• “Ad” or “Creative” means the graphic or text file(s) provided to Publisher to market on behalf of Advertiser and/or mKhoj.

• “Advertiser” means mKhoj and/or the advertiser or advertising agency providing Ads to mKhoj for use on Publisher's Website(s) as specified herein.

• “Approved Websites” means the Publisher’s domain(s) and/or specific root URLs approved by mKhoj.

• “mKhoj Code” means pixels, intellectual property or other computer code provided by mKhoj for use by Publisher.

• “mKhoj Network” means mKhoj's affiliated group of third-party Websites or Mobile VAS providers by which mKhoj may insert Ads.

• “mKhoj System” refers to the collection of software, including ad serving and measurement technologies that mKhoj uses to provide services to both advertisers and publishers.

• “CPM” means a campaign for which Publisher shall be paid on a Cost Per Thousand Impressions basis as measured by mKhoj.

• “Click, Click-Thru or Click-Through” means the activation of a hyperlink using a mouse or other input device. The click-through is essential to the interactivity of online advertising.

• “Click-Through Rate” or “CTR” means the rate of activated ads to total ads displayed.

• “Impressions” means the number of times an Ad is served to, and received by, a unique visitor on Publisher's Website or other media as measured by mKhoj.

• “Incentivized Traffic” means a Website where Ads are placed where Users have some sort of incentive to click through on Ads.

• “Network IP” means the Ads, mKhoj Code or other intellectual property made available to Publisher in connection with its performance under this Agreement.

• “Prohibited Conduct” means conduct, during the course of performance of this Agreement that is listed or related to the proscribed conduct listed in Section 2.

• “Publisher Media” shall mean the Website, search engine or other electronic media on which Publisher places Ads.

• “Unique Click” means the number of times, as recorded by mKhoj’s server, a User viewing Publisher's Media, as identified by a cookie or IP address, clicks on a Creative, provided however, that a click on a specific Creative by a particular User shall only be counted as a Unique Click once every 24-hour period.

• “User” means any person accessing Publisher Media.

• “Website” means an HTML document containing a set of information available via the Internet.

• "WAP Site" means an HTML document containing a set of information (similar to Website) available using mobile device via GPRS. For the purpose of this document, whatever is applicable for Websites, the same is valid for WAP sites.

• "SMS" means a text based Short Messaging Service available as message option in every mobile phone.

• "Mobile VAS" means Value Added Services provided for Mobile Phone users.

• "Short Code" means premium SMS number which is taken at individual operator level.

(a) Membership: Membership in the Network is subject to prior approval by mKhoj. mKhoj reserves the right to refuse service to any new or existing Publisher for any reason, in its sole discretion. Approval of membership in the Network is limited only to the domains, Short Code and/or specific root URLs for which Publisher has applied for approval by mKhoj. mKhoj reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website or SMS Short Code for any reason at any time with or without notice to the Publisher and regardless of whether such Publisher, SMS Short Code or Website was previously accepted. Without limiting the foregoing, mKhoj reserves the right to require a potential or existing Publisher to submit detailed descriptions or explanations of the Publisher’s Website(s) or application(s) functionality and back-end technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the Network. This Agreement is voidable by mKhoj immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. Unless otherwise advised due to technological issues by mKhoj, any person, Publisher, or affiliated group may have only one account, however, each account may include multiple Websites/domains. In the event that a Publisher signs up more than one Website/domain, and it has been approved by mKhoj, each and every additional Website/domain is obligated and bound by these same terms and conditions. In any event, mKhoj reserves the right to reject or approve any additional Website(s), and is under no obligation to accept any Website(s), even if the additional Website(s) is the property of an already approved Publisher. All activity for a given account will be consolidated into one report.

(b) mKhoj Websites & Short-Codes: For purposes of this Agreement, all Websites and short codes that are owned, operated or hosted by or on behalf of mKhoj, including, without limitation, mKhoj's branded Website at http://www.mKhoj.com, its short code 55599 (In India), are referred to herein collectively as the "mKhoj Websites." You agree that you will not use the mKhoj Websites or any content therein or data obtained there from for any purposes other than to fulfill this Agreement and that you will not disseminate any of the information contained on mKhoj Websites, without prior consent from mKhoj. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage your account with mKhoj or to monitor or copy the mKhoj Websites or the content contained therein except via automated means expressly made available by mKhoj, if any, or authorized in advance and in writing by mKhoj (for example, mKhoj-approved third-party tools and services). You will not interfere or attempt to interfere with the proper working of the mKhoj Websites or any program thereon, or the mKhoj System. Without limitation to the foregoing, you further agree that you will not take any action that imposes an unreasonable or disproportionately large load on the mKhoj Websites, any programs thereon, or mKhoj's infrastructure, as determined by mKhoj.

