1. Scope. This is an Agreement between Eyeroo Corporation (hereinafter, referred to as the “Publisher”,“us”, “we” and/or “our”), and the entity formally entering into this Agreement identified on and executing the signature block below (hereinafter referred to as the “Client” or “you”), to provide the following services (the “Services”): (1) TO CREATE AND DISPLAY FOR YOU THE Advertising Units identified on Schedule A attached hereto and made part hereof (the “Advertising Units”), (2) to display the Advertising Units on the Internet site known as YELLOWPAGESOFCANCER.com (“YPC”) and other Internet sites to which YPC Distributes (each, a “Distribution Site”) to be displayed as agreed by Publisher for the Initial Term specified on Schedule A, and thereafter for successive terms of one calendar month subject to our right to renew any arrangement we may have with YELLOWPAGESOF CANCER.com. Neither you nor we may terminate this agreement during the Initial Term unless so directed by YPC, however, you or we many terminate this agreement at any time during any successive term upon notice to or by us. Although you may not cancel during the Initial Term, if you choose to have your Advertising Units removed from any site and/or our Services discontinued prior to the end of a term, you must notify us in writing and payment is due through the end of the billing cycle within which your Advertising Units were displayed or Services at the expiration of the then-current successive term, you must notify us in writing and payment is due through the end of any term, we will not invoice you for the remainder of the term. If we choose to terminate Advertising Units and/or Services at the expiration of the then current successive term, billing will be suspended on the date the Advertising Unit is no longer published and billing will be adjusted accordingly.

2. Third Parties You represent and acknowledge that the Advertising Units requested are not intended for the benefit of any third party, including but not limited to, any shareholders, partners, owners, employees or agents. In the event that your Advertising Units are displayed, neither we, YPC nor any Distribution Site shall have any liability to any third party. However, YPC and each Distribution Site is an intended third-party beneficiary of certain of your obligations hereunder that relate to Advertising Units. YPC and/or the Distribution Site may independently enforce each obligation directly against you. You agree and consent that we may sublicense to YPC and each Distribution Site the nonexclusive, worldwide fully paid right to use, reproduce, display and publish the Advertising Units (and the contents, trademarks and brand features contained herein) on YPC and on each Distribution Site as contemplated by the this Agreement.

3. Rates and Payment. For each calendar month that your Advertising Units are displayed or other Services are rendered, we will automatically deduct the monthly service charge shown on Schedule A from a credit card designated by you. The credit card information is securely stored within the Authorize.net system and is subject to Authorize.net terms and conditions. Although it may be earlier, your Advertising Units will be displayed no later than thirty (30) days for initial feature enhancements (BOLD or EMAIL) and ninety (90) days for service level feature packages, after your request is accepted. Unless you or we terminate this Agreement at the end of the initial term, you will be invoiced for each subsequent term at our then prevailing rates for such Advertising Units and Services. The then-prevailing rates may be higher than the rates identified on Schedule A; in such case, we will notify you of such increase prior to the calendar month in which they shall become applicable. Payments are due on the Due Date specified on the bill. We may remove or (in the case of Advertising Units place on Distribution Sites) cause to be removed your Advertising Units and discontinued services if payment is not received by the Due Date. We may charge late payment fees, not to exceed the maximum amount permitted by law. You agree to pay any attorney’s fees and cost that our agents and we incur in collection any unpaid amount. We will not be responsible for any taxes that you owe in connection with, or as a result of, the Advertising Units or Services you have asked us to provide.

4. Standards. The transmission of any unsolicited commercial e-mail messages through our services is strictly prohibited. You understand and agree that neither a Distribution Site nor we generate the content upon a site where your Advertising Unit may be displayed and, as such, neither a Distribution site nor we are responsible for such other content. We maintain Internet publishing standards for advertising content that may change form time to time; they are available at www.yellowpagesofcancer.com. You must comply with both our standards as well as those of each Distribution Site in all respects, even when changed after the Advertising Units are first displayed and other Services are first provided. We or a Distribution Site may refuse, remove and/or terminate both Advertising Units and our Services due to any content that we or a Distribution Site deem for whatever reason (1) to be in violation of the then-applicable standards, (2) may subject us, a Distribution Site or another party to liability, or (3) is otherwise unacceptable in the site’s sole discretion. In the event this occurs, you will remain responsible for payment of all moneys to be invoiced for the then-current term and will not be entitled to any refund or abatement. Furthermore, you are making the following representations and both we and each Distribution Site are relying upon them: (1) that you are authorized to advertise and display the requested business, product or service; (2) that your requested content is truthful, (3) that you are in compliance with all laws and licensing requirements relating in any manner to the goods or services displayed, and (4) that you have the right to use and publish any requested name, address, trade name, trademark, service mark, picture, likeness, reproduction, endorsement, copyrighted or copyrightable item or other content and that such use complies with all applicable laws, license agreements and other obligations. You agree to notify us immediately in the event that any of these representations is no longer true and correct in all respects. You assume sole responsibility for the protection of any copyrights, trademarks, service markers and trade names owned wholly or partially by you or for which you are authorized to display. In the event we receive documentation demonstration that another person or entity contests your right to display a name, trademark, service mark or other content, we may reject or discontinue the Advertising Units and our Serives without liability to you until such time you have resolved that dispute with the other party to our satisfaction.

