Terms and Agreement TERMS AND AGREEMENT The following Terms and Agreement, effective September 30th, 2004, pertain to the relationship(s) between US, herein also referred to as "Pulsar Marketing", and YOU, herein also referred to as "Marketing Partner". These Terms and Agreement shall remain in effect until such time as modified or amended by Pulsar Marketing, and/or Partnership cancellation pursuant to these Terms and Agreement. By submitting an application to become a Marketing Partner of Pulsar Marketing, you certify that all information in your Registration Form is true and correct and that you have read this Agreement, understand all Terms and conditions, and agree to be legally bound by them. "YOU" or "YOUR" means Marketing Partner. "WE" or "OUR" or "US" means Pulsar Marketing. "OUR site" means PulsarMarketing.com, and "YOUR site" means YOUR Affiliate Program Web site or sites that YOU or your Affiliates use to link to OUR site(s). "Affiliate" means those persons or entities which are a part of your Affiliate Marketing network. "Advertiser" means any person or entity which utilizes PulsarMarketing.com to have a product or service advertised via our Marketing Partners and/or their Affiliates and/or directly via PulsarMarketing.com "Program" means the PulsarMarketing.com Affiliate Program, of which the purpose is to generate revenue for YOU and/or your Affiliates by promoting our client products and or services featured on OUR site(s). CURRENT AND FUTURE SITE ACCEPTABILITY WE reserve the right to not accept any sites that have, in OUR sole opinion, any controversial or unacceptable content such as, but not limited to, sites that promote, contain or link to: violence or hatred; criminal or illegal activities; sexually explicit material; discrimination based on race, color, sex, religion, nationality, disability, sexual orientation or age; libelous, defamatory, disparaging, obscene, offensive or other content that WE deem inappropriate; material that infringes on trademark, copyright or patent rights of another party. YOU agree that such content is Not Permitted, now nor in the future, and is cause for immediate termination of this agreement and forfeiture of any and all moneys earned but not yet paid. INDEPENDENT CONTRACTOR YOU and WE are independent contractors in this agreement. A party, and its agents and employees, are not partners, agents, representatives, joint venturers or employees of the other party. YOU have no authority to make or accept any offer on OUR behalf. YOU will not do or say anything to contradict this independent contractor relationship. OUR RESPONSIBILITIES WE agree to furnish YOU access to OUR site(s) through links furnished by US. WE will provide YOU with all advertising banners, text or other appropriate icons to be linked to OUR site(s). YOU may use YOUR own banners, icons or methods of delivering consumers to OUR site(s) only upon prior written approval by US. WE will maintain OUR site(s) on OUR server(s). WE retain the right to make changes to OUR site(s) as deemed necessary by US at OUR sole discretion and without any advance notice. WE will provide accurate daily tracking of all traffic and or business generated for US by YOUR assigned links to OUR site(s). WE will provide YOU with statistical results of YOUR traffic and or business generated. For each calendar month in which YOU and/or YOUR Affiliates generate at least $250,000.00 in earned commissions, WE shall place an 88X31 banner and link to YOUR Affiliate Program web site on OUR web site for the following calendar month, provided YOU supply US with an 88X31 banner. PulsarMarketing.com will not compete against YOU nor any other Marketing Partner for the purpose of recruiting Affiliates. PulsarMarketing.com will not independently register Affiliates nor offer Affiliates a commission rate higher than YOU are being awarded. PulsarMarketing.com shall only register and accept those persons and/or entities offering Affiliate Marketing services. Pulsar Marketing subsidiaries may; however, recruit Affiliates into their individual Affiliate Marketing networks and may remit varying commission rates. PulsarMarketing.com may place YOUR pixel tracking code on OUR server for the purpose of updating YOUR Affiliate Marketing software. PulsarMarketing.com shall not be held liable for any failures which result in YOUR pixel tracking code improperly functioning, whether the fault of the Advertiser, YOUR software, and/or integration problems. PulsarMarketing.com shall provide YOU with creatives so YOU may offer our Advertiser programs to YOUR Affiliates. WE shall allow YOU to use YOUR own software linking URLs and to host OUR creatives on YOUR Affiliate Marketing network if YOU so desire. YOUR RESPONSIBILITIES