(c) Services: Publisher understands and agrees that from time to time the mKhoj System hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which mKhoj may undertake from time to time; or (iii) causes beyond the control of mKhoj or which are not reasonably foreseeable by mKhoj, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of Websites or interfaces, network congestion or other failures. While mKhoj will attempt to provide the services on a continuous basis, Publisher acknowledges and agrees that mKhoj has no control over the availability of the services on a continuous or uninterrupted basis. Publisher also understands and agrees that mKhoj is not responsible for the functionality of any third-party Website or interface. Terms of this Agreement are subject to mKhoj hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement. mKhoj reserves the right to discontinue offering any of the mKhoj Systems and/or mKhoj Websites at any time. Except as otherwise specified by mKhoj, Publisher agrees that it will direct all communications relating to any mKhoj Website or your participation therein directly to mKhoj and not to any other entity.

(a) Pre-approval Required: Publishers that have Websites or Mobile VAS service that relate to or have any characteristic of the following shall be approved on a case by case basis: (i) excessive ads, app – quest/test, user content (blogs, etc.), (ii) controversial issues, religion, sexual orientation and/or edgy humor, (iii) wrestling, (iv) anime, (v) old content, and/or (vi) poor quality design and functionality.

(b) Prohibited Conduct: mKhoj does not accept Websites or Mobile VAS that produce, relate to or have characteristics of Prohibited Conduct. “Prohibited Conduct” is defined as:

(i) Ad Placement & Tracking: Publisher shall not: (1) Place Creatives or Ads in emails without prior consent and tracking from mKhoj; (2) Intentionally place Creatives on blank web pages or on web pages with no content; (3) Stack Creatives (e.g. place on top of one another so that more than 2 ads are next to each other); (4) Place Creatives on non-approved Websites or web pages, or in such a fashion that may be deceptive to the User; (5) Incentivize offers or create the appearance to incentivize offers; (6) Place statements near the Ads requesting that Users "click" on the Ad (i.e., "Please click here") or "visit" the sponsor (i.e., "Please visit our sponsor"); (7) Place misleading statements near the Ad (i.e., "You will win $5,000."); (8) Redirect traffic to a Website other than that listed by the particular Advertiser; (9) Ask Users to take advantage of other Ads or offers other than those listed by the particular Advertiser; (10) Serve Creatives, or drive traffic to such Creatives, using any downloadable applications without the prior written approval of mKhoj, which, if provided, is subject in each case to the following condition: Creatives delivered in approved downloadable applications may only be shown once per User session when the application is active, enabled and clearly recognizable by the end User as being active and enabled. Serving Creatives at anytime when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; (11) Use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; (12) Attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Website tags, source codes, links, pixels, modules or other data provided by or obtained from mKhoj that allows mKhoj to measure ad performance and provide its service.

(ii) Websites: Publisher shall not place any Creative, Ads or Network IP on Web Sites that contain, promote, reference or have links to: (1) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of mKhoj; (2) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity.; (3) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (4) Websites under construction, hosted by a free service, personal home pages, or do not own the domain they are under; (5) charity clicks/donations, paid to surf, personal Websites, Website applicants who are not the owner of or employed by the applying Website, active x downloads, no content (link site), all affiliate links, or incentivized traffic; (6) Promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware. For purposes hereof, “Spyware” shall mean computer programs or tools that (i) alter a computer User’s browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a computer User’s reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a User’s computer; (iv) send email through a User’s computer without prior authorization; (v) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (vi) other similar activities that are prohibited by applicable law.

(iii). Search & Miscellaneous: Publisher shall not: (1) Violate guidelines of any search engines being utilized; (2) Engage in search engine spam, doorway pages, cloaking, etc.; (3) Bid on any trademarked name or terms in any PPC/“keyword”/”adword”/campaign; (4) Conduct search Ads falsely suggesting a link between mKhoj and a third- party or otherwise infringing on a third-party’s intellectual property rights; (5) Engage in any advertising via facsimile or telemarketing; (6) Engage in any misleading or deceptive conduct.

