Upon you agreeing to the terms and conditions of this Agreement by completing the on-line registration form, Fadoo.net grants to you (hereinafter "Publisher") a limited and non-exclusive and royalty free license during the term of this Agreement to display SearchBox's, Dynamic Feed and other Fadoo proprietary technology (hereinafter referred to individually or in combination as "Intellectual Property") on Publisher's web site only, and only in accordance with this Agreement.

Definitions

"Search Box" is embedded HTML or other source code that appears on an Partner's site as an image or graphical box, enabling users to access technology that displays bided listings in order of the highest bid by entering a keyword or keyword phrase. These listings or search results may include a title, description and universal resource locator (URL) of a Fadoo.net advertiser as well as other information and when clicked, link a user seeking information to a Fadoo.net advertiser's Web site.

"Dynamic Search Feed" is embedded HTML or other source code used to access technology that allows a default set of listings or search results, which may include a site title, description and universal resource locator (URL) of a Fadoo.net advertiser as well as other information, to appear on a partner's site. Search results are displayed based on a keyword or set of keywords and selected by the highest bid amounts relevant to the partner's site content. When clicked, a user seeking information is linked to a Fadoo.net advertiser's Web site.

"Other Fadoo proprietary technology" is any and all Fadoo.net proprietary material and information, source code, paper or electronic documentation, methods of display, methods of operation, trademarks, service marks, and trade names.

Acceptable Use

Partner may use or display the Intellectual Property only in the size, place and manner Fadoo.net may indicate from time to time within Partner's web site and only in a manner that complies in all respects with Fadoo.net's guidelines as described herein or as may be modified in writing, or electronically, from time to time by Fadoo.net in its sole discretion. Partner acknowledges that all right, title and interest in the Intellectual Property is exclusively owned by Fadoo.net and/or its licensors, and is Fadoo.net's proprietary property, and that no right other than the limited display license granted herein is provided to Partner.

Fadoo.net does not accept any form of SPAM and detects/discards all traffic from unsolicited e-mail, newsgroups, ICQ, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from a human generated search. Spamming by any of these methods will cause your partner account to be terminated. Only one account is allowed per company or organization unless agreed to in writing by Fadoo.net, however, Publisher may use this account for multiple domains and/or websites.

All valid clicks must be a result of a user performing a search by entering keywords into a search box or clicking on a text link. In either case, the search results displayed must exactly match the keyword phrase being searched. Partner agrees not to incentify a user in any way to click a Paid Listing as this will result in immediate termination of this Agreement. Partner may not send surfers via any 3rd party banner or exit exchange program without first being approved by Fadoo.net. Any Web page that contains a Paid Link must only be viewable after a query is made by a User.

Without limitation, Partner's account may be terminated, where Fadoo.net in its sole discretion, determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Partner's Web site(s) are illegal, obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate; or that Partner or Partner's web site(s) violates, has violated, or threatens to violate the terms and conditions of this Agreement or the spirit behind them.

Partner agrees that traffic is only allowed from the following nations and regions Australia, Canada, New Zealand, United Kingdom, Ireland and the United States.

All Users sent by Partner must come from a Web page as newsgroup postings with hyperlinks, e-mail links, ICQ, Instant Message, spamming or any other such practice that could reflect negatively on our program are strictly prohibited. Failure to comply to this request will result in the immediate cancellation of the account from which the clicks were generated and may also result in the forfeiture of any funds owed to that account. The action of sending any hits from any URLs which contain and/or promote the following content: warez, MP3s, ROMs, EMUs, newsgroup postings, SPAM e-mails, or any other site which contains content or promotes activities which are illegal in the United States will result in the immediate cancellation of the account from which the hits were sent and the forfeiture of any funds owed to that account.

Fadoo.net's Responsibilities

Fadoo.net will provide Partner Intellectual Property that will enable a user of Partner's web site to type in a search query that will provide search results generated by Fadoo.net and/or enable a user to click on links that will allow such users of Partner's web site to access Fadoo.net listings.