YOU must provide us with YOUR pixel tracking code(s) for US to place on OUR server for the purpose of updating YOUR Affiliate Marketing software. It is YOUR responsibility to provide US accurate pixel tracking codes for each Advertiser program which YOU desire to offer YOUR affiliates and/or for YOU to promote directly via YOUR own web sites and/or mailing lists. YOU are responsible for ensuring YOUR server and software are operational and in good working for effective use of YOUR pixel tracking code. If YOUR pixel code cannot be retrieved by OUR server or that of OUR ADVERTISER's, YOU must obtain statistics for YOU and/or YOUR AFFILIATES by utilizing OUR network statistics. YOU must provide US with an affiliate account (may be anonymous at your discretion) on YOUR affiliate marketing sytem whereby WE may periodically review the method(s) YOU employ to present OUR Client campaigns to YOUR affiliates to ensure YOU are in accordance with OUR Terms and those of OUR clients. YOU must periodically login to the control panel WE provide to YOU and to compare OUR statistics with those generated by YOUR pixel tracking code. In the event of a discrepancy, OUR statistics shall be considered accurate and without dispute, and YOU shall modify YOUR statistics to mimic OUR statistics. Our Advertisers retain the right to review, reject and/or reverse commission payments or pending commission payments awarded to YOU and/or YOUR Affiliates. In such event, it is YOUR responsibility to retract commission payments and/or awards from YOUR Affiliate(s). YOU agree to display OUR links prominently on YOUR site or YOUR Affiliate site(s). For copyright issues and other concerns, YOU must legally own the domain(s) which YOU listed on YOUR Marketing Partner application. YOU agree to follow any instructions or guidelines WE provide for using links. YOU agree to cooperate fully with US to ensure that each link is maintained and used according to OUR requirements. At least once a month, YOU agree to check links to US to ensure that each link to US YOU use on YOUR site is up-to-date and in the proper format. YOU agree to promptly substitute a link with any new link WE may provide from time to time. YOU will not alter, modify or expand a link to US in any way without OUR prior approval. YOU agree that, to the best of YOUR knowledge and control, all applications submitted through YOUR links will be completed and submitted by the same person whose name is on the application (WE can not accept applications from a "third" party). YOU agree that, at OUR sole discretion and without advance notice, WE may monitor YOUR site or YOUR Affiliate site(s) at any time as often as WE wish to determine if YOU or YOUR Affiliates are using links to US properly and to determine if YOU and YOUR Affiliates are complying with the terms of this Agreement. YOU agree to accept email and other correspondence from US at the email and or mail address YOU provide US on YOUR Registration Form. YOU agree to keep US advised and up to date on any and all changes that may be necessary as to the information contained on the PulsarMarketing.com AGREEMENT Registration Form. YOU agree that if YOU advise US that YOU no longer wish to receive email from US then this agreement will be considered terminated. YOU represent and warrant that at all times during the term of this Agreement, that (i) all consumers in YOUR online database, or any database used by YOU or YOUR Affiliates, that receive any marketing messages contemplated in this Agreement are permission-based, and (ii) no email spam will be generated by YOU or YOUR Affiliates under this Agreement. YOU agree to indemnify and hold US harmless from and against any claims, losses, damages, or expenses incurred by US resulting from or in connection with YOUR or YOUR Affiliate(s) breach of any agreement, representation or warranty herein, including, without limitation, claims for spamming or other violation of rights of privacy. In the event of any spam complaints, in addition to any other remedies that may be available to US, YOU shall immediately provide US with the following information regarding each complaint: opt-in date, opt-in time, privacy policy at the time of opt-in, source of opt-in, offer/product registered for or purchased, IP address of opt-in, Affiliate web site which generated the email, Full Name, phone number, email and physical address of the Affiliate or Sender. YOU agree that unsolicited email (spamming) and/or other generally unacceptable forms of marketing and/or any marketing techniques, methods or approaches that are done directly or indirectly promoting OUR products and or services and are not pre-approved by US are Not Permitted. YOU agree that WE are the sole authority to