PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT")CAREFULLY BEFORE USING THE SERVICES OFFERED BY GAMEFUSION, INC.("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOUAGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS ANDCONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTONAND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFEREDBY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. The Web pages available at www.gamefusion.com, and all linked pages unless indicated otherwise ("Site"),are owned and perated by Company, and are accessed by you ("Subscriber") under the following terms and conditions:    1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by       bringing together Internet advertisers and publishers,       as described more fully on the Site, and which are       selected by Subscriber through the process provided on       the Site ("Services"). Company may change, suspend or       discontinue the Services (or Subscriber's access       thereto) at any time, including the availability of       any feature, advertisement, publisher or content,       without notice or liability. Company reserves the       right, at its discretion, to refuse to allow access to       the Services to any applicant at any time. Company       also reserves the right, at its discretion, to modify       this Agreement at any time by posting a notice on the       Site, or by sending Subscriber a notice via email or       postal mail. Use of the Services by Subscriber       following such notification constitutes Subscriber's       acceptance of the modified terms and conditions.       Subscriber certifies to Company that if Subscriber is       an individual (i.e., not a corporation) Subscriber is       at least 18 years of age. Subscriber also certifies       that it is legally permitted to use the Services and       access the Site, and takes full responsibility for the       selection and use of the Services. This Agreement is       void where prohibited by law, and the right to access       the Site is revoked in such jurisdictions.    2. IMPLEMENTATION. Subscriber agrees to comply with the       technical specifications provided by Company to enable       proper display of the advertisements in connection       with the Services, including without limitation by not       modifying the JavaScript or other programming provided       to Subscriber by Company in any way.    3. COMMUNICATIONS SOLELY WITH COMPANY. Subscriber agrees       to direct to Company and not to any advertiser or       publisher, as the case may be, all communications       regarding any matter arising out of Subscribers use of       the Services.    4. CONTENT. The Site and its contents are protected by       U.S. and international copyright laws and are intended       solely for the use of Company subscribers and may only       be used in accordance with the terms of this Agreement       in connection with authorized use of the Services. All       materials displayed or performed on or accessible       through the Site or Services (including, but not       limited to text, graphics, articles, photographs,       images, illustrations, audio clips and video clips,       also known as the "Content") are protected by       copyright. The term "Content" as used herein       specifically includes any advertising or other content       made available or submitted by any advertiser and any       website or other content published by or associated       with any publisher. Subscriber shall abide by all       copyright notices, information, and restrictions       contained in any Content accessed in connection with       the Services. Subscriber acknowledges and agrees that       if Subscriber uses any of the Services to contribute       or make available Content, Company is hereby granted a       non-exclusive, worldwide, royalty-free, transferable       right to fully exploit such Content (including all       related intellectual property rights) and to allow       others to do so in connection with the Services and       the Site.    5. RESTRICTIONS. Subscriber (whether a publisher,       advertiser or otherwise) warrants, represents and       agrees that it will not contribute, submit or make       available through the Services, or use the Services in       connection with, any Content that is infringing,       libelous, defamatory, obscene, abusive,       offensive or otherwise violates any law or right of       any third party. If Subscriber is a publisher,       Subscriber shall not, and shall not authorize or       encourage any third party to (i) generate fraudulent       impressions of or fraudulent clicks on any       advertisement, including but not limited to through       repeated manual clicks, the use of robots or other       automated query tools and/or computer generated search       requests, and/or the fraudulent use of other search       engine optimization services and/or software; (ii)       edit, modify, filter or change the order of the       information contained in any advertisement, or remove,       obscure or minimize any advertisement in any way;       (iii) redirect an end user away from any Web page       accessed by an end user after clicking on any part of       an advertisement ("Advertiser Page"), provide a       version of the Advertiser Page different from the page       an end user would access by going directly to the       Advertiser Page or intersperse any content between the       advertisement and the Advertiser Page; or (iv) display       any advertisements on any error page, registration or       "thank you" page (e.g. a page that thanks a user after       he/she has registered with the applicable website).       Company reserves the right to remove any Content from       the Site at any time, or to terminate Subscriber's       right to use the Services or access the Site, for any       reason (including, but not limited to, upon receipt of       claims or allegations from third parties or       authorities relating to such Content or if Company is       concerned that Subscriber may have breached the terms       of this paragraph), or for no reason at all, subject       to the provisions of paragraph 14 (Termination).       