Gay Ad Network Program Member Agreement

APPLY TO JOIN: I ACCEPT THESE TERMS

This Gay Ad Network Program Member Agreement (this “Agreement”) is entered into by applying and being accepted to join the Gay Ad Network (the “Effective Date”) by and between user (“you”) and Family Powered Networks LLC, a Florida limited liability company (“we” or “Family Powered Networks”).

1. Overview. As further described in this Agreement, through its Gay Ad Network Program (“Program”) Family Powered Networks may (i) provide you with advertisements to place on your Web Site or Blog and shall share with you revenues generated by any advertisements and (ii) feature links on its website located at GayAdNetwork.com to link back to your Web Site or Blog. Family Powered Networks shall have the right to discontinue the Program at any time without further liability.

2. Web Site or Blog You represent and warrant that you write, maintain, produce, operate or represent the Web Site or Blog and have the authority to enter into this Agreement, including the right to grant Family Powered Networks permission to (i) place advertisements on your Web Site or Blog and (ii) link to your Web Site or Blog.

3. Advertising. Family Powered Networks and its assigned sales agents shall have the right, but not the obligation, to place advertisements on your web site or blog (“Gay-Ad-Network-Provided Advertisements”). The Gay-Ad-Network-Provided Advertisements may be provided to Family Powered Networks by advertising sales agents or advertising distributors (“Ad Suppliers”). Family Powered Networks shall deliver the Gay-Ad-Network-Provided Advertisements to you and you shall display the Advertisements on your web site or blog as otherwise agreed to by you and by Family Powered Networks. Nothing herein shall require Family Powered Networks to provide you with any Gay-Ad-Network-Provided Advertisements and we make no guarantee regarding the amount of any payment to be made to you in connection with the Gay-Ad-Network-Provided Advertisements under this Agreement.

4. Responsibility for the Web Site or Blog. As between you and Family Powered Networks, you will be solely responsible for the maintenance and operation of your Web Site or Blog and for all materials that appear on the Web Site or Blog, including, but not limited to, the following: (i) the technical operation of the Web Site or Blog and all related equipment (and all costs associated therewith) (ii) the accuracy and appropriateness of materials posted on the Web Site or Blog; (iii) ensuring that materials posted the Web Site or Blog do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) ensuring that your Web Site or Blog accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; (v) properly installing advertising tags generated by the Adify system and properly placing promotional text or images on your Web Site or Blog pages to direct advertisers to your Gay Ad Network storefront, (vi) ensuring that the following material will not be included on the Web Site or Blog: (a) pornographic or other unacceptable adult-themed material including adult photos, tobacco-related or alcohol-related material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries, or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, Family Powered Networks; (d) content that is inconsistent with Family Powered Network's public image, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party.

5. Quality Control. While Family Powered Networks does not intend, and does not undertake, to monitor all of the content on your Web Site or Blog, if we at any time during the Term (i) become aware of a breach or inaccuracy of any representation or warranty of you or (ii) determine, in our sole discretion, that any content contained on your Web Site or Blog is unacceptable, you agree that Family Powered Networks shall have the right to (a) remove any link from the Gay Ad Network Website to the your Web Site or Blog immediately and without notice to you; and/or (b) request immediate removal of any content on your Web Site or Blog and you shall comply with such request, in each case in the event that Family Powered Networks determines, in its sole discretion, that the Web Site or Blog adversely affects Family Powered Networks and our Gay Ad Network.

6. Revenue Share. On behalf of Family Powered Networks, Adify shall make monthly revenue share payments (“Revenue Share Payments”) to you based on fifty percent (50%) of the CPM or sponsorship revenue collected for the Gay-Ad-Network-