determine if any unapproved marketing YOU do for US directly or indirectly via YOUR Affiliates is "generally unacceptable" or is considered "spamming". YOU agree that YOUR failure or the failure of YOUR Affiliates to follow any and all terms of this agreement allows US, at OUR sole discretion, to immediately terminate this agreement and to deny any due commission payments. YOU agree not to divert; nor attempt to divert, OUR Advertisers to bypass OUR service for any purpose, including; but not limited to, acquiring OUR Advertiser's directly into YOUR Affiliate Marketing program and/or any other Affiliate Marketing program while YOU have an account with US, and for a period one (1) year following account termination. YOU agree to waive any and all setup fees, monthly fees, and other fees other than actual Transaction/Performance fees (commissions) which YOU may normally require for ADVERTISER's who directly utilize YOUR marketing network. PAYMENTS Compensation which is earned and actually collected on accounts originating from transactions received through YOUR links and/or YOUR Affiliate(s) links shall be paid monthly. We shall attempt to remit commission payments by the end of the month for the previous month's earnings, in accordance with the compensation plan as detailed by each Advertiser. Refer to each Advertiser's compensation plan. WE may at OUR sole option add, modify or terminate said compensation based upon available programs without notice. OUR Advertisers may increase or decrease rates of payment. YOU are responsible to periodically check compensations for any changes. From the commission(s) WE remit to YOU, YOU determine the percentage(s) from the commission(s) to remit to YOUR Affiliates. YOU shall be responsible for disbursing those commission percentages to YOUR affiliates. In the event that WE must refund to an Advertiser any funds paid to YOU for any reason, such amount will be deducted from YOUR following month's compensation. If WE later recover such refund, in whole or in part, the compensation so refunded shall be paid to YOU in proportion to the extent of the balance recovered. The provisions of this section shall survive any termination of this agreement. In the event that an Advertiser has not timely submitted a deposit or is otherwise late on payments or has defaulted on payments, WE shall post a notice via Email to YOU. Furthermore, if WE are unable to collect a debt owed to US for commissions generated by YOU or YOUR Affiliate(s), YOU will not hold US liable for rendering said commisson payment(s) to YOU. WE will make every effort to collect payments due for commissions generated by YOU or YOUR Affiliates; however, YOU shall not hold US accountable for funding nor for advance funding of any Advertiser's outstanding commissions due to YOU and/or YOUR Affiliates. WE are a marketing gateway between YOU, YOUR Affiliates, and our Advertisers. The responsibility for rendering payments due for commissions generated rests solely with Advertisers. REPRESENTATIONS AND WARRANTIES YOU represent to US that YOU have the authority to enter into this Agreement, that YOU are licensed (to the extent required by law) to do business and to carry out YOUR obligations in this Agreement, and that, to YOUR knowledge, there is nothing that would prevent or threaten YOUR ability to perform YOUR obligations in this agreement. YOU have independently evaluated the desirability of participating in the program and YOU are not relying on any representation, guarantee or assurance other than as stated in this agreement. YOU represent, that to the best of YOUR knowledge and control, all applications submitted through YOUR links have been completed and submitted by the same person whose name is on the application. CHANGES WE may change, modify, add or delete any term or condition of this Agreement (collectively a "Change"), at any time and at OUR sole discretion, by emailing to YOU or by posting on OUR site the Change, effective on the date WE specify. Changes may relate to, for example, the scope or type of Commissions, the Commission payment schedule, payment procedures and Program rules. