MyKaroo Advertiser Agreement

Thank you for your interest in advertising on MyKaroo. We hope you enjoy using MyKaroo's advertising capabilities as much as we enjoyed creating them. 

The MyKaroo Advertiser Agreement is below. This agreement covers the terms under which you can use MyKaroo's advertising capabilities. Your use of MyKaroo's advertising capabilities indicates your agreement to the terms of this agreement.

Thanks again, and we hope you enjoy using MyKaroo.


MYKAROO ADVERTISING AGREEMENT

IMPORTANT-READ CAREFULLY: This advertising agreement (the "Agreement") is a legal agreement between you, an individual or entity ("Advertiser"), and Bardon Data Systems, Inc., dba MyKaroo, ("MyKaroo"). If Advertiser wishes to place any Advertisements or otherwise to use any MyKaroo service, Advertiser must accept each provision of this Agreement. MyKaroo and Advertiser are sometimes referred to herein singularly as a "Party" and jointly as the "Parties."

RECITALS

A. WHEREAS, MyKaroo's software product (the "Software") allows its users (the "MyKaroo Users") to see comments or other content posted by MyKaroo Users, advertisers, or management in a side window (the "Side Window") which is independent and separate from the website being viewed and the browser showing the website (each, a "Website"); and 

B. WHEREAS, Advertiser wishes to have MyKaroo display Advertiser's advertisements in such Side Window, as further described in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby further agree as follows:

1. Definitions. When used in this Agreement, the terms set forth below and those defined throughout the Agreement when initially capitalized shall have the meanings ascribed to them.

    1.1 "Advertisements" singularly and collectively means each graphical image file, video file, sound recording, text, HTML or similar web-oriented coding, animation, Internet link, trademark, and any other content Advertiser provides to MyKaroo for inclusion in each advertisement Advertiser wishes for MyKaroo to display in the Side Window.

    1.2 "Advertising Formula" means the method by which MyKaroo determines which advertisements to display, as described in Section 2.1 below

    1.3 "Click-Through" means an event in which a MyKaroo User clicks on an Advertisement, thus visiting the Website that is linked to that Advertisement; or the number of such events.

    1.4 "Deposit Account" means the account established by MyKaroo to which payments from Advertiser to MyKaroo are made via PayPal (and/or any other payment method accepted by MyKaroo) pursuant to this Agreement.

    1.5 "MyKaroo Site" means the mykaroo.com website.

    1.6 "Proprietary Rights" means any and all of the following: (a) rights associated with works of authorship throughout the Universe, including copyrights, know-how, and moral rights; (b) trademark and trade name rights and similar rights and all business goodwill associated therewith; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) domain names; (f) all other intellectual and industrial property rights (of every kind and nature throughout the Universe and however designated, including logos, "rental" rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (g) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

2. The Services.

    2.1 Advertising Formula. MyKaroo displays the advertisements of the MyKaroo advertiser that has made the highest bid to display its advertisements on each respective Side Window as follows:  advertisers bid an amount per thousand views of their advertisements (CPM); for example, if an advertiser's winning bid was $10 and its advertisement was viewed 50,000 times, it would cost $500 ($10 x 50,000 / 1000). In each Side Window MyKaroo displays the three high-bid advertisements, in bid order. Different advertisements are displayed as MyKaroo Users visit different Websites. Advertiser must upload its Advertisements and on the advertisement management page of MyKaroo Site advise MyKaroo of its bidding and Advertisement display preferences for the Side Windows on which Advertiser wishes for its Advertisements to be displayed. For each Side Window for which Advertiser's bid is in the top three (3), the Advertisements will accordingly be displayed on each such Side Window. As further described in Section 3.3 below, Advertiser must pay a one (1) time setup fee and at all relevant times have sufficient funds in its Deposit Account to pay for the display of its Advertisements. Advertisements will not be displayed if they have not been uploaded to MyKaroo nor if Advertiser has insufficient funds in the its Deposit Account. In such instances, the advertisements of the next highest bidder for each respective Side Window will be displayed.

    2.2 No Guaranteed Display of the Advertisements.   Advertiser acknowledges that there is no guaranty that the Advertisements will always be displayed exactly in accordance with the Advertising Formula as the operability and accessibility of the Advertisements may be limited by various factors, including: (a) equipment failure, (b) periodic maintenance, and (c) causes beyond MyKaroo's control, including interruption of telecommunication transmissions, network congestion, and other failures. The specific placement and duration of the display of Advertisements shall be determined by MyKaroo at its sole and absolute discretion, but such placement shall always be in a Side Window. 

