This Agreement shall govern participation in the Gunggo Advertising program. By participating in the Program, you are agreeing to be bound by these Terms and Conditions. The term 'customer' shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration. The Program is offered to you by Gunggo.com Ltd.

PAYMENT: All customers are required to pay one-hundred (100%) percent of the cost of the campaign before its activation. Gunggo reserves the right to set and negotiate specific payment terms on a Customer-by-Customer basis.

Participation: Gunggo shall have absolute discretion as to whether or not it accepts a particular customer or site for participation in the Gunggo Advertising Network:

1. Gunggo will not deliver visitors to sites containing content that is not appropriate for viewing by a general audience. The following are examples of the type of sites we will not deliver visitors to: * Sites containing or linking to software piracy. * Sites containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, 'phreaking', etc.). * Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm. * Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.). * Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam). * Sites promoting any type of illegal substance or activity or sites with illegal, false or deceptive investment advice and money-making opportunities. * Sites with any type of content that a reasonable public consensus deems to be improper or inappropriate.

2. Your Advertisement Page can not contain any other popup windows. Any additional window generated by your site shall be considered a popup window, including popups, pop-behinds, or exit popups windows. If a popup window is installed on the URL at any time, Gunggo will stop your campaign immediately and any remaining credits will be forfeited. In this case, you will not be entitled to a refund.

3. Your Advertisement Page can not have background music or sounds.

4. Your Advertisement Page can not contain scripts that alter users browser settings.

5. Your Advertisement Page can not contain any frame breaking codes.

6. To insure compliance with these terms and conditions, any Customers that change their content after approval for membership MUST notify Gunggo of the changes in writing IMMEDIATELY. If your site is changed during the campaign such that it includes inappropriate content, Gunggo will stop your campaign immediately. In this case, you will not be entitled to a refund.

Data Reporting (Stats): All Campaigns purchased on the Gunggo Advertising Network are served, tracked and reported by Gunggo. For Campaigns that involve third party serving/tracking, accounting may be beyond the control of Gunggo. Campaigns that use third party serving/tracking for auditing purposes may be subject to alternate or additional controls. Gunggo.com Ltd. is the sole owner of all website, campaign, and aggregate web user data collected by Gunggo. Customer only has access to website and web user data that is collected as part of Customer's campaign.

Rates: All advertising rates are subject to change at any time.

GENERAL Representations and Warranties: Customer hereby indemnifies and holds harmless Gunggo.com Ltd. and the Publishers (including their successors, directors, officers, employees, agents, assigns) from and against all claims, loss, liability, damage and expense of any nature (including attorneys' reasonable fees) in connection with the Advertisement URL and its linked websites, for any actual or alleged breach of any term of this Agreement. Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

Limitation of Liability: Neither Gunggo.com Ltd. nor the participating sites will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Advertisement URL due to systems failures or other technological failures of Gunggo.com Ltd. or of the Internet; (b) delays in delivery and/or non-delivery of a campaign, including, without limitation, difficulties with a Publisher or Website, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Advertisement URL provided by Customer.

Modifications: The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change. Cancellation: The Advertiser may stop the campaign at any time with twenty-four (24) hours written notice. For the termination of the campaign, the Advertiser is responsible to pay for all impressions that were served by Gunggo.com Ltd. Gunggo shall issue a refund for all impressions that have not been delivered.

7. Your advertisement page cannot contain any other popup windows. Any additional window generated by your site shall be considered a popup window, including popups, pop-behinds, or exit popup windows. If a popup window is installed on the URL at any time, our publishers will stop your campaign immediately and any remaining credits will be forfeited. In this case, you will not be entitled to a refund. n addition, if creatives spawn malware, adware, spyware we will forfeit any remaining credits.

ALL publishers MUST COMPLY COMPLETELY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. Gunggo.com Ltd. RESERVES THE RIGHT TO WITHHOLD PAYMENTs FROM ANY publishers THAT VIOLATES ANY OF OUR TERMS AND CONDITIONS This Agreement shall govern participation in the Gunggo Advertising program.

By participating in the Program, you are agreeing to be bound by these Terms and Conditions. The term 'Affiliate' shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration. The Program is offered to you by Gunggo.com Ltd.

PAYMENT POLICY: Payment rates can vary for each website. Actual campaign rates vary with website performance and market conditions. Affiliate will be paid via paypal or check in US dollars ($US) or Canadian Dollars ($CAD), Thirty days (30) after the end-of-15-days-period. Affiliates will be paid at the account level. No checks will be issued for any amount less than $100US. No paypal payments will be issued for any amount less than $100US. All unpaid earnings will rollover to the next pay period. All payments are based on actuals as defined, accounted and audited by Gunggo. Gunggo.com Ltd. reserves the absolute right not to pay any accounts.