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOU MAY TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER WE GIVE WRITTEN NOTICE OF A CHANGE BY EMAIL OR POSTING THE CHANGE ON OUR WEB SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. WARRANTY DISCLAIMERS OUR site is provided as is, without any express or implied warranty of any kind with respect to OUR program, the links to or on or OUR system(s), policies or procedures, including, without limitation, warranties of fitness, merchantability or non-infringement of intellectual property. In addition, WE make no representation or warranty that the operation of OUR site will be uninterrupted or error free, and WE will not be liable for any interruptions, downtime or errors. WE cannot be held liable for the accuracy of, or errors in, the reports WE use from others or from the failure of others to provide reports, although WE will make all reasonable efforts to assure such reports are accurate and timely to the best of OUR ability. WE may at any time directly or indirectly solicit new customers on terms that may differ from those in this agreement or from those in effect at the time of this agreement. WE may operate web sites that are similar to or compete with YOUR site. CONFIDENTIALITY Without prior written consent, YOU or WE will not disclose or share with any third party the amount of compensation paid to YOU under this agreement. This provision will survive termination of this agreement. INDEMNIFICATION WE agree to hold harmless YOU and YOU agree to hold harmless US from any and all loss, damage, liability, claims or causes of action in any way resulting from any acts or omissions of either US or YOU in connection with or in any way related to this agreement. This mutual indemnity shall include, but not be limited to, any loss, damage, liability, claims, or causes of action under any state or federal consumer credit laws, including but not limited to the Federal Truth in Lending Act and Equal Credit Opportunity Act. LIMITATION OF LIABILITY WE will not be liable for indirect, special or consequential damages, such as loss of revenue, profits or data, arising from or in connection with this agreement or the program, regardless of whether WE were informed or had direct or imputed knowledge of the possibility of direct, special or consequential damages. YOUR obligations in this provision will survive termination or expiration of this agreement. Except with respect to compensation payment obligations Advertiser's may owe to YOU, the total aggregate liability relating to this agreement that WE will be liable for is $500.00. TERM, TERMINATION The term of this agreement is thirty (30) days from the date of its execution by both parties, and is automatically renewed monthly until terminated by YOU or US. WE and/or YOU may terminate this agreement at any time for any reason, for no reason and/or by mutual written agreement between both parties hereto. Upon termination of this agreement all compensation paid to YOU shall immediately cease. The indemnification and other terms that are necessary after the termination of this agreement shall survive any termination of this agreement. YOU agree that termination of this agreement will also immediately terminate any further compensation payments earned or due to YOU by US EXCEPT IF YOU TERMINATE THE AGREEMENT DUE TO A CHANGE IN OUR TERMS OR CONDITIONS OR COMPENSATION AS DETAILED IN THE SECTIONS TITLED "CHANGES" AND OR "PAYMENTS". BINDING AND SOLE AGREEMENT This agreement shall be binding upon YOU and US and to any successors and/or assignees. This agreement is the sole agreement between the parties, no prior agreements or understandings shall be effective for any reason. The waiver or failure of either party to exercise any right provided in this agreement shall not be deemed a waiver of any other rights. In the event that any portion of this agreement be declared void, unlawful or unenforceable, that portion shall be deemed stricken from this agreement and the remaining portions of this agreement shall continue in full force and effect. YOU shall comply with all United States Of America Federal, State, and Local laws. NO ASSIGNMENT YOU will not assign any aspect of this agreement to another person or entity without OUR prior written consent which will be at OUR sole discretion. GOVERNING LAW This agreement shall be construed and enforced in accordance with, and governed by, the laws of The United States Of America and or the State Of Mississippi. All causes of action between the parties shall be brought in the appropriate court in Harrison County, Mississippi. In the event of litigation, the prevailing party shall be entitled to recover reasonable attorney fees and costs. CORRESPONDENCE All correspondence WE send to YOU, including but not limited to YOUR compensation payments, will be sent to the email address and or the mailing address YOU provided to US on the PulsarMarketing.com AGREEMENT Registration Form. DIRECT ALL CORRESPONDENCE REGARDING PulsarMarketing.com TO: Pulsar Marketing, 22272 Tootle Road, Gulfport, MS 39503 ENTIRE AGREEMENT This agreement is the complete and entire agreement of the contract between YOU and US regarding this relationship and will not be affected by any prior written or oral agreements or assurances.

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