    2.3 No Guaranteed Number of Impressions or Click-Through Rate. MyKaroo does not guarantee: (a) either a minimum or maximum number of (i) displays of the Advertisements, or (ii) Click-Throughs, nor (b) that Advertisements will be displayed when a MyKaroo User accesses any particular Website or Side Window. Instead, Advertisements will be displayed only in accordance with MyKaroo's Advertising Formula.

    2.4 Reports. MyKaroo shall provide Advertiser with various report and analysis tools setting forth the total number of displays of the Advertisements or such other information as may be made available. This report shall be accessed through the advertiser's login area of the MyKaroo website (each, a "Report"). 

3. Advertiser's Obligations and Representations.

    3.1 Preparation and Submission of Advertisements. As between the Parties, Advertiser shall be solely responsible for all costs incurred in connection with its Advertisements, including expenses associated with creating, updating, and otherwise managing Advertisements, uploading Advertisements to MyKaroo, and establishing and maintaining website links, if any, to which Advertiser wishes such Advertisements linked. As between the Parties, solely Advertiser shall be responsible for the accuracy of all Advertisements and for any damage that results from or arises in connection with the Advertisements. Advertiser shall upload the Advertisements to MyKaroo in such file format(s), if any, as requested by MyKaroo (collectively, the "MyKaroo Specifications"). MyKaroo shall have no obligation to publish Advertisements that are not the highest bid for each respective Side Window, if Advertiser does not have sufficient funds in its Deposit Account, or if not received in accordance with the MyKaroo Specifications. Advertiser may submit changes to the Advertisements or upload additional Advertisements.

    3.2 Warranties and Representations. Advertiser represents and warrants that, at all times:

        (a) Advertiser owns and shall own the Advertisements and/or has all rights, including all Proprietary Rights, necessary for MyKaroo to exercise the license granted to it in Sections 5.2(a) and 5.2(b) below and for MyKaroo to provide the services and perform as described in this Agreement; 

        (b) The Advertisements shall not:
		
            (i) infringe the Proprietary Rights of any third party,
 
            (ii) contain material or contain a link to material likely to constitute false advertising or unfair competition under the law of any jurisdiction, 

            (iii) violate any foreign or domestic federal, state, or local law or regulation, 

            (iv) encourage conduct that would violate any foreign or domestic federal, state, or local law or regulation or that would violate any conduct prohibited by this Agreement, 

            (v) contain any material or contain a link to any material that is defamatory, libelous, harmful, threatening, abusive, harassing, vulgar, obscene, intimidating, profane, pornographic, hateful, racially, ethnically or sexually discriminatory, or otherwise objectionable in any way or that otherwise violates any right of another, 

            (vi) contain or link to any material that contains any software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or 

            (vii) contain or link to any material that is counterfeited, illegal, stolen or fraudulent; and 

        (c) Advertiser has the right and authority to enter into and perform its obligations under this Agreement.

    3.3 Payments. 

        (a) Setup Fee. MyKaroo shall deduct from the Deposit Account the one (1) time non-refundable amount described on the MyKaroo Site to to set up the Advertiser's Account for use as described in this Agreement.

        (b) Deposit Account / Deductions for Winning Bids. For each Side Window on which Advertiser is a winning bidder, MyKaroo shall deduct the winning per display bid amount each time the Advertisements are displayed in the Side Window. MyKaroo will advise Advertiser when the funds in its Deposit Account fall below a certain threshold so Advertiser may deposit addition funds to continue displaying its Advertisements. When there are insufficient funds in the Deposit Account to continue displaying the Advertisements at the winning bid rate, MyKaroo will cease displaying the Advertisements on each respective Side Window. All payments required hereunder shall be paid in immediately available U.S. funds. Once any bid has been won, it cannot be retracted and the amount of such won bid shall automatically become non-refundable.

    3.4 Taxes. As between the Parties, Advertiser shall be solely responsible for and shall pay all sales, use, service or other taxes, duties, or levies of any governmental entity (exclusive of taxes on MyKaroo's net income), including interest and penalties thereon, if any, relating to the Advertisements, regardless whether stated in any invoice to Advertiser.

