3. VIP Card Network does not guarantee any given level of circulation, distribution, reach or readership for an advertisement.

4. The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising there-from made against VIP Card Network or its affiliates, including all costs associated with defending any such claim.

5. All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked "advertisement".

6. All positions are at the option of VIP Card Network. In no event will adjustments, reinstatements or refunds be made because of the position in which an advertisement has been published. VIP Card Network will seek to comply with position requests and other stipulations that appear on insertion orders but cannot guarantee that they will be followed. Payment of a premium position fee does not guarantee positioning. In the event that VIP Card Network is unable to provide the requested positioning, the premium position fee will be refunded. Customer service representatives and sales representatives are not authorized to modify this provision or to guarantee positioning. Misclassification of advertising is not permitted.

7. VIP Card Network shall be under no liability for its failure for any cause to publish an advertisement.

8. Advertiser understands and agrees that VIP Card Network shall be the exclusive owner of any and all right, title, and interest including copyright in and to any works of authorship, derivative works, adaptations, inventions or other intellectual property generated by VIP Card Network, its employees or agents pursuant to this agreement, and any advertising and-or promotional materials relating thereto. Advertiser retains ownership of all advertising in the form delivered to VIP Card Network, and any existing trade and service marks of advertiser.

9. Advertiser grants to VIP Card Network the worldwide royalty-free right to redistribute, sublicense, and otherwise distribute the advertising to any third party in any medium whatsoever.

10. The advertiser or advertising agency shall pay the production cost of advertising created by VIP Card Network but not used. Charges for changes (not corrections) from original layout and copy will be based on current production rates.

11. VIP Card Network will not be responsible for errors appearing in advertisements which are placed after deadline or for errors due to late delivery of material from the advertiser or advertising agency or from a third party designated by the advertiser or advertising agency as a source for material to be published.

12. Cancellations, corrections, changes of advertising dates, and/or changes of advertising content must conform to published deadlines.

13. Cancellations, corrections, changes of advertising dates and/or changes of advertising content cannot be guaranteed between the time the order is placed and the initial publication.

14. VIP Card Network does not assume any liability for the return of any material in any medium in connection with advertising unless a specific written request is received to hold such material for a period not exceeding seven (7) days.

15. On advertising where credit is allowed by VIP Card Network in its sole discretion, monthly accounts are due and payable on or before the fifteenth (15th) day of the month following publication, and in the case of weekly accounts, payments are due and payable net fourteen (14) days from the statement date. If any credit card transaction is not approved for any reason, such account shall be deemed delinquent. When any part of an account for advertising becomes delinquent, then the entire amount owed shall become due and payable and VIP Card Network may refuse to publish any advertising. In this event, the advertiser or advertising agency shall pay for advertising according to the rate earned at the time of the delinquency.

16. Extension of credit to an advertising agency is based on the agency's acceptance of the sole liability for all advertising placed by the agency and billed to its account. No endorsement, statement of disclaimer on any order, check or letter shall act as an accord or satisfaction, or as a waiver of this condition unless and until it is accepted by VIP Card Network by a separate written agreement signed by a duly authorized representative of VIP Card Network. In the event of nonpayment of any agency account, prior to referring such account for third party collections, VIP Card Network reserves the right to contact the agency's client(s), as disclosed principal(s), for payment. If the outstanding balance is still not satisfied, VIP Card Network may proceed with collections against both the agency and its client(s). No such action on the part of VIP Card Network shall relieve the agency of liability for the debt.

17. There will be a $25.00 charge for any check not honored by the bank. Returned checks must be replaced with certified /cashier/wire transfer funds within 48 hours of notification. VIP Card Network reserves the right to withhold further advertising pending receipt of replacement funds.

18. In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys' fees and court costs incurred to effect collection.

19. Incorrect rates on orders that do not correspond to current rates will be regarded as clerical errors and the advertising will be published and charged at the applicable rates in effect at time of publication.

20. Orders are accepted by VIP Card Network subject to the foregoing terms and conditions. Terms, conditions, rates or agreements not set forth herein or in then current rate schedules are not binding. Customer service representatives and sales representatives are not authorized to modify any of these terms and conditions. Any modification of these terms and conditions is effective only if set forth in a separate written agreement signed by a duly authorized representative of VIP Card Network. VIP Card Network is not bound by any promises or representations made by its sales representatives unless set forth in writing and signed by an officer of VIP Card Network.