ADVERTISER LISTINGS SYNDICATION AGREEMENT

This ADVERTISER LISTINGS SYNDICATION AGREEMENT (the "Agreement") is entered into on the date of the application being submitted to Ads24 between Marit B.V. with Address at Nachtegaalstraat 6a, 2922 VL Krimpen aan den Ijssel, The Netherlands, Kamer van Koophandel number 24407616 (hereafter: "Ads24") and the individual or entity named in the online application to participate in the Traffic Partner Program ("Online Application") submitted by the prospective partner ("Partner")

WHEREAS, Partner operates a site entity named in the Online Application ("Partner Service").

WHEREAS, Partner desires to include paid advertiser listings within the search results displayed on the Partner Service from the pay-per-click ("PPC") search engine service retained by Ads24 and its prospective partners in which online advertisers list their websites and bid on keywords in order to attract visitors searching for their products and services (the "Click Service"), and Ads24 desires to enable such integration of its advertiser listings under certain terms and conditions;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Definitions.

1. Ads24 will only accept and credit Partner for Referrals originating from IP addresses from the Netherlands, the determination of which shall be based solely on proprietary tracking and validation technology operated by Ads24. Ads24 retains the right to change its list of accepted countries at any time.

2. "Destination Page" means the advertiser's webpage accessed by an Internet User by clicking on a Advertiser Listing.

3. "Partner Revenue" means the total amount of money generated by Partner for Referrals under the terms of this Agreement as received by Ads24 and also from any provider Ads24 has integrated now or wishes to integrate at any point in the future.

4. "Internet User" shall mean a natural person, performing a Query. Searches and clicks generated by hit bots, robots, spiders, scrapers, multiple clicking scripts, zeroframes, iframes, IRC cheats, or other software programs which may now exist or which may be developed in the future for artificially generating Internet searches or clicks, or any other mechanical or manual means of artificially generating Internet searches or clicks, shall be specifically excluded in the definition of Internet User.

5. "Partner Affiliate" shall mean a website that distributes the Partner Service or refers Internet Users to the Partner Service that are approved by Ads24 to receive the Search Results. Prior to providing any Partner Affiliate with the Advertiser Listings, Partner shall submit a written request for approval to Ads24, which request shall include the name, website URL address, proposed implementation date, and anticipated query volume of each proposed Partner Affiliate. Ads24 shall provide a written approval or disapproval within twenty five (25) business days of receipt of such request from Partner. Ads24 shall have the absolute right to approve, conditionally approve or disapprove any proposed Partner Affiliate, at its discretion, or to terminate Partner Affiliates at any time subsequent to approval.

6. "Partner Site" shall mean the default Internet home page that is located at the site of the entity named in the Online Application.

7. "Query" shall mean a bona fide Internet search initiated by an Internet User on the Partner Site (or on a Partner Affiliate, if applicable) by actively entering single keywords or keyword phrases into a search box or by clicking on a text-based link. The Query, which shall not be modified by Partner in any way, generates Search Results (if available) that are relevant to such Query.

8. "Referral" occurs when an Internet User from the Netherlands conducts a Query and clicks on a Advertiser Listing and accesses a Destination Page. Searches and clicks that are incentivised in any way (whether for monetary compensation or other form of direct or indirect compensation), created as a result of a so-called "cheat group," or generated by any form of SPAM, including unsolicited email, newsgroups, ICQ, unauthorized adjustment of browsers shall not be counted as Referrals. The determination of whether a Referral occurs shall be based solely on proprietary tracking and validation technology operated by or on behalf of Ads24.

9. "Advertiser Listing" means a text-based site title, description (maximum 255 characters, including spaces) and URL hyperlink (with tracking code) that is drawn from Ads24's proprietary advertiser database and/or through its third party relationships in response to a Query for the purpose of generating a Referral.

10. "Feed" shall mean the text-based data feed, or other mutually acceptable form of technical implementation, that enables the Partner (and the Partner Affiliates, as applicable) to present the Search Results in response to an Internet User's keyword search query.

11. "Search Results" means a set of Advertiser Listings provided by Ads24 through the Feed, these include all and any Advertiser Listings presented through the Feed. The Search Results, when integrated into the Partner Service, will appear on the Partner Service or Partner Affiliate search results page (as applicable) without any modification to the content of each Advertiser Listing as provided by Ads24.

