Coolwebsearch.com Paid Listings Feed Agreement   DEFINITIONS: I. Paid Listings - an advertisement or group of advertisements created dynamically or statically by Cool Web Search and supplied to Client via an HTML or XML data feed for further display on Client's web site or website(s) affiliated with Client.   2. Net Revenue -the amount collected by Cool Web Search from an Cool Web Search advertiser for Valid Clickthroughs (defined below) originating from Paid Listings advertisement(s) served through the Client's site(s) or Client's affiliate(s) site(s).   3. Valid Clickthrough ("CT") -the action of a human user clicking on a hypertext link or image link, which subsequently directs the user's browser to an Cool Web Search server and ultimately to the web site of an Cool Web Search advertiser, subject to the following constraints: a. The action may not be initiated or executed employing any non-human processes including robots, spiders, scripts (or other software), mechanical automation of clicking applied to the user's mouse or keyboard, or any other non-human clicking agent. b. The action may not be fraudulent or appear to be fraudulent in nature according to the sole reasonable discretion of Cool Web Search and/or the Cool Web Search advertiser. c. Generally clickthroughs of the following nature will also be considered to be invalid: multiple clickthroughs by the same user within the same second, multiple clickthroughs by the same user on the same link within an unreasonable period of time not greater than 5 seconds, suspicious patterns of clicking by any given user (example: a user clicking on the first, second, and third link in consecutive order and in a repetitious pattern, or a user clicking on the same position consistently, while neglecting the other positions), and clickthroughs from a previously blocked IF address( s ), which has been deemed by Cool Web Search to be a probable source of fraudulent activity . d. CTs originating or routed through countries other than The United States, Canada, and countries that are members of the European Community, will generally be rejected. Banned networks: 61. 202. 203. 210. 211. 218. 219. 220. e. Caching of Paid Listings is strictly prohibited. The Client is wholly responsible for the activities of its affiliate(s) appertaining to the validity of clickthroughs.   f. Browser "hijacking", hacking, or installing software of any kind on users' machines without the users' prior consent is strictly forbidden The user must also posess the ability to uninstall any software installed on his or her computer even with his or her consent. AGREEMENT: Cool Web Search agrees to provide code to Client so that Client may display Cool Web Search Paid Listings advertisements on any of its web pages and/or products. Cool Web Search reserves the right to approve or reject inclusion of the Paid Listings element on any page or product at it's sole discretion. CONTENT AND ALTERABILITY: Paid Listings advertisements may be displayed on the Client Web page(s) provided that the surrounding content cannot be construed to promote illegal materials, hate, violence, or vulgarity or other "undesirable" actions or material. Client agrees not to display, and Cool Web Search reserves the right, in it's sole discretion, to reject inclusion, of any Paid Listings advertisement(s) adjacent to any such content as far as it fails to comply with the criteria set forth above. The Paid Listings must be displayed to the user using complete body of text, as provided by Cool Web Search in the Paid Listings data feed and may not be altered or edited by Client in any way except as previously agreed in writing by both parties. KEYWORD TARGETING: Paid Listings must be targeted to a specific keyword as provided in the Paid Listings Integration Documentation If Paid Listings are displayed adjacent to search results, Client may automatically populate the "q" (query) field with the query the user typed to generate the same search results. Otherwise, any Paid Listings displayed on or adjacent to a Web page that is not a search results page, must be pre-authorized as an addendum to this agreement.  REVENUE AND REPORTING: Subject to the "Minimum Payment" below, for each user successfully delivered by Cool Web Search, via a CT from the Paid Listings advertisement(s) on the Client's site(s) to a Cool Web Search advertiser, Cool Web Search shall compensate Client with fifty percent (50%) of the Net Revenue (as defined in section "DEFlNlTIONS" above). Minimum Payment:The minimum payment is $300 USD for wire transfer and $20 for checks. Payment shall be made on a monthly basis 15 days after the end of the pay-period. We have a flat $2 USD processing fee for each check and $35 USD for each wire transfer. Both parties agree and understand that, with respect to traffic measurements any and all traffic or other data to be provided in connection with this Agreement, specifically CTs delivered and Net Revenue from such, shall be determined based upon Cool Web Search' s reporting. No other traffic measurements will be deemed relevant nor affect either party's performance under this Agreement. Client shall have no longer than five (5) days from the last day of the month prior to dispute any material discrepancy pertaining to stats and/or compensation to be paid to Client. Failure to report such discrepancy within the said five (5) day period shall be considered by both parties as a forfeiture of Client's right to dispute. NON-DISCLOSURE AND CONFIDENTIALITY: The terms of this Agreement and the fact and substance of the parties' discussions and correspondence relating to this agreement, including the payment terms as outlined in sections "REVENUE" and "TERMS" above, shall be deemed the confidential information of Cool Web Search and shall not be disclosed by Client without the prior written consent of Cool Web Search for a period of 12 months following the termination of this agreement. WARRANTY: ALL CODE AND CONTENT ARE PROVIDED HEREUNDER ON AN " AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE NATURE, RELIABILITY OR ACCURACY OF THE CODE OR CONTENT OR ANY IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.   TERMS: Either party may terminate this agreement by giving 10 days written notice to the other party at any time. Upon termination each party relinquishes any and all right(s) and privilege(s) granted hereunder with the exception of those outlined in the "NON-DISCLOSURE AND CONFIDENTIALITY" section above. Upon termination of this agreement, all compensation then accrued and not yet paid to Client shall be remitted subject to the standard payment terms outlined in section "REVENUE" above. This agreement shall be governed by and construed according to the laws of the province of Quebec, to the jurisdiction of which the parties hereto submit. This agreement shall bind and inure to the benefit of both parties and their respective heirs, executors, administrators, successors and assigns. This agreement may be modified from time to time only by mutual written consent by both parties.