1. General. A deposit must be submitted to The Ultimate Portal in advance of initial advertising date. By submitting advertising for inclusion on The Ultimate Portal, advertiser/agency agrees to be bound by the terms of this contract. No conditions other than those set forth herein shall be binding on The Ultimate Portal. This contract supersedes any previous agreements between The Ultimate Portal and advertiser/agency relating to the subject matter set forth herein. The Ultimate Portal's only obligation to serve advertisements hereunder shall be to serve advertisements of the advertiser described herein, and in no event shall The Ultimate Portal be obligated to serve advertisements for any other advertiser.

2. Changes and Cancellations. Cancellations and changes can be made via the advertiser login. The Ultimate Portal's advertising specifications are accessible through the advertiser login. The Ultimate Portal reserves the right to change any of its advertising specifications at any time.

4. Delivery, Frequency and Makegood. All figures relating to the number of advertisements served as determined by The Ultimate Portal shall govern, regardless of whether advertiser/agency is using the services of a third party ad server. If The Ultimate Portal fails to provide the guaranteed number of impressions, The Ultimate Portal will make good on this contract.

6. Key Words and Phrases. The Ultimate Portal offers no exclusivity on keywords or phrases. Each advertiser will be given ranking positions based upon the bid they enter on keywords/phrases.

8. Rejections. The Ultimate Portal reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links, buttons, boxes or banners for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement, link, button, box or banner was previously acknowledged, accepted, or published.

9. Licenses and Indemnification. Advertiser/agency grants The Ultimate Portal the right to use, reproduce, publicly display and distribute advertiser's advertisments and collateral information and warrants that advertiser/agency has the right to grant such license. Advertiser/Agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to The Ultimate Portal. In addition, advertiser/agency represents that the advertiser's advertisements and collateral information do not violate any applicable local, state or federal law or regulation. In consideration of The Ultimate Portal's acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold harmless The Ultimate Portal and its officers, directors, shareholders, employees, accountants, attorneys, agents, parent, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to: (i) advertiser/agency's breach of any covenants, representations and warranties made therein, (ii) The Ultimate Portal's performance under this contract, and (iii) the copying, printing, distributing, transmitting or publishing of advertiser's/agency's advertisements or collateral information by The Ultimate Portal.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL The Ultimate Portal BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF The Ultimate Portal HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.