THE PROPRIETARY DATA WILL BE DISPLAYED ON PARTNER'S SITE IN ACCORDANCE WITH THE GUIDELINES HEREIN AND INSTRUCTIONS POSTED BY FADOO.NET, AS MODIFIED BY FADOO.NET, FROM TIME TO TIME.

Fadoo.net will provide Partner with a user ID and password to access an on-line tool to view information about the number of clicks that were generated from an Partner's web site and the associated commission earned. Partner understands and agrees that Fadoo.net pays commissions based only on clicks, or advertiser site visits, AND THAT THE NUMBER OF SEARCH REQUESTS GENERATED MAY NOT BE THE SAME AS THE NUMBER OF ACTUAL CLICKS.

Partner's Responsibility

Partner shall provide users of Partner's web site a way to perform search queries using the Intellectual Property AS SELECTED BY PARTNER DURING REGISTRATION. Partner shall not modify the Intellectual Property, which is herein licensed to Partner. Partner is solely responsible for the creation and maintenance of its own web site and for all contents that appears on Partners web site. PARTNER MAY NOT REFERENCE FADOO.NET IN ANY WAY WITHOUT FIRST RECEIVING WRITTEN CONSENT FROM FADOO.NET. Partner may not issue any press release or other public statements regarding this Agreement without Fadoo.net's prior written consent.

Compensation

Fadoo.net will pay Partner a commission between 60 percent of the bid amount earned by Fadoo.net for clicks generated as a result of a link from an Partner's site. Fadoo.net shall not pay Partner commissions for any search queries generated from the Intellectual Property or related link that were not generated by a valid search request. A valid search request involves a user of an Partner's site entering text into Search Box and clicking a button to submit a search request to Fadoo.net. Fadoo.net will pay Partner upon reaching a level of twenty five ($25.00) dollars or twenty (45) business days after each calendar month, whichever is less frequent, for all commissions earned under this Agreement, less any taxes Fadoo.net may be required to withhold, and less any amount Fadoo.net determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Partner's site. In other words, commissions earned during any calendar month that are less than twenty five ($25.00) dollars, at Fadoo.net's sole discretion, may be held until the next month in which the total amount due is at least twenty five ($25.00) dollars or until this Agreement is terminated. In the event Fadoo.net has not received payment for a portion of such bid amount earned, Fadoo.net may delay paying commission due to Partner on such portion until 30 days after Fadoo.net collects such portion.

Ownership of Intellectual Property

Partner agrees that this limited license to display Fadoo.net's Intellectual Property inures to the benefit of Fadoo.net. All good will or reputation generated by display of Fadoo.net's Intellectual Property shall automatically vest in and shall remain the property of Fadoo.net. Partner agrees not to contest, in any court or other jurisdiction, the validity of any of the Fadoo.net Intellectual Property, including, but not limited to, Fadoo.net's trademarks, service marks or trade names. During the term of this Agreement, Partner shall not adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Fadoo.net trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.

Representations and Warranties

A. As to Fadoo.net:
Fadoo.net represents and warrants that it has the authority to enter into this Agreement.

B. As to Partner:
Partner represents and warrants that it has full power and authority to enter into this Agreement; and Partner represents and warrants that the content on Partner's web site, and/or the technology used by Partner in connection with this Agreement are owned or legally licensed for use by Partner; and Partner represents and warrants that its web site does not violate applicable law or regulations and does not infringe or violate any copyright, patent, trademark or other similar Intellectual Property right, or otherwise violate or breach any duty toward, or rights of any person or entity.

Non-Liability of Fadoo.net

Fadoo.net does not warrant or represent that the Intellectual Property will meet all or any of Partner's needs or requirements, or that performance of Fadoo.net's Intellectual Property will be uninterrupted or error free. Fadoo.net is not responsible for any content provided by third parties, including advertisers, or for any third party sites that can be linked to/from the Intellectual Property. Fadoo.net and its licensors make no other warranty of any kind, whether expressed or implied, including without limitation, warranties of merchantability, fitness for a particular use, and non-infringement.