Participation: Gunggo shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Gunggo Advertising Network:

1. The following are examples (including but not limited to) of the type of sites that are not allowed to participate in our network: * Libelous or defamatory sites * Sites containing or linking to software piracy * Software trading (warez) sites * Sites containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, 'phreaking', etc.) * Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm * Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) * Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) * Sites promoting any type of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities * Sites that are under construction or incomplete * Sites with any type of content reasonable public consensus deems to be improper or inappropriate * Sites that have current traffic of less than 5,000 page views per month. It is the Affiliate's sole responsibility to maintain acceptable content, as outlined in the eligibility requirements, after their acceptance to the Gunggo Advertising Network. Any violation of these rules will result in immediate removal from the network. Your account will be cancelled and your payment will be null and void.

2. Company/Individual may not artificially inflate traffic counts using (including but not limited to) a device, program or robot.

3. Each affiliate may only hold one account with Gunggo.com Ltd. But Publishers can have more than one URL in their account, each of which should be submitted for review prior to placing the code on those individual sites. Each website may only hold one account with Gunggo.com Ltd.

4. Publishers cannot refer themselves as a Publisher. Groups of Publishers cannot refer each other.

5. All unsold traffic tracked in publishers account will not be counted towards publisher earnings. Only all traffic that has delivered Gunggo's ad will be counted towards publishers earnings.

Code Placement: Gunggo ad codes must be not be modified from original format without consent from Gunggo.com Ltd. Affiliate agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Gunggo pop-under windows can not be launched from websites that launch more than a total of two pop windows. In-page Banner ads code need to be placed within the first 500 pixels of the top of your page. Gunggo ad codes cannot be placed on pages without any content. Gunggo ad codes may only placed on domains that Gunggo has reviewed and accepted for participation.

Data Reporting (Stats): Gunggo.com Ltd. is the sole owner of all website, campaign, and aggregate web user data collected by Gunggo. Affiliate only has access to campaign data that is collected through the use of their inventory.

Fraud and Deception: Affiliates agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Gunggo audits every Affiliate's traffic on a daily basis. Affiliates that produce commit fraudulent activities, including but not limit to false impressions, will have their account permanently removed from our network and will not be compensated for fraudulent traffic. Additionally, Gunggo.com Ltd. reserves the right to register fraudulent Affiliates in a global ad network fraud database, for usage by other ad networks. Excessive page reloading or any other abuse of our system could result in legal action. Contact

Information: To insure timely payment, Affiliates are responsible for maintaining the correct contact and payment information associated with their account. This must be done online using the Affiliate's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Affiliate contact or payment information are Affiliate's responsibility, and will be deducted from re-payment.

Removal From Network: In order to protect our clients from any form of fraudulent actions, we reserve the right to terminate any account that we believe violates one of our rules or that has very low conversion ratios. We reserve the right to request server logs from Affiliates for investigation. In the case of non-agreement between Gunggo.com Ltd. and Affiliates, the decision of Gunggo.com Ltd. stands as the final decision. Any account that has been cancelled due to fraudulent activities or due to the low conversion ratios will not receive payment. In cases where fraud has occurred and payment has already been made, we may, in addition to closing the account, take legal action against the Affiliate. Affiliates in violation of Gunggo.com Ltd.'s Terms and Conditions will be immediately deactivated. Gunggo may deactivate Affiliates with no prior notification, though every effort will be made to notify the deactivated Affiliate via the e-mail address provided by the Affiliate. Upon termination of a Affiliate from the Gunggo Advertising Program, for any reason and by either party, the Affiliate shall immediately remove all HTML insertion codes from all pages where the Affiliate had inserted such codes.

GENERAL: Representations and Warranties: The Program represents and warrants that it has full power and authority to enter into this Agreement. The program is not responsible for any content provided by third parties (including Advertisers). The program and its licensors make no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use, and non-infringement. Affiliate is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Affiliate Websites and/or (ii) any content or material to which users can link through the Affiliate Websites (other than through an advertisement supplied by Gunggo.com Ltd.) Affiliate hereby agrees to indemnify, defend and hold harmless Gunggo.com Ltd. and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims.

Independent Contractor: The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venturer, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.

Limitation of Liability: Neither Gunggo.com Ltd. nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Gunggo.com Ltd. or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.

Public Release: Affiliate shall not release any information regarding Campaigns, Creative, or Affiliates relationship with Gunggo.com Ltd. or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Gunggo.com Ltd. Gunggo.com Ltd. shall have the right to reference and refer to its work for, and relationship with, Affiliate for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Gunggo and Affiliate. Audit: Gunggo shall have the sole responsibility for calculation of Affiliate earnings, including Impressions and geographic statistics.

Multiple Accounts: Gungo publishers are absolutely not allowed to have more than one account. Publishers that are discovered having more than one account maybe suspended without pay. Privacy and Opt-out: Affiliate shall support Gunggo's commitment to protect the privacy of the online community; such commitment is set forth in Gunggo.com Ltd.'s Privacy Statement, which is hereby incorporated into this Agreement.

Modifications: The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with complying with any changes to the terms and conditions within 10 days of the date of change. CANCELLATION: The Advertiser and the Publisher may stop the campaign at any time with a twenty-four (24) hours written notice. For the termination of the campaign, Advertiser is responsible to pay for all impressions that were served by Gunggo, and Gunggo shall issue refund for all impressions that have not been delivered.