(a) Compliance with Industry Standards: Publisher agrees to undertake and complete the services as specified by the mKhoj Network, including all Ad placement restrictions or channels specified, in accordance with the highest industry standards. Publisher shall position the Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in a similar manner as other merchants included in the Website.

(b) No Modifications to Creative, Code or Network IP: Except as permitted under this Agreement, Publisher may not alter, copy, modify, take, sell, re-use, or divulge in any manner any Creative, Network IP or computer code provided by mKhoj without mKhoj’s prior written consent. Publisher may not copy mKhoj's Ads and display them from Publisher's Website directly; redirect traffic to a Website other than that listed by mKhoj or the Advertiser; or ask Users to take advantage of other Ads or offers other than those listed by mKhoj or Advertiser. Any mKhoj content which is copied, changed or altered without prior written consent will result in non-payment for the campaign and may result in termination. Any approved modifications to mKhoj Code or Network IP shall be owned solely by mKhoj.

(c) Requirements: Publisher shall be solely responsible for (i) managing its advertising content exclusions in the mKhoj interface, and (ii) placing Ads on the Publisher Media, which placement shall be subject to the terms and conditions of this Agreement. Ads may only be placed on Approved Websites. mKhoj pop-up or pop-under window cannot be launched from Websites that launch more than a total of one pop window, including the mKhoj pop. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same page. Publisher will not place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. Publisher agrees to use the mKhoj Code provided by mKhoj for displaying an Ad not more than ONCE per page view. Placement of ads in email must be done after notifying mKhoj so appropriate tracking measures can be put in place.

(d) Default Ads: Publisher acknowledges and agrees that mKhoj may not be able to fill 100% of advertising requests sent to its servers with paying Ads. If Publisher chooses not to specify a default redirect ad, mKhoj will display so-called 'house' and/or 'AdCouncil' ads on Publisher's Website when paid advertising is unavailable. mKhoj may also display so-called 'house' and/or 'AdCouncil' ads on Publisher's Websites when technical difficulties require it. So-called 'house' and 'AdCouncil' ads are not paid advertising. Under no circumstances does mKhoj guarantee to provide any percent fill of paid advertising to a Website.

mKhoj will not tolerate or accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its customers and/or clients including but not limited to the activities stated in this Agreement. mKhoj employs individuals for the express purpose of monitoring the Publisher's Websites within our network to ensure that our customers and clients are receiving the highest quality campaigns. mKhoj has also developed an advanced anti-fraud system and regularly audits Publisher's traffic. Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivized clicks, will have their account permanently removed from the Network and may not be compensated for fraudulent traffic. mKhoj has several fraud mechanisms at its disposal that will detect most forms within a few days of the initial activity. All Creatives must be served from an mKhoj server or serving location, or through a mKhoj approved 3rd-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment.

(a) Licenses: At the agreed upon pay-out price and provided that Publisher complies with all provisions of this Agreement, mKhoj hereby grants to Publisher a nonexclusive, limited, revocable license to use, execute, and display the Network IP solely for purposes of performing its other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as mKhoj granting Publisher any right, title or interest in Network IP. Publisher acknowledges and agrees that mKhoj and/or Advertiser owns all right, title and interest in and to the Network IP and all related intellectual and proprietary rights of any kind anywhere in the world. Publisher’s use of the Network IP or the results created thereby, or disseminating or distributing any of this information except as expressly permitted by this Agreement is strictly forbidden and will result in the termination of this limited license and may result in Publisher being held liable under applicable law.

(b) Intellectual Property Ownership: Subject to the limited licenses granted to mKhoj and Publisher hereunder, each party shall own and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, Short codes, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future ("Intellectual Property"). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.

(c) Data Ownership: Publisher understands that all data, including, but not limited to, personally identifiable information provided by Users in response to an Ad and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by mKhoj from such data is the sole and exclusive property of Advertiser and mKhoj and is considered Confidential Information pursuant to this Agreement. mKhoj and/or its Advertisers, in their sole discretion, shall have the right to market and re-market the User(s) and or data without further obligation to Publisher. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third-party. Unless otherwise agreed to in writing by the parties, any other use of such information is strictly prohibited.

(a) Publisher Responsibility: The parties hereby acknowledge that Publisher is solely responsible for the method of dissemination of the campaigns, and that mKhoj will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher.