Subscriber is responsible for all of its activity in       connection with the Services. Any fraudulent, abusive,       or otherwise illegal activity is grounds for       termination of Subscriber's right to use the Services       or to access the Site. Use of the Site or Services to       violate the security of any computer network, crack       passwords or security encryption codes, transfer or       store illegal material including materials that are       deemed threatening or obscene, or engage in any kind       of illegal activity is expressly prohibited.       Subscriber will not run Maillist, Listserv, any form       of auto-responder, or "spam" on the Site, or any       processes that run or are activated while the       Subscriber is not logged in.    6. DISCLAIMERS.           * Subscriber acknowledges and agrees that Company             has no special relationship with or fiduciary             duty to Subscriber and that Company has no             control over, and no duty to take any action             regarding: which users gains access to the Site             or Services; what Content Subscriber accesses or             receives via the Site or Services; what Content             other subscribers may make available, publish or             promote in connection with the Services; what             effects any Content may have on Subscriber or             its users or customers; how Subscriber or its             users or customers may interpret, view or use             the Content; what actions Subscriber or its             users or customers may take as a result of             having been exposed to the Content, or whether             Content is being displayed properly in             connection with the Services.           * Further, (i) if Subscriber is a publisher,             Subscriber specifically acknowledges and agrees             that Company has no control over (and is merely             a passive conduit with respect to) any Content             that may be submitted or published by any             advertiser, and that Subscriber is solely             responsible (and assumes all liability and risk)             for determining whether or not such Content is             appropriate or acceptable to Subscriber, and             (ii) if Subscriber is an advertiser, Subscriber             specifically acknowledges and agrees that             Company has no control over any Content that             may be available or published on any publisher             website (or otherwise), and that Subscriber is             solely responsible (and assumes all liability             and risk) for determining whether or not such             Content is appropriate or acceptable to             Subscriber.           * Subscriber releases Company from all liability             in any way relating to Subscriber's acquisition             (or failure to acquire), provision, use or other             activity with respect to Content in connection             with the Site or Services. The Site may contain,             or direct Subscriber to sites containing,             information that some people may find offensive             or inappropriate. Company makes no             representations concerning any content contained             in or accessed through the Site or Services, and             Company will not be responsible or liable for             the accuracy, copyright compliance, legality or             decency of material contained in or accessed             through the Site or Services. Company makes no             guarantee regarding the level of impressions of             or clicks on any advertisement, the timing of             delivery of such impressions and/or clicks, or             the amount of any payment to be made to             Subscriber in connection with the Services.           * THE SERVICES, CONTENT AND SITE ARE PROVIDED ON             AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY             KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,             WITHOUT LIMITATION, IMPLIED WARRANTIES OF             MERCHANTABILITY, FITNESS FOR A PARTICULAR             PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT             WARRANT THE RESULTS OF USE OF THE SERVICES,             INCLUDING, WITHOUT LIMITATION, THE RESULTS OF             ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER             ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT             THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON             HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE             LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.           * ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE             (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF             CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION             OR INFORMATION TRANSMITTED ON OR THROUGH THE             SITE, SERVICES OR ANY WEBSITE LINKED TO THE             SITE. Company will not be liable for the privacy             of e-mail addresses, registration and             identification information, disk space,             communications, confidential or trade-secret             information, or any other Content stored on             Company's equipment, transmitted over networks             accessed by the Site, or otherwise connected             with Subscriber's use of the Services.    7. COPYRIGHT DISPUTE AND PRIVACY POLICIES. Please review       Company's Copyright Dispute Policy       http://www.gamefusion.com/mb/copyrightdispute.php if       Subscriber believes that material or content residing       on or accessible through the Site or Services       infringes a copyright. Please also review Company's       Privacy Policy http://www.gamefusion.com/mb/privacy.php       for information regarding Company's policies and       practices regarding the use of Subscriber personal       information.    8. REGISTRATION AND SECURITY. As a condition to using       Services, Subscriber may be required to register with       Company and select a password and Subscriber name       ("Company User ID"). Subscriber shall provide Company       with accurate, complete, and updated registration       information. Failure to do so shall constitute a       breach of this Agreement, which may result in       immediate termination of Subscriber's account.       