NetBanner

This is a copy of the contract which we send to qualified host sites who join NetBanner. Once we send it to you, you will have to sign it and send it back to us to complete your inclusion into our network.

THIS AGREEMENT, is made between CLEVERWEB ENTERPRISES, INC., a Florida Corporation and the applying host site's representative (hereinafter "Company" or "Individual" whichever may be the case) , referred to herein jointly as the parties.

RECITALS:

WHEREAS, Cleverweb and Company/Individual desire to provide for the terms and conditions of this Host Site Agreement as more specifically set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained and intending to be legally bound thereby, it is agreed by and between the parties as follows:

1. RULES AND REGULATIONS. In addition to the terms set forth in this Host Site Agreement, the following Rules and Regulations shall be followed by Company/Individual at all times and should be carefully reviewed prior to completing an Application and signing this Host Site Agreement.

a. All site submissions are subject to review and may be rejected for any reason by Cleverweb. The following are examples of the type of sites that will not be accepted: adult sites containing pornographic or offensive material, software trading (warez) sites, hacking/phreaking sites, illegal music sites such as mp3 sites, libelous or defamatory sites, sites containing software piracy and sites with any illegal activity whatsoever.

b. Company/Individual may not artificially inflate traffic counts to advertiser site(s) using any device, program, robot, autospawning of browsers, automatic redirecting of users, or any other technique of generating automated click-throughs. Links may not be placed in newsgroups, unsolicited E-mail, chat rooms or guest books. Any link placed must be done through Cleverweb's graphics and in such a way that it is not misleading to any visitor. An example of a misleading link is one that says "You will win $5,000."

c. All ads must be loaded from Cleverweb's server. Company/Individual may not copy Cleverweb's ads and display them from Company's/Individual's site directly. Company/Individual may only use the "html" code supplied to Company/Individual by Cleverweb with no modification by Company/Individual.

d. All click-throughs MUST go through Company's/Individual's unique gateway and be recorded by Cleverweb's server. Click-throughs are counted for unique users by a six (6) hour period.

e. Making statements near the Cleverweb Net Banner graphic requesting that your visitors "click" on the banner is not allowed. Asking your visitor to "visit" your sponsor is allowed, i.e., "Please visit our sponsor".

f. No changes to our Cleverweb Net Banner advertiser graphics, including size and orientation will be allowed.

g. Company/Individual may host no more than two advertiser graphics on any single page.

2. SERVICE PROVIDED. Provided the hereinabove referenced Rules and Regulations are followed by Company/Individual, Cleverweb agrees to provide to Company/Individual an advertising banner on Company's/Individual's designated web site or sites, and further provide Company/Individual with compensation for the number of click-throughs generated by said advertising banner in accordance with the terms and conditions of this Agreement.

3. COMPLIANCE CHECKS. Cleverweb shall perform checks to assure compliance with this Host Site Agreement. If your site is in violation of this Host Site Agreement, it will be considered grounds for termination and forfeiture of moneys due from the date of said violation. Cleverweb reserves the right to reduce host site's payment, at it's sole discretion, if the received click-throughs are deemed to be in violation of this Agreement.

3. PAYMENT. Cleverweb pays its host sites monthly. Cleverweb will process and send your payment within 30 days from the end of the month in which earnings were accrued. (i.e., moneys accrued through the end of March will be sent by April 30.) To minimize processing costs, and thus maintain higher payments to our host sites, Cleverweb will send Company/Individual a check when your account as accrued a minimum of $30.00.

4. REPORTING. Company/Individual earnings can be tracked via the on-line reporting available at http://www.netbanner.com/hosts/reports.shtml. Host sites who do not reach the minimum level of click-throughs required for payment will have their money carried over to the next month until the minimum amount is obtained.

5. TERMINATION, VIOLATIONS. If the host site voluntarily drops out of the program for any reason before reaching $30.00, their account will be closed and existing payment made in full. If Company's/Individual's account is terminated due to the violation of any rules in this Host Site Agreement, their account may be closed by Cleverweb without payment. In addition, Cleverweb, at its sole discretion, reserves the right to reduce host site's payment if received click-throughs are deemed in violation of this Host Site Agreement.

6. MODIFICATIONS. Cleverweb reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the service at any time. In either such case, Cleverweb will notify Company/Individual via the E-mail address provided. Failure of Company/individual to reject to the changes or modifications within five (5) days of the transmitted E-mail addressing such change or modification of this Agreement shall be deemed an acceptance of such terms by Company/Individual. Rejection of such changes or modifications may be grounds for termination of this Agreement by Cleverweb.

7. LICENSE. Participation in the program grants Company/Individual with a limited, non-exclusive license to use Cleverweb specified copyrighted material only if the Company/Individual complies with the guidelines in this Host Site Agreement. Any other use of these materials is strictly forbidden and may result in this limited license being immediately withdrawn and may further result in the Company/Individual being fined per occurrence for copyright infringement.

8. RENEWAL. This contract shall be automatically renewed monthly and may be canceled by either party at any time by notification in writing or via E-mail.

9. PRESENTATION BY COMPANY/INDIVIDUAL.. Company/Individual represents to Cleverweb that all content you provide to the service is solely owned by Company/Individual or provided by Company/Individual with the express authority of the company. Company/Individual represents that the content provided does not infringe upon any other individual's or organization's right (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable.

10. DISCLAIMER. The service, its use and the results of such use are provided "as is". TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLEVERWEB DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE WITHOUT LIMITING THE FOREGOING, CLEVERWEB SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT DEFECTS WILL BE CORRECTED; (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT; OR (E) REGARDING CORRECTNESS, ACCURACY OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO COMPANY/INDIVIDUAL.

11. ASSIGNABILITY. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Company/Individual. Any such attempted assignment or transfer shall be void and without effect. Cleverweb may assign this Agreement to its successor, affiliate or assigns.

12. NON-LIABILITY. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of equipment failure, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

13. INDEMNIFICATION. Company/Individual shall defend or settle, at its own expense, any claim made against Cleverweb for any patent, copyright, trade secret or other proprietary right regarding the services provided by Company/Individual. Company/Individual agrees to indemnify and hold Cleverweb harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright and trademark violation as well as all other claims resulting from Company's/Individual's web pages.

14. RELEASE OF OBLIGATIONS. Upon any termination of this Agreement, Company/Individual and Cleverweb shall be released from all obligations and liabilities to the other occurring or arising after the date of such a termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination; provided that no such termination will relieve Company/Individual from any liability arising from any breach of this Agreement prior to termination.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

16. APPLICABLE LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to its conflicts of law principles, and the parties agree that the courts of Florida shall have exclusive jurisdiction in any controversy relating to or arising out of this Agreement.

17. HEADINGS. The headings have been inserted for convenience only and are not to be considered when interpreting the provisions of this Agreement.

18. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

19. ACCEPTANCE OF TERMS; REGISTRATION. To be an authorized host site, Company/Individual agrees to abide by the terms and conditions contained in this Host Site Agreement. Please read this Agreement carefully before completing an application and registering. By clicking you agree to the terms and conditions of this Host Site Agreement.