Confidentiality

During the term of this Agreement, Partner may have access to certain non-public information of Fadoo.net, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by Fadoo.net, collectively "Confidential Information". This Confidential Information does not include information that is generally in the public domain. Partner agrees not to disclose any Confidential Information to any third parties or to use any Confidential Information for any purposes except to carry out its obligations under this Agreement. Partner shall take every effort to keep such Confidential Information confidential, using the same degree of care Partner uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, any such breach may allow one party or third parties to unfairly compete with the other party resulting in great harm to non-breaching party. This Agreement shall be governed by the laws of the state of Texas, and in the event of a dispute, Partner agrees to submit to the jurisdiction of the state courts located in Galveston County, Texas. This clause shall remain in effect for two years after termination.

Indemnification

Partner shall indemnify, defend and hold Fadoo.net harmless (including Fadoo.net's legal and expert fees) against any and all damages, claims and awards brought or assessed against Fadoo.net, resulting from a breach of any warranty, representation or covenant made by Partner under this Agreement; or arising from any action against Fadoo.net arising from Partner's use or display of Fadoo.net's Intellectual Property or arising from any breach by Partner of any of the provisions or requirements of this Agreement, provided that Fadoo.net promptly notifies Partner in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Partner at Partner's expense and with Partner's choice of counsel. Fadoo.net shall cooperate with Partner, at Partner's expense, in defending or settling such claim. Partner will not enter into any settlement or compromise of any such claim without Fadoo.net's prior consent, which shall not be unreasonably withheld.

Limitation of Fadoo.net's Liability

In no event shall Fadoo.net's liability arising out of this Agreement exceed the net amount payable to Partner under this Agreement during the three (3) months prior to the date of such cause. Fadoo.net shall not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of Fadoo.net.

Term

The term of this Agreement shall commence on the date Fadoo.net receives Partner's registration and shall continue in force thereafter, unless earlier terminated as provided herein. If Partner breaches this Agreement, or if Partner engages in any action that, in Fadoo.net's sole discretion, reflects poorly on Fadoo.net or its trademarks, service marks, trade name or reputation, Fadoo.net may terminate the Agreement immediately upon notice to Partner. Either party may terminate this Agreement on thirty (30) days written notice to the other party for any reason. Upon the termination of this Agreement for any reason, all license rights granted herein shall terminate immediately, and Partner shall immediately cease use of the Intellectual Property and of all Fadoo.net's trademarks, service marks and trade names incorporated in the Intellectual Property.

Fadoo.net reserves the right to terminate any account if it is inactive for more than 30 calendar days. Fadoo.net reserves the right to terminate the account of any Partner who publicly posts derogatory and/or slanderous statements about Fadoo.net, or any of its subsidiaries or officers. Any artificial means of generating traffic including, but not limited to, hitbots, multiple clicking scripts, hidden links and incentivizing surfers in any way or any other similar activity will result in forfeiture of all monies owed and possible criminal prosecution. Partner must have all referring pages written entirely in English. Non-compliance with these terms and conditions may result in the forfeiture of all monies owed and permanent locking of account.

Notices

Any notice required for or permitted by this Agreement relating to the Partner shall be in writing and shall be delivered by personal delivery, by overnight courier, by certified or registered mail; or by email. All notices must be sent to the addresses first described above, or to such other address that Fadoo.net may have provided for the purpose of notification in accordance with this Agreement.

Changes to Agreement

Fadoo.net may change this Agreement at any time upon publishing a notice in Fadoo.net. Any use of the Intellectual Property after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

Assignment

Fadoo.net may assign its rights or delegate its obligations under this Agreement without Partner's prior written consent, as long as the assignee expressly assumes in writing the performance of all of the terms of this Agreement.

Relationship of Parties

This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all previous agreements, written or oral, between Partner and Fadoo.net. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement.

Non-Waiver

The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in anyone or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.