Terms and conditions cover reporting; content license; representations, warranties and convents; proprietary rights; indemnification, confidentiality; disclosure; execution, entire agreement and governing law; and counterparts.

Reporting. 555-1212.com will provide to Company a report detailing the number of impressions and click-throughs (a click-through shall be defined as each occasion on which a visitor to the 555-1212.com Site clicks on the creative materials and is thereby transferred to the Company Web site.

Content License. Each party grants to the other, and each accepts a worldwide non-exclusive, royalty-free license during the term of this Agreement to use, reproduce, electronically distribute, publicly display and publicly perform any works of authorship, text and other copyrightable works delivered by one party to the other for use in the Site the "Content"). Each party acknowledges that it will not acquire any right, title or interest in or the Content delivered by the other, except as specifically provided herein.

Representations, Warranties and Convents. Each party represents and warrants to the other that it has the right to enter into this Agreement, to grant the rights herein granted to the other and to perform its obligations hereunder. Without limiting the generality of foregoing, each party represents and warrants to the other that it has the right to all Proprietary Rights (as defined below) to be provided or used under this Agreement and that such provision or use of those Proprietary Rights will not violate any laws or regulations, including, without limitation, copyright, trademark, obscenity, privacy and defamation laws.

Proprietary Rights. Each party acknowledges that each party shall remain the sole owner of its code, inventions, algorithms, all business technical and financial information each obtains from the other, Marks (as defined below), Content, any other intellectual property and other proprietary data (the "Proprietary Rights") and that neither party shall acquire any right, title or interest to the other's Proprietary Rights, except as specifically set forth herein.

Indemnification. Company agrees, at its own expense, to indemnify, defend and hold harmless 555-1212.com, its officers, directors, employees, affiliates, agents, contractors, and its attorneys from and against any claims, actions liabilities, damages, costs or expenses, including attorneys' fees and costs incurred in defending against the same based on or arising from any breach of any representation, warranty, covenant, or agreement by 555-1212.com pursuant to this Agreement.

Confidentiality. Company agrees, that it shall hold in confidence and shall not disclose (except as expressly allowed herein) any "Confidential Information" of 555-1212.com. For purposes of this Agreement, Confidential Information shall mean any information disclosed by 555-1212.com which should reasonably be understood to be confidential or proprietary to Company, including, without limitation, information regarding collaborative filtering technologies, intellectual, technical, scientific or industrial nature, and information that relates to 555-1212.com's products, designs, content, subscribers, code, processes, business plans, business opportunities, and business information including without limitation projections and costs, pricing or market data, finances, research, development, know-how, or personnel. Confidential Information, however, does not include information that: (1) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Company; (2) Company had rightfully in its possession prior to disclosure to Company by 555-1212.com; (3) is independently developed by Company without the use of any Confidential Information; or (4) Company rightfully obtains from a third party.

Disclosure. Neither party may disclose the terms of this Agreement to any third party other than its financial and legal advisors without the other party's written consent.

Execution, Entire Agreement and Governing Law. This Agreement shall be effective when each party has dated and signed a counterpart hereof, including without limitation, a counterpart sent to each other by facsimile. The Agreement constitutes the entire Agreement and supersedes all proposals, oral or written, any letters of intent, all negotiations, conversations or discussions between or among parties relating to the subject matter of this Agreement and all past dealings or industry custom. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the State of California.

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