Subscriber may not (i) select or use as a Company User       ID a name of another person with the intent to       impersonate that person; (ii) use as a Company User ID       a name subject to any rights of a person other than       Subscriber without appropriate authorization; (iii)       register for the Services using more than one Company       User ID. Company reserves the right to refuse       registration of, or cancel a Company User ID in its       discretion. Subscriber shall be responsible for       maintaining the confidentiality of Subscriber's       Company password.    9. INDEMNITY. Subscriber will indemnify and hold Company,       its parents, subsidiaries, affiliates, officers and       employees, harmless, including costs and attorneys'       fees, from any claim or demand made by any third party       due to or arising out of Subscriber's access to the       Site, use of the Services, the violation of this       Agreement by Subscriber, or the infringement by       Subscriber, or any third party using the Subscriber's       account, of any intellectual property or other right       of any person or entity.   10. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE       LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I)       FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES       PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT,       INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY       KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE       EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL       DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY       NOT APPLY TO SUBSCRIBER.   11. FEES AND PAYMENT. Some of the Services require payment       of fees. Subscriber shall pay all applicable fees, as       described on the Site in connection with such Services       selected by Subscriber. Company reserves the right to       change its price list and to institute new charges at       any time, upon prior notice to Subscriber, which may       be sent by email or posted on the Site. If Subscriber       is a publisher, Subscriber shall receive as payment a       percentage of the sale price of advertisements displayed       in connection with Subscriber's website as determined       by Company for Subscriber's use of the Services.       Subscriber's payable revenue shall be       determined on the first day of each month, on       which day those revenues accrued to Subscriber's       account sixty (60) or more days earlier shall become       eligible to be paid. Payments to Subscriber shall be       sent by Company within approximately ten (10) days       of the previous calendar month end, if       Subscriber's earned balance is greater than or equal       to Subscriber's minimum check amount. If Subscriber's       earned balance is less than Subscriber's minimum check       amount, no check shall be sent and the Company shall       make the aforesaid determination anew on the first day of the following month. . In addition,       if Subscriber is a publisher, Subscriber agrees that       (i) any payments that may become due to Subscriber       (as described on the Site) are specifically       conditioned upon Company's receipt of full payment       from the applicable advertiser, and that any such       payments do not become due to Subscriber until 60 days       after Company's receipt of full payment from the       applicable advertiser, and (ii) if Company does not       receive the applicable payment in full from any such       advertiser, or Company’s payment from advertiser is later reversed at any time, Company shall have no liability or       responsibility to Subscriber (and Subscriber hereby       releases Company) with respect thereto. If Subscriber       disputes any payment made in connection with the       Services, Subscriber must notify Company in writing       within thirty (30) days of any such payment. Failure       to so notify Company shall result in the waiver by       Subscriber of any claims related to such disputed       payment. Payment shall be calculated solely based on       records maintained by Company. No other measurements       or statistics of any kind shall be accepted by Company       or have any effect under this Agreement. Company shall       not be liable for any payment based on (i) any       fraudulent impressions generated by any person, robot,       automated program or similar device or for fraudulent       impressions similarly generated on any advertisements,       as reasonably determined by Company; (ii)       advertisements delivered to end users whose browsers       have JavaScript disabled; or (iii) impressions       commingled with a significant number of fraudulent       impressions or fraudulent clicks described in (i)       above, or as a result of another breach of this       Agreement by Subscriber for any applicable pay period.       Company reserves the right to withhold payment or       charge back Subscriber's account due to any of the       foregoing or any breach of this Agreement by       Subscriber. In addition, if Subscriber is past due on       any payment to Company in connection with the       Services, Company reserves the right to withhold       payment until all outstanding payments have been made.       