Implementation.

12. Ads24 will provide Partner with access to the Application Programming Interface (the "API") for the Feed and shall provide commercially reasonable assistance to Partner in completing the implementation of the Feed. The web pages containing Search Results shall be served and hosted by Partner or by the Partner Affiliate (as applicable). The database and search algorithm (and any modifications thereto) used to generate the Search Results are proprietary to Ads24 and shall remain entirely within Ads24's control. Ads24 retains the right to modify the content of the Search Results, as well as the underlying database and search algorithm, at its absolute discretion without providing any notice to Partner.

13. Traffic Increases. Partner will provide Ads24 with seven (7) days prior written notice of any increase in search volume that Partner reasonably anticipates will increase Partner's then-current search traffic volume by twenty-five percent (25%) or more.

14. Partner Payment. Ads24 shall pay Partner the Partner Revenue as received by Ads24 on a monthly basis. The Partner Revenue shall be paid within Thirty Five working days (35) of the close of the month in which the Partner Revenue was earned under the terms of this Agreement. In the event the Partner Revenue earned in one month does not reach a minimum threshold of euro 50, Ads24 has the right to postpone payment to the following month until the Partner Revenue in total reaches euro 50. If Ads24 terminates this Agreement, final payment may be delayed for as long as sixty (60) additional days in cases in which the number of Referrals has not been validated to the satisfaction of Ads24. In such cases where overpayment has been deemed to be paid by Ads24 to Partner, Ads24 shall deduct that amount from the following months Partner Payment.

Term.

15. This Agreement shall commence upon the Effective Date and subject to clause 5 shall continue in full force for twelve months (12) and will renew for further periods of twelve months (12) unless written notice of termination is received by Ads24 at least 90 Days prior to the end of the initial twelve month period or thereafter prior to the end of the relevant subsequent twelve month period.

16. This Agreement shall automatically terminate if Partner has not implemented the Feed within thirty (30) days of the Effective Date.

17. Effects of Termination. Upon termination of this Agreement, each party shall disable the Feed for the Partner and Partner Affiliates (as applicable) and the license granted hereunder by Ads24 and the Licenses granted hereunder shall cease, except as the parties may agree in writing.

18. Exclusivity. This Agreement is intended to create an exclusive relationship between the parties that would limit the ability of either party to enter into similar agreements with third parties, such as, but not limited to, Google, Overture, Webfinder, Mirago and Espotting.

Licenses.

19. Database License. During the Term of this Agreement, and subject to the terms and conditions contained in this Agreement, Ads24 hereby grants to Partner a royalty free, non-transferable, non-exclusive license, to (i) use, transmit, integrate, display and distribute the Search Results (the "Content") via the Partner Service, to Internet end-users on the Partner Site, and (ii) subject to the terms hereof, sublicense the Content to Partner Affiliates, provided that such Partner Affiliates shall enter into a written contract with Partner by which the same license and trademark limitations and restrictions are placed on Partner Affiliates as are placed hereby on Partner. The rights granted by Ads24 hereunder, including without limitation the license regarding the Content, are limited to the display and distribution as part of the Partner Service.

20. Trademark License. During the Term of this Agreement, each party hereby grants to the other party a non-exclusive, non-sub-licensable, non-transferable, royalty-free right and license (the "Trademark License") to use, display and reproduce such party's name, logo, trademarks and service marks (the "Trademarks"), solely for the purposes of displaying and maintaining the Ads24 Service and Partner Service as set forth in this Agreement. Each party acknowledges that the other party's Trademark is and will remain the exclusive property of such party and all use by each party of any Trademark will inure solely to the benefit of the owning party. Neither this Agreement nor any rights granted hereunder will operate as a transfer of any rights in or to any Trademark, except for the limited rights expressly granted under this Agreement. No party will take any action that would undermine, conflict with, or be contrary to the intellectual property rights and interest of the other party, including, without limitation, any use of, or attempt to register, any trademark, service mark or trade name substantially similar to any other party's Trademark.