4. MyKaroo's Rights. 

    4.1 Review of Advertisements. MyKaroo does not control, nor is it responsible for, any posted Advertisements. MyKaroo shall, however, have the right (but not the obligation), in its sole and absolute discretion, to approve, screen, refuse to post, reject, or remove the form and content of any Advertisements that (a) fail to conform to the MyKaroo Specifications, as they may be modified from time to time (subject to a 30-day right to cure by Advertiser); or (b) actually or in MyKaroo's determination potentially violate any provision of this Agreement or any applicable law or potentially infringes the rights of any third party, including any Proprietary Rights. MyKaroo may exercise its rights under this provision without prior notice and without liability to Advertiser. MyKaroo may not, however, change the substantive content of any Advertisements without Advertiser's written permission. 

    4.2 Investigation. MyKaroo has the right, but not the obligation, to monitor the activity and content associated with the Advertisements and to investigate as it deems appropriate. MyKaroo may also investigate any reported violation of this Agreement or of any of MyKaroo's publicly available policies, or complaints and take any action it deems appropriate, including issuing warnings, suspending or terminating its provision of services or performance under this Agreement, and/or removal of any Advertisements. In addition to MyKaroo's foregoing investigation rights, Advertiser hereby expressly authorizes MyKaroo to cooperate with: (a) law enforcement authorities in the investigation of suspected criminal violations; and/or (b) system administrators at Internet service providers, network or computing facilities and/or any other third party in order to enforce this Agreement or comply with any applicable law.

5. Intellectual Property Rights.

    5.1 Side Windows & MyKaroo's Websites. Solely as between Advertiser and MyKaroo, and specifically excluding the Advertisements, MyKaroo owns all right, title, and interest in and to any and all content displayed on each and every Side Window, the mykaroo.com website, and any related or successor site(s) thereto operated directly or indirectly by MyKaroo (collectively, the "MyKaroo Pages"), including any and all Proprietary Rights, data, URLs, domain names, technology, software, codes, user interfaces, "look and feel," and in and to the Software, and any derivative works, modifications, and enhancements thereto (collectively, "MyKaroo's Content"). Advertiser acknowledges MyKaroo's exclusive rights in and to MyKaroo's Content, and Advertiser agrees that it will do nothing inconsistent with such rights. Nothing in this Section 5.1 shall be construed to assess any liability to MyKaroo in connection with MyKaroo's Content nor shall anything in this Section 5.1 be construed to mean that MyKaroo owns or possesses exclusive rights to any of MyKaroo's Content that is owned by any third party.

    5.2 The Advertisements. As between the Parties, Advertiser owns all right, title, and interest in and to Advertiser's Advertisements, including any and all Proprietary Rights, data, URLs, domain names, technology, software, codes, user interface, "look and feel," and trademarks displayed thereon, and any derivative works, modifications, and enhancements thereto. MyKaroo acknowledges Advertiser's exclusive rights in and to the Advertiser's Advertisements, and MyKaroo agrees that it will do nothing inconsistent with such rights. Nothing in this Section 5.2 shall be construed to assess any liability to Advertiser in connection with the Advertiser's Advertisements. 

        (a) License to MyKaroo. In connection with MyKaroo's performance of this Agreement, Advertiser grants to MyKaroo a limited, nonexclusive, worldwide license, to be exercised by MyKaroo using all technologies whether now known or hereafter devised, to: (i) copy, use, store, publicly display, publicly perform, distribute, revise for display (including resizing or cropping) as needed to exercise such license, and transmit the Advertisements; (ii) incorporate the hypertext reference links in the Advertisements; and (iii) display Advertiser's trade names, trademarks, and service marks on the MyKaroo Pages in connection with the Advertisements. The license granted herein permits MyKaroo to make backup copies of the Advertisements and make copies of the Advertisements in connection with mirroring the MyKaroo Pages.

        (b) Right to Use Advertiser's Name. In addition to the License granted in Section 5.2(a) hereof, MyKaroo shall have the right to use Advertiser's name and Advertisements to promote MyKaroo and the MyKaroo Software and services in all media and to use generic information concerning Click-Throughs for MyKaroo's own business purposes.

6. MyKaroo's Role. MyKaroo provides only a platform for parties to advertise their respective products and services. MyKaroo is not involved in any actual transaction(s) between such advertisers and their potential or actual customers. In no event shall MyKaroo be construed or deemed to be the agent of Advertiser, nor any third party advertiser, actual customer, potential customer, or any other third party in connection therewith. 

