Subscriber's access to the
	 Site, use of the Services, the violation of this
	 Agreement by Subscriber, or the infringement by
	 Subscriber, or any third party using the Subscriber's
	 account, of any intellectual property or other right
	 of any person or entity.



	 10. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE
	 LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I)
	 FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES
	 PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT,
	 INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY
	 KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE
	 EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
	 DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY
	 NOT APPLY TO SUBSCRIBER.



	11. FEES AND PAYMENT. Some of the Services require payment
	 of fees. Subscriber shall pay all applicable fees, as
	 described on the Site in connection with such Services
	 selected by Subscriber. Company reserves the right to
	 change its price list and to institute new charges at
	 any time, upon prior notice to Subscriber, which may
	 be sent by email or posted on the Site. If Subscriber
	 is a publisher, Subscriber shall receive as payment a 
	 percentage of the sale price of advertisements displayed 
	 in connection with Subscriber's website as determined
	 by Company for Subscriber's use of the Services.
	 Subscriber's payable revenue shall be
	 determined on the first day of each month, on
	 which day those revenues accrued to Subscriber's
	 account thirty (30) or more days earlier shall become
	 eligible to be paid. Payments to Subscriber shall be
	 sent by Company within approximately ten (10) days
	 of the previous calendar month end. In addition, if Subscriber is 
	 a publisher, Subscriber agrees that
	 (i) any payments that may become due to Subscriber
	 (as described on the Site) are specifically
	 conditioned upon Company's receipt of full payment
	 from the applicable advertiser, and that any such
	 payments do not become due to Subscriber until 30 days
	 after Company's receipt of full payment from the
	 applicable advertiser, and (ii) if Company does not
	 receive the applicable payment in full from any such
	 advertiser, or Company’s payment from advertiser is later 
	 reversed at any time, Company shall have no liability or
	 responsibility to Subscriber (and Subscriber hereby
	 releases Company) with respect thereto. If Subscriber
	 disputes any payment made in connection with the
	 Services, Subscriber must notify Company in writing
	 within thirty (30) days of any such payment. Failure
	 to so notify Company shall result in the waiver by
	 Subscriber of any claims related to such disputed
	 payment. Payment shall be calculated solely based on
	 records maintained by Company. No other measurements
	 or statistics of any kind shall be accepted by Company
	 or have any effect under this Agreement. Company shall
	 not be liable for any payment based on (i) any
	 fraudulent impressions generated by any person, robot,
	 automated program or similar device or for fraudulent
	 impressions similarly generated on any advertisements,
	 as reasonably determined by Company; (ii)
	 advertisements delivered to end users whose browsers
	 have JavaScript disabled; or (iii) impressions
	 commingled with a significant number of fraudulent
	 impressions or fraudulent clicks described in (i)
	 above, or as a result of another breach of this
	 Agreement by Subscriber for any applicable pay period.
	 Company reserves the right to withhold payment or
	 charge back Subscriber's account due to any of the
	 foregoing or any breach of this Agreement by
	 Subscriber. In addition, if Subscriber is past due on
	 any payment to Company in connection with the
	 Services, Company reserves the right to withhold
	 payment until all outstanding payments have been made.
	 To ensure proper payment, Subscriber is solely
	 responsible for providing and maintaining accurate
	 contact and payment information associated with
	 Subscriber's account and Company User ID. For U.S.
	 taxpayers, this information includes without
	 limitation a valid U.S. tax identification number and
	 a fully-completed Form W-9. For non-U.S. taxpayers,
	 this information includes without limitation either a
	 signed certification that the taxpayer does not have
	 U.S. activities or a fully-completed Form W-8 or other
	 form, which may require a valid U.S. tax
	 identification number, as required by the U.S. tax
	 authorities. Any bank fees related to returned or
	 canceled checks due to a contact or payment
	 information error or omission may be deducted from the
	 newly issued payment. Subscriber agrees to pay all
	 applicable taxes or charges imposed by any government
	 entity in connection with Subscriber's use of the
	 Services.  Note, Flvorful may debit any account to setoff a 
	 negative balance in another account, or to pay any amounts 
	 that are past due for a period of 180 Days.



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



	 13. INFORMATION RIGHTS. Company may retain and use for its
	 own purposes all information Subscriber provides,
	 including but not limited to Site demographics and
	 contact and billing information. Subscriber agrees
	 that Company may transfer and disclose to third
	 parties personally identifiable information about
	 Subscriber for the purpose of approving and enabling
	 Subscriber's participation in the Services, including
	 to third parties that reside in jurisdictions with
	 less restrictive data laws than Subscriber's own
	 jurisdiction. Company disclaims all responsibility,
	 and will not be liable to Subscriber, however, for any
	 disclosure of that information by any such third
	 party. Company may share aggregate (i.e., not
	 personally identifiable) information about Subscriber
	 with advertisers, publishers, business partners,
	 sponsors, and other third parties. In addition,
	 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.  Additionally, Subscriber grants to 
	 Company a non-exclusive license to republish in any medium
	 advertisements, web pages, banners, interstitials or other 
	 content for purposes of marketing Company products 
	 and Services.



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



	 15. REPRESENTATIONS AND WARRANTIES. Subscriber represents
	 and warrants that (i) Subscriber is the owner of each
	 website Subscriber designates in connection with the
	 use of Services or that Subscriber is legally
	 authorized to act on behalf of the owner of such
	 website for the purposes of this Agreement, and (ii)
	 Subscriber has all necessary right, power and
	 authority to enter into this Agreement and to perform
	 the acts required of Subscriber hereunder. Subscriber
	 further represents and warrants that each of
	 Subscriber'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.



	 16. 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.
	 Company shall not be liable for any failure to perform
	 its obligations hereunder where such failure results
	 from any cause beyond Company's reasonable control.
	 If any provision of this Agreement is found to be
	 unenforceable or invalid, that provision shall be
	 limited or eliminated to the minimum extent necessary
	 so that this Agreement shall otherwise remain in full
	 force and effect and enforceable. This Agreement is
	 not assignable, transferable or sublicensable by
	 Subscriber except with Company's prior written
	 consent. This Agreement shall be governed by and
	 construed in accordance with the laws of the state of
	 California without regard to the conflict of laws
	 provisions thereof. Both parties agree that this
	 Agreement is the complete and exclusive statement of
	 the mutual understanding of the parties and supersedes
	 and cancels all previous written and oral agreements,
	 communications and other understandings relating to
	 the subject matter of this Agreement, and that all
	 modifications must be in a writing signed by both
	 parties, except as otherwise provided herein. No
	 agency, partnership, joint venture, or employment is
	 created as a result of this Agreement and Subscriber
	 does not have any authority of any kind to bind
	 Company in any respect whatsoever.