21. Content & Data Ownership. Ads24 shall retain all right, title and interest in, to and under the API, Content, algorithm and related technology, and all traffic data collected under this Agreement. Ads24 will retain all right, title and interest in, to and under the intellectual property included in the Content (including, without limitation, ownership of all copyrights and other intellectual property rights therein). Other than as expressly set forth herein, Partner and its agents, officers, directors, employees, related parties, affiliates and representatives will not (i) sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way the Content except as may be expressly permitted herein; or (ii) attempt to reverse engineer, decompile, disassemble or otherwise attempt to derive any of Ads24's Content, algorithms, databases, computer programs, ontology, directory structure, patents, copyrights, or other proprietary rights or Ads24's methodology related to the creation and compilation of Ads24 URLs from the Content or any other information furnished to Partner by Ads24, or permit any third party to attempt any of the foregoing.

Online Reporting; Books & Records; Auditing.

22.Online Reporting. Ads24 shall provide Partner with a username and password that allows Partner to access a secure, web-based online reporting interface that details the number of Referrals and the corresponding Partner Revenue generated by the Partner through the date and time of the report ("Partner Reports"). The Online Reporting is an estimate of Partner Revenue and not the actual amount, the Partner Reports are subject to revision at any time prior to the issuance of payment to the Partner, based on Ads24's proprietary month-end validation processes. Ads24 shall determine, at its exclusive discretion, the number of Referrals generated by the Partner, and the corresponding amount of Partner Revenue.

23. Books and Records; Auditing. During the Term of this Agreement and for a period of six (6) months thereafter, the parties shall each maintain accurate and complete books and records (including, in the case of partner, web logs) relating to such party's performance of its obligations under this Agreement. Each party shall have the right, no more than once in any twelve (12) month period during the Term, to audit the other party's books and records which are directly relevant to the performance of its obligations under this Agreement upon ten (10) days' prior written notice. Such audits will be performed by the auditing party's representatives and will be conducted during normal business hours. Costs for such audits will be paid for by the auditing party, unless the results of the audit show a shortfall or overpayment in any payment owed or paid to Partner during the period covered by the audit exceeding ten percent (10%), in which case the reasonable costs for the audit (up to a maximum of euro 1,500) will be paid by Ads24 (in the case of a shortfall in payment to Partner) or by Partner (in the case of an overpayment to Partner).

24.Where Ads24 becomes aware that it has paid Partner Payment in respect of internet user traffic which is not from Query it shall be entitled to deduct the relevant amount of such Partner Payment from the next payment of Partner Payment due.

25. Payment. All payments shall be made in euro. The Partner Revenue payable by Ads24 shall include all sums in respect of value added tax or any similar sales tax ("VAT") as may be properly chargeable under this Agreement.

26. Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out its provisions; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations; and, (c) this Agreement is valid and legally binding upon it and the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound nor would violate any law or regulation of any court, governmental body or agency having jurisdiction over it. Partner warrants that it will use commercially reasonable efforts to ensure that the Partner Site and all approved Partner Affiliate web sites, and the content contained thereon, will not be, or contain any material that is, obscene, pornographic, profane, fraudulent, libelous or defamatory, or infringing of any intellectual property rights, privacy rights or other rights of any third party.

Disclaimer. ADS24 AND PARTNER EACH DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY TO THE FULLESTS EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT AND THAT THE SEARCH RESULTS AND/OR THE FEED WILL BE UNITERRUPTED OR ERROR-FREE. NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS), OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED TO OR FROM SUCH PARTY'S WEB SITE. IN ADDITION, ADS24 DISCLAIMS ALL LIABILITY OF ANY KIND OF ADS24'S ADVERTISERS, LICENSORS AND OTHER SUPPLIERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY MAKES ANY WARRANTIES WITH RESPECT TO ITS SERVICES.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY PARTNER DURING THE FIRST YEAR OF THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR NEGLIGENTLY CAUSE DEATH OR PERSONAL INJURY OR FRAUD NOR ITS LIABILITY FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.

27.No Indemnification. Ads24 will not, under any circumstances whatsoever, indemnify Partner for any losses which Partner may suffer arising out of or in connection with this Agreement.