7. Notices. Any notice to Advertiser shall be sent by MyKaroo to the email address entered by Advertiser for its MyKaroo advertising account and such notice shall be deemed when sent. Advertiser may at any time change its email address by updating its MyKaroo advertising account. Any notice from Advertiser to MyKaroo shall be sent to advertisingnotice@mykaroo.com.

8. Indemnification. 

    8.1 By Advertiser. Advertiser shall defend, indemnify and hold harmless MyKaroo and its affiliates, subsidiaries, successors and assigns (and their respective shareholders, employees, directors, officers, agents, service providers, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees, expert witness fees, and court costs) arising out of any Claim (as defined herein) that arises out of or relates to: (a) any actual or alleged breach of any Advertiser representation, warranty, or obligation set forth in this Agreement, including any allegation that the Advertisements infringe any third party's Proprietary Rights or misappropriates a third party's trade secret, name, likeness or identity; (b) any negligence or willful misconduct of Advertiser; (c) any allegation that the Advertisements are or cause a violation of law or constitute false advertising or unfair competition under the law of any jurisdiction; (d) any sale or license of Advertiser's goods or services to a third person from or relating to the MyKaroo Pages or the Advertisements; or (e) Advertiser's own website or other sales channels, the products or services Advertiser sells, any content Advertiser provides, the Advertisements, offer, sale or return of any products Advertiser sells, any actual or alleged infringement of any Proprietary Rights by any product Advertiser sells or content or service Advertiser provides. For purposes hereof and of Section 8.2: "Claim" means any third party claim, action, audit, investigation, inquiry, demand, dispute, other proceeding instituted by a person or entity, or any other liability, including reasonable attorneys' fees.

    8.2 By MyKaroo. MyKaroo agrees to indemnify, hold harmless, and defend Advertiser, and its directors, officers, employees and agents from and against any Claim arising from or relating to any gross negligence or willful misconduct of MyKaroo.

9. DISCLAIMER; NO WARRANTIES. MYKAROO'S PROVISION OF SERVICES AND PERFORMANCE IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH ALL FAULTS. MYKAROO, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, TECHNICAL SUPPORT/MAINTENANCE PROVIDERS, DISTRIBUTORS, LICENSORS AND SUBLICENSEES (SINGULARLY AND COLLECTIVELY, THE "MYKAROO ENTITIES") MAKE AND ADVERTISER RECEIVES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH ADVERTISER (OR OTHERWISE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MYKAROO ENTITIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT, ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR THAT OPERATION OF THE MYKAROO PAGES OR MYKAROO'S SERVICES WILL ALWAYS BE ACCESSIBLE, UNINTERRUPTED, TIMELY, OR ERROR FREE. DOES NOT WARRANT THAT THE SOFTWARE, ANY MYKAROO PAGES, OR THE SERVICES WILL BE FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER PROGRAM LIMITATIONS. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE ADVERTISINGS SERVICES REMAINS WITH ADVERTISER AND ADVERTISER ASSUMES THE ENTIRE COST OF ALL NECESSARY REPAIR OR CORRECTION OF PROBLEMS RELATING TO THE ADVERTISEMENTS. MYKAROO DOES NOT WARRANT ANY RESULTS THAT MAY BE OBTAINED BY USING ITS SERVICES OR PLACING ADVERTISEMENTS USING THOSE SERVICES.

10. LIMITATION OF LIABILITY. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL THE MYKAROO ENTITIES BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION, OF ADVERTISER OR ANY THIRD PARTY. IN NO EVENT SHALL THE MYKAROO ENTITIES BE LIABLE UNDER THIS AGREEMENT TO ADVERTISER NOR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR OTHER DATA, COST OF COVER, OR ANY OTHER PECUNIARY LOSS) WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF MYKAROO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF THE MYKAROO ENTITIES FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO MYKAROO FROM ADVERTISER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH MYKAROO IS NOTIFIED HEREUNDER OF ANY CLAIM. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD, LABOR CONDITIONS, AND POWER FAILURES.

11. Termination & Survival.

    11.1 Termination. If either Party breaches any curable material provision of this Agreement the non-defaulting Party may give written notice to the defaulting Party that if the default is not cured within thirty (30) calendar days (the "Cure Period"), the Agreement will be terminated. If the non-defaulting Party gives such notice and the default is not cured during the Cure Period, then the Agreement shall automatically terminate at the end of the Cure Period. Non-curable events shall include, without limitation, any breach that MyKaroo determines, in its sole and absolute discretion, infringes any of its Proprietary Rights.