To ensure proper payment, Subscriber is solely       responsible for providing and maintaining accurate       contact and payment information associated with       Subscriber's account and Company User ID. For U.S.       taxpayers, this information includes without       limitation a valid U.S. tax identification number and       a fully-completed Form W-9. For non-U.S. taxpayers,       this information includes without limitation either a       signed certification that the taxpayer does not have       U.S. activities or a fully-completed Form W-8 or other       form, which may require a valid U.S. tax       identification number, as required by the U.S. tax       authorities. Any bank fees related to returned or       cancelled checks due to a contact or payment       information error or omission may be deducted from the       newly issued payment. Subscriber agrees to pay all       applicable taxes or charges imposed by any government       entity in connection with Subscriber's use of the       Services. Note, Gamefusion may debit any account to setoff a negative balance in another account, or to pay any amounts that are past due for a period of 180 Days.   12. CONFIDENTIALITY. Subscriber agrees not to disclose       Company Confidential Information without Company's       prior written consent. "Company Confidential       Information" includes without limitation: (i) all       Company software, technology, programming, technical       specifications, materials, guidelines and       documentation Subscriber learns, develops or obtains       that relate to the Services or the Site; (ii)       click-through rates or other statistics relating to       Site performance in the Services provided to       Subscriber by Company; and (iii) any other information       designated in writing by Company as "confidential" or       any designation to the same effect. "Company       Confidential Information" does not include information       that has become publicly known through no breach by       Subscriber or Company, or information that has been       (a) independently developed without access to Company       Confidential Information as evidenced in writing; (b)       rightfully received by Subscriber from a third party;       or (c) required to be disclosed by law or by a       governmental authority.   13. INFORMATION RIGHTS. Company may retain and use for its       own purposes all information Subscriber provides,       including but not limited to Site demographics and       contact and billing information. Subscriber agrees       that Company may transfer and disclose to third       parties personally identifiable information about       Subscriber for the purpose of approving and enabling       Subscriber's participation in the Services, including       to third parties that reside in jurisdictions with       less restrictive data laws than Subscriber's own       jurisdiction. Company disclaims all responsibility,       and will not be liable to Subscriber, however, for any       disclosure of that information by any such third       party. Company may share aggregate (i.e., not       personally identifiable) information about Subscriber       with advertisers, publishers, business partners,       sponsors, and other third parties. In addition,       Subscriber grants Company the right to access, index,       and cache Subscriber's website, or any portion       thereof, including by automated means including Web       spiders or crawlers. Additionally, Subscriber grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services.   14. TERMINATION. Either party may terminate the Services       at any time by notifying the other party by any means.       Company may also terminate or suspend any and all       Services and access to the Site immediately, without       prior notice or liability, if Subscriber breaches any       of the terms or conditions of this Agreement. Any fees       paid hereunder are non-refundable and non-cancelable.       Upon termination of the Subscriber's account,       Subscriber's right to use the Services will       immediately cease and Subscriber will remove all       Company HTML code from Subscriber's websites. All       provisions of this Agreement which by their nature       should survive termination shall survive termination,       including, without limitation, warranty disclaimers,       and limitations of liability.   15. REPRESENTATIONS AND WARRANTIES. Subscriber represents       and warrants that (i) Subscriber is the owner of each       website Subscriber designates in connection with the       use of Services or that Subscriber is legally       authorized to act on behalf of the owner of such       website for the purposes of this Agreement, and (ii)       Subscriber has all necessary right, power and       authority to enter into this Agreement and to perform       the acts required of Subscriber hereunder. Subscriber       further represents and warrants that each of       Subscriber's websites and any material displayed       therein: (a) comply with all applicable laws,       statutes, ordinances and regulations; (b) do not       breach and have not breached any duty toward or       rights of any person or entity including, without       limitation, rights of intellectual property, publicity       or privacy, or rights or duties under consumer       protection, product liability, tort, or contract       theories; and (c) are not hate-related in content.   16. MISCELLANEOUS. The failure of either party to exercise       in any respect any right provided for herein shall not       be deemed a waiver of any further rights hereunder.       Company shall not be liable for any failure to perform       its obligations hereunder where such failure results       from any cause beyond Company's reasonable control.       If any provision of this Agreement is found to be       unenforceable or invalid, that provision shall be       limited or eliminated to the minimum extent necessary       so that this Agreement shall otherwise remain in full       force and effect and enforceable. This Agreement is       not assignable, transferable or sublicensable by       Subscriber except with Company's prior written       consent. This Agreement shall be governed by and       construed in accordance with the laws of the state of       California without regard to the conflict of laws       provisions thereof. Both parties agree that this       Agreement is the complete and exclusive statement of       the mutual understanding of the parties and supersedes       and cancels all previous written and oral agreements,       communications and other understandings relating to       the subject matter of this Agreement, and that all       modifications must be in a writing signed by both       parties, except as otherwise provided herein. No       agency, partnership, joint venture, or employment is       created as a result of this Agreement and Subscriber       does not have any authority of any kind to bind       Company in any respect whatsoever.

I accept the above terms and conditions*