(b) Publisher Warranties: Publisher represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) it will comply with all applicable federal (national), state and local laws and regulations including, without limitation, laws relating to advertising, telecom policies, the Internet, privacy and unfair business practices; (iii) it will not engage in Prohibited Conduct; (iv) it will comply with mKhoj’s Privacy Policy as amended from time to time; (v) that Publisher is at least 18 years of age on the effective date of this Agreement; and (vi) that mKhoj does not make any specific or implied promises as to the successful outcome of any campaigns.

(c) Mutual Warranties: Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in the Agreement.

(a) Obligations: Consumer privacy is of paramount importance to mKhoj, its subsidiaries, and its customers. mKhoj is committed to protecting the privacy of consumers, clients, and Advertisers, and to do its part to maintain the integrity of the Internet. Publisher therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement.

(b) Privacy Requirements: Publisher agrees to the following and must clearly post on its Website an easy to understand privacy policy that (i) is in compliance with all federal (national, in the US compliant with FTC) guidelines and any other applicable laws, rules and regulations with respect to online privacy; (ii) identifies the nature and scope of the collection and use of information gathered by Publisher and offers the User an opportunity to opt out from such collection and use of the data; and (iii) contain language materially similar to the following:

"We have contracted with mKhoj to monitor certain pages of our website for the purpose of reporting website traffic, statistics, advertisement 'click-throughs', and/or other activities on our website. Where authorized by us, mKhoj may use cookies, web beacons, and/or other monitoring technologies to compile anonymous statistics about our website visitors. mKhoj may use this data and statistics to track users and serve advertising based on the collected data and statistics. However, no personally identifiable information is collected by or transferred to any party other than the Advertiser.”

(c) Cookies: Publisher acknowledges that (i) cookies are important devices for measuring advertising effectiveness and ensuring a robust online advertising industry and (ii) efforts are required to increase User awareness about the use of cookies and their role in providing free content and other benefits to Users. Publisher agrees to take such steps as may be commercially reasonable and appropriate to promote User awareness about cookies or similar devices as may be identified by mKhoj.

a) Payment Rate: mKhoj reserves the right to set campaign rates, which may vary with market conditions. Publishers will typically be paid within forty-five (45) business days after the end-of-month. Do not invoice mKhoj; all Publisher invoices are discarded. Publishers will be paid at the account level. All accounts will be settled in US dollars or Indian Rupees (INR) depending on where the Publisher is based. No check will be issued for any amount less than US$25 or INR 1000 or equivalent value in applicable currency (“Minimum Payment Threshold”). All unpaid earnings will rollover to the next pay period. Any Publisher account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Network. As a condition to mKhoj's obligation to make payments hereunder to Publisher, Publisher must have on file with mKhoj a completed and accurate W-9 (for US-based Publisher's) or PAN card of the company (for India-based Publishers). Publisher payments will be withheld until the appropriate taxation documents are received by mKhoj. If the required tax documents are not on file with mKhoj within three months of the date of a scheduled payment, mKhoj may charge a monthly administrative fee, representing mKhoj’s cost of establishing and maintaining Publisher's account, equal to 25% of the original balance. All payments are based on actuals as defined, accounted and audited by mKhoj. mKhoj reserves the absolute right to withhold payment from accounts or Publishers that violate any of the terms and conditions set forth herein. mKhoj will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate this Agreement. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.

(b) Breach or Fraud: If any Publisher violates or refuses to fulfill its responsibilities, or commits fraudulent activity, mKhoj reserves the right to withhold payment and take appropriate legal action.

(c) Calculation: Calculation of Publisher earnings, including Impressions and click through numbers, shall be in mKhoj’s sole discretion. In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to mKhoj detailing, with specificity, Publisher's concerns. Thereafter, mKhoj will provide Publisher with an explanation or, if such calculations are determined by mKhoj to be incorrect, an adjustment. mKhoj’s calculations shall be final and binding. In the event no adjustment is necessary, Publisher shall reimburse mKhoj for its expenses in responding to Publisher's requests under this Section if it exceeds USD$100.

Publisher is solely responsible for any legal liability arising out of or relating to (i) Publisher's Website(s), (ii) any material to which Users can link through Publisher's Website(s), and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any campaign conducted by Publisher, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer. Publisher shall indemnify, defend, and hold harmless mKhoj and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively “mKhoj Parties”) harmless from and against any and 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 counsel time, court costs and witness fees) (collectively “Losses”) incurred by, or imposed or asserted against, the mKhoj Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (a) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Publisher's Website(s); (b) any breach by Publisher of any duty, representation or warranty under this Agreement; (c) any breach by mKhoj of any duty, representation, or warranty to provide Ad(s) for placement on Publisher's Website(s) due to any breach by Publisher of this Agreement; (d) a contaminated file, virus, worm, or Trojan horse originating from the Publisher's Website(s); or (e) gross negligence or willful misconduct by Publisher.