    11.2 Survival. If this Agreement is terminated, Advertiser shall pay MyKaroo for all non-refundable payments described in this Agreement. Additionally, the provisions of Sections 1, 3.2 (including all subsections), 3.3 (including all subsections), 3.4, 4 (including all subsections), 5.1, 5.2 (not including subsections), 6, 7, 8 (including all subsections), 9, 10, , 11.2, and 12 (including all subsections) shall survive the termination or expiration of this Agreement for any reason whatsoever.

12. General Provisions. 

    12.1 Independent Contractors. The Parties are and shall be independent contractors to each other Party in the performance of their obligations pursuant to this Agreement. Neither Party will be entitled to, or will attempt to, create or assume any obligation, express or implied, on behalf of the other Party. This Agreement will not be interpreted or construed to create an association, joint venture, partnership, or franchise between the Parties or to impose any partnership obligation or similar liability arising therefrom upon either Party. 

    12.2 Assignment. This Agreement and the respective rights and obligations arising out of this Agreement shall not be assigned or transferred by Advertiser, or by any third party under any circumstances, including by court order, operation of law, statute, regulation, ordinance, or otherwise, without MyKaroo's prior express written consent. Subject to the foregoing restrictions on assignment, this Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties and their respective successors and assigns.

    12.3 Governing Law; Jurisdiction. This Agreement shall be exclusively interpreted, construed and enforced in all respects in accordance with the laws of the State of California (U.S.A.) without reference to its choice of law rules. Advertiser and MyKaroo agree that venue for any and all disputes hereunder, or action on any obligation hereunder, will be exclusively brought in an appropriate state court in Alameda County, California or in the United States District Court for the Northern District of California in San Francisco, California (U.S.A.), and Advertiser and MyKaroo irrevocably consent to the jurisdiction of such courts for any dispute hereunder or action on any obligation hereunder. Advertiser hereby expressly and specifically waives any objection it may have, pursuant to the Eleventh Amendment to the United States Constitution or otherwise, to the jurisdiction of and any award that could be granted by, the United States Federal Courts.

    12.4 Severability; Waiver. If any term of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that term shall be severed from this Agreement and the remaining terms shall continue in full force. No delay, omission, or failure by any Party to exercise any right or remedy provided to it in this Agreement shall be deemed to be any waiver or acquiescence by that Party, who may exercise such right or remedy in the manner it deems expedient. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any such written waiver does not waive the Party's right to act with respect to any subsequent breach or breach by the other Party.

    12.5 Interpretation. This Agreement shall be construed within its fair meaning and in interpreting this Agreement no inference shall be drawn against the drafting party. As used in this Agreement, the term "including" shall be deemed to mean "including, but not limited to," the variable use of words in their singular and plural and gender-specific or gender-neutral forms shall not be construed as altering their substantive meaning or affecting this Agreement in any way. Each Party has been afforded the opportunity to seek the advice of legal counsel with regard to its rights and obligations pursuant to this Agreement and has either sought or refused the advice of such counsel. The Parties and their respective counsel have negotiated this Agreement. All payments made or required pursuant to this Agreement shall be in United States Dollars, unless the Parties otherwise agree in writing.

    12.6 No Third Party Beneficiary. This Agreement specifically is intended not to constitute a third party beneficiary contract and therefore shall not be construed to be for the benefit of any person or entity not a Party hereto, and no such person or entity shall have any claim or right of action under this Agreement.

    12.7 Entire Agreement. This Agreement sets forth the Parties' entire agreement and understanding relating to its subject matter and merges and supersedes all prior agreements, writings, commitments, discussions and understandings between them. The Agreement's terms are contractual and not mere recitals. No amendment or modification may be made to this Agreement unless it is in writing and signed by each Party. If any provision of this Agreement conflicts with any provision on the MyKaroo Site, this Agreement shall control.

ADVERTISER HEREBY ACKNOWLEDGES THAT ADVERTISER HAS READ THIS AGREEMENT, UNDERSTANDS IT, HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND CONTRACTUALLY BIND ADVERTISER. BY USING OR PREPARING TO USE MYKAROO'S ADVERTISING CAPABILITIES ADVERTISER ACCEPTS EACH PROVISION OF THIS AGREEMENT AND UNDERSTANDS THAT ADVERTISER IS ENTERING INTO A LEGALLY BINDING AGREEMENT.

[Revision 2.0, March 31 2008]