5. Design of Our Sites, Advertising Products and Interruption of Our Services. We and the Distribution Sites may redesign or modify the organization, structure and/or visual design of our respective Web sites, advertising products, and published set of headings and directories at any time and without notice; we may discontinue or add Distribution Sites at any time in our sole discretion. Although we assign each Advertising Unit an internally generated point value and/or seniority date, such assignment is internal to us and does not confer any rights to you. We may position your Advertising Unit on any page within the sites you requested, in any position upon such page, and in association with any classified heading we deem appropriate unless otherwise specifically noted in this Agreement.

DISCLAIMER OF WARRANTIES. NEITHER WE NOR ANY DISTRIBUTION SITE MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OR ANY KIND, WHETHER EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED REGARDING THE FUNCTIONALITY PERFORMANCE OR RESULTS (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITEL, NONINFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE) OF THE ADVERTISING UNTIS REQUESTED, THE SITE YOU REQUESTED, LINKED SITES AND/OR ANY SITE WE MAY CREATE FOR YOU AND/OR THE SERVICES. Neither any Distribution Sites nor we guarantee that these sites will be uninterrupted or will meet your requirements. Neither any Distribution Sites nor we will have any liability to you and you will remain responsible for all monies owned to us should there be an interruption in our services for less than seventy-two consecutive hours. In the event that such interruption is equal to or exceeds seventy two (72) consecutive hours, we may credit your invoice amount, on a pro-rata basis.

6. Breach and Assignment; Notices. In addition to the above, we may immediately terminate all Services should you breach any term applicable to this Agreement. Upon your termination, payment is due through the end of the billing cycle within which your Advertising Units were displayed; charges are not prorated. You may not resell, assign, transfer or delegate any of your rights, responsibilities, duties or obligations without our prior written consent; in the event we give such consent, such assignee must, without any reservation, assume all of your rights, responsibilities, duties, or obligations. Any attempt to resell, assign or transfer such rights shall result in immediate removal of the Advertising Unit without liability to us or any Distribution Site. We shall have the right to sell, assign, or transfer this obligation hereunder. All notices, demands and other communications between us regarding this Agreement must be in writing and will be be deemed to have been given (a) if mailed by certified mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received or (d) if sent by electronic mail and such message is confirmed as received, in each case using the addresses indicated on Schedule A.

7. Liability. You agree that, unless otherwise stated on Schedule A, you are only in privity of contract with us and not with a Distribution Site. Unless otherwise otherwise stated on the Schedule A, even if we or a Distribution Site are aware of the possibility of such damages to you, neither we nor any Distribution Site shall have any liability or responsibility whatsoever to you for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with the displayed Advertising Units and/or our Services, including without limitation, damages relating to loss of profit, loss of income or revenue, loss of goodwill, the rejection or removal of any advertising content, any delay in displaying or our failure to display content, or our failure to discretion, display of the Advertising Unit at a later date on the same or substitute site. In no event shall our liability for monetary damages exceed the amount you have actually paid to us for the Services that form the basis of liability.

Such liability is all-inclusive of all circumstances, including but not limited to , (1) failure to publish the Advertising Unit for any reason as identified on Schedule A, (2) no guarantee of a specified number of click impressions (3) our removal of an Advertising Unit and/or (4) termination of this Agreement. In no event shall we or any Distribution Site have liability for any failure or delay of our performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interrupted of no kind or work slowdown or any other condition beyond our control. You agree that this Agreement, its interpretation, its performance and its enforcement as it relates to us or any Distribution Site shall be governed by and contrived in accordance with the laws of the State of Nevada without effect to its principles of conflicts of law; you agree that any legal proceedings arising in any regards will be commenced in the courts of the City of Irvine, State of California and you hereby submit to the jurisdiction of same.

8. Indemnification. You agree to indemnify against, defend and hold us and any Distribution Site harmless from any damages, costs and expenses, including actual attorneys’ fees and costs, arising out of any breach or alleged breach of any or your representation set forth herein. You agree to indemnify against, defend and hold us and any Distribution Site harmless from any and all alleged or actual claims, actions, liabilities, losses, expenses, damages and cost (including without limitation, actual attorneys fees and costs) that may at any time be incurred by us or them arising out of, in any way caused by or otherwise connected with any Advertising Units and/or Services you request, including without limitation, any claims, suits or proceedings for defamation or libel, violation of rights or privacy or publicity, criminal investigations, infringement or intellectual property, false or deceptive advertising or sales practices and any virus, contaminating or destructive features.

9. Telephone Conversations. All telephone conversations between you and us may be recorded and you hereby consent to such monitoring and recordation.

Entire Agreement. This Agreement FOR INTERNET ADVERTISING (as well as any others identified on Schedule A) constitute the entire agreement between the parties. This document replaces and supersedes (and you should not rely upon) any prior oral or written representation or agreements. This document may not be modified except by writing signed by you and us. Unless specified on Schedule A, neither any Distribution Site nor we make nay guarantees with respect to usage statistics or levels of click or impressions for any Advertising Unit. You acknowledge that usage statistics (including your or from any third party) shall be accepted by us or have any applicability to the Advertising Unit. You agree to make no disclosure regarding either the existence or content of this document without our prior written approval.