(a) Disclaimer of Warranties: ALL SERVICES PROVIDED BY THE mKhoj ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, mKhoj MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. mKhoj IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

(b) Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL mKhoj BE LIABLE TO PUBLISHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF mKhoj HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL mKhoj’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR ONE THOUSDAND DOLLARS ($1,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST mKhoj MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

(c) Consideration: PUBLISHER ACKNOWLEDGES THAT mKhoj HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. PUBLISHER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO PUBLISHER.

(a) Termination: This Agreement, as may be amended, applies to Publisher for as long as Publisher distributes Ads for mKhoj. mKhoj reserves the right to terminate any Publisher from the Network at any time, with or without cause.

(b) Post-termination: Upon termination, Publisher agrees to immediately remove from the Websites any and all mKhoj Code and Network IP supplied to Publisher by mKhoj. Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination all ties to referrals will be permanently severed and Publisher will not receive nor be entitled to receive future referral commissions hereunder.

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). mKhoj’s campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by mKhoj, Publisher must destroy or return to mKhoj any Confidential Information provided by mKhoj under this Agreement.

This Agreement is governed by the laws of the State of Maharashtra (India), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Mumbai (Maharashtra). The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by Speed Post provided by Indian Postal Services with delivery receipt to the last address provided by Publisher. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs.

This Agreement, including exhibits, addenda, the mKhoj Privacy Policy (as amended from time to time and which is incorporated herein by reference), contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, mKhoj shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such Change. Publisher’s continued use of the Network after the effective date of such Change shall be deemed Publisher’s acceptance of the revised Agreement. No change, amendment, or modification of any provision of the Agreement by Publisher will be valid unless set forth in a written instrument signed by an executive of both Parties with the corporate authority to do so.

No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of mKhoj. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. mKhoj and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.

Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with mKhoj or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of mKhoj. mKhoj shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of mKhoj and Publisher.

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, failure of mobile service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each Party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

This agreement, in conjunction with the corresponding Release Order, shall constitute Advertiser's, its clients' and agents' (herein collectively referred to as "Advertiser") understanding that mKhoj Solution Pvt. Ltd. ("mKhoj") sole obligation is to promote the Advertiser's product or services by showing banners, taglines, text links or email creative ("Creative") provided by the Advertiser on site(s) across the mKhoj Network or in email transmissions (the "Agreement"). The submission of a signed Release Order by Advertiser to mKhoj is construed as an acceptance of all the rates, terms and conditions under which advertising is sold at that time. Any and all modifications to this Release Order are invalid unless acknowledged and accepted in writing by both mKhoj and the Advertiser. Advertiser agrees that mKhoj may, but is not obligated to, display Creative across the entire mKhoj advertising network or on specific site(s) .mKhoj may, at its option, modify the launch date of a Campaign(s) if the creative or linking URL’s: are not delivered on time, there are delays due to 3rd party ad-serving, inventory fluctuation or other issues. All rates quoted herein, orally, or through written communications are only valid fourteen (14) days from date of such statement. If no agreement is reached within this time frame mKhoj reserves the right to change rates.

1. All payments will be made in advance unless agreed upon otherwise or credit is approved and mKhoj is under no obligation to perform agreed upon services until payment is received.

2. It is the Advertisers responsibility to validate all impressions, clicks, leads and/or acquisitions. The Advertiser must report any discrepancies related to their campaign to mKhoj within fifteen (15) days of the occurrence. mKhoj is not liable for any discrepancies not reported within this time frame and Advertiser waives all right, title, and intent to dispute payment to mKhoj based upon any discrepancy not reported within this time frame.

3. Either party may cancel this Agreement upon providing two (2) weeks written notice via email, fax or Indian Post/Courier services. If Advertiser terminates campaign early - payment in full for work performed and delivered up to the modified cancellation date will be owed and due and payable in full.

4. If Advertiser fails to pay overdue invoices for previous campaigns, mKhoj reserves the right to immediately terminate any active campaigns.