28. Confidentiality. The parties shall maintain the terms and conditions of this Agreement confidential. All information furnished to or shared with a party by the other party with regard to this Agreement or a party's business, unless such information is known by the general public, will be kept confidential by a party and shall not be disclosed to any third party except: (i) at the written consent of a party; (ii) to the extent necessary to comply with any law, regulation or valid order of a court or agency of competent jurisdiction; (iii) as a part of a party's normal reporting requirements to its auditors and attorneys; or (iv) to the extent necessary to permit the performance of a party's obligations under this Agreement or to enforce a party's rights under this Agreement.

29. Press Release. Neither party shall issue any press release in connection with this Agreement without the other party's prior written consent. The content of such press release or announcement shall be subject to the approval of Ads24, which approval shall be exercised at Ads24's exclusive discretion. Excluding disclosures that may be required by law, neither party shall disclose any other terms of this Agreement to any person or entity without the prior approval of the other party. Notwithstanding the foregoing and subject to any confidentiality obligations imposed upon a party under this Agreement, (i) Ads24 shall have the right to notify its advertisers and potential advertisers of the general nature of this transaction, (ii) both parties shall be entitled to provide additional disclosures containing any and all information contained in any previously agreed disclosure or press release, and (iii) both parties shall be entitled to list the other party's name in advertising and other materials. When determining whether a disclosure is "required by law" both parties may rely on their respective legal counsels' advice on such matters.

30. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party

31. Assignment. Neither party may assign its rights, duties or obligations under this Agreement to any person or entity, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld.

32. Amendment. Amendment of any provision of the agreement either be done by (a) in a written amendment that is agreed upon and signed by both parties, or (b) email contract updates and acceptance assumed if no objection within 14 days.

33.Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.

34.Notices. All notices shall be in writing and shall be deemed to be delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by facsimile or e-mail confirmed by call back. All notices shall be directed to the parties at the respective addresses indicated on the signature page hereof or to such other address as either party may, from time to time, designate by notice to the other party.

35. Compliance with Law. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement.

36. Choice of Law. This Agreement shall be construed and controlled by the laws of the Netherlands. Any dispute arising in connection with this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the Dutch courts.

37.Headings. The headings of the sections of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement, or be used in any manner in the interpretation of this Agreement.

38. Counterparts. This Agreement may be entered into by each party in separate counterparts and shall constitute one fully executed Agreement upon execution by both Partner and Ads24.

39. Prior Understanding. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written save that neither party excludes or limits its liability for fraudulent misrepresentation.

40. Interpretation. Whenever the context so requires in this Agreement, all words used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word "person" shall be construed to include a natural person, a joint venture, a trust, an estate or any other entity.

41. Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application of such provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, unless such provision or such application of such provision is essential to this Agreement.

42. Force Majeure. If the performance of any part of this Agreement by either party, except for the obligation to pay amounts payable hereunder, is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the reasonable control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

BY SUBMITTING AN ONLINE APPLICATION TO PARTICIPATE IN ADS24'S TRAFFIC PARTNER PROGRAM, AND BY CHECKING THE BOX AT THE BOTTOM OF THE APPLICATION PAGE CONFIRMING ACCEPTANCE OF THIS AGREEMENT, THE PROSPECTIVE PARTNER HEREBY AGREES TO BE UNCONDITIONALLY BOUND BY EACH AND EVERY TERM AND CONDITION CONTAINED HEREIN IF ADS24 APPROVES THE PROSPECTIVE PARTNER'S APPLICATION TO PARTICIPATE IN THIS PROGRAM, WHICH APPROVAL OR DISAPPROVAL IS AT ADS24'S EXCLUSIVE DISCRETION.

NOTE: ADS24 HAS THE EXCLUSIVE DISCRETION TO MAKE CHANGES TO THIS AGREEMENT BY REVISING THE TERMS CONTAINED HEREIN. ADS24 IS NOT REQUIRED TO PROVIDE PARTNER WITH NOTICE OF ANY CHANGES MADE TO THIS AGREEMENT. PARTNER SHOULD REGULARLY REVIEW THIS AGREEMENT AS COMPLIANCE WITH THE TERMS HEREOF IS ENTIRELY THE RESPONSIBILITY OF PARTNER