5. In the event Advertiser pays with credit card, Advertiser expressly agrees not to charge back on credit card account. Advertiser agrees to follow dispute resolution agreement as specified in section 7 herein

6. All payments must be made in U.S. funds. Advertiser understands and agrees that in no event, and under no circumstance will data provided by any mKhoj representative constitute final billing numbers. Only Invoices mailed directly to Advertisers and Agencies are to be construed as representative of billable amounts.

7. If Advertiser wishes to terminate the campaign early, Advertiser agrees to abide by the cancellation procedures set forth within these Terms and Conditions. Any cancellation notice will be based on the date the written notice was received by mKhoj.

MKHOJ SHALL NOT HAVE ANY LIABILITY TO THE 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 MKHOJ’S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE CHARGE FOR THE ADVERTISEMENT IN QUESTION. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MKHOJ MAKES NO OTHER WARRANTIES TO ADVERTISER AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1. All Creative has been accepted and published upon the representation that the Advertiser is authorized to publish the entire contents and subject matter thereof. Advertiser agrees to indemnify and hold mKhoj, its Publishers or Lists Providers and its respective affiliates, employees, officers, agents, directors and representatives (“mKhoj Indemnified Parties”) harmless from 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 counsel time, court costs and witness fees) (collectively “Losses”) for any claim or suits for libel, defamation, violation of rights of privacy, plagiarism, attorney's fees, trademarks, copyright infringement, unauthorized content (including text, illustrations, representatives, sketches, maps, labels, or other copyrighted matter) contained in Creative or the unauthorized use of any person's name or photograph, arising from mKhoj reproduction and publishing of such Creative pursuant to Advertiser's submission.

2. Advertiser understands that mKhoj in due diligence cannot monitor all mKhoj Partner mobile sites/services for appropriate content and mKhoj may not be held responsible for the content of any Partner mobile site/services. If Advertiser reasonably determines that the placement of any advertisement by mKhoj hereunder harms the goodwill or reputation of Advertiser or disparages or brings Advertiser into disrepute, including, but not limited to association with mobile sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials, then mKhoj shall use commercially reasonable efforts to remove such advertisement promptly following Advertiser's notice thereof to mKhoj; provided, however, that if mKhoj reasonably believes that removal of an advertisement from a site/service will have a material impact on mKhoj’s ability to deliver advertisements in accordance with the Release Order, mKhoj may condition such compliance on Advertiser providing an extension of the campaign dates.

3. Advertiser guarantees that data regarding consumers gained by this campaign will be only used for legal purposes and Advertiser will indemnify, defend and hold harmless the mKhoj Indemnified Parties from any and all losses, liabilities, claims, obligations, costs, expenses (including without limitation reasonable attorney’s fees) Losses which result from any claim of damages brought or sought against mKhoj that alleges consumer data gained by this campaign was used for any purpose in violation of any applicable laws. The indemnity obligations of this paragraph are contingent on mKhoj giving prompt written notice of any such claim. mKhoj will have sole control over the litigation or settlement of such claim. The provisions of this Paragraph shall survive the termination of this Agreement.

4. Advertiser agrees not to resell, market, or transfer any data regarding consumers gained through this campaign to any third party unless expressly permitted by mKhoj in writing.

mKhoj is not liable for delays in delivery and/or non-delivery 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 mKhoj’s control affecting production or delivery in any manner.

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 mobile sites/services, affiliates and vendors that are or have been part of the mKhoj Network), all of which to the extent previously, presently or subsequently disclosed to each other is “Proprietary Information”. 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. (“Representatives,” when used with respect to either party, means that party’s affiliates, agents, officers, directors, consultants and employees). Parties agree (i) to 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 to make any use whatsoever at any time of such Proprietary Information, except for the purpose of evaluating the results of Advertiser’s advertising campaign, (iii) not to copy any Proprietary Information for any purpose whatsoever without written permission from each party, and (iv) not to divulge any Proprietary Information or any information derived there from 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 this Agreement 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.

It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by Indian law. The prevailing party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorney’s fees, together with its costs and expenses incurred resolving the dispute as part of the judgment.

1. This Agreement, together with the Release Orders incorporated by reference, embodies our entire agreement, supersedes all prior oral and written agreements, and may not be amended or modified except by an agreement signed by both parties. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any notice or report required or permitted by this Agreement shall be made by personal delivery or fax to the operating fax number or business address.

2. Failure of either party to require strict performance by the other party of any provision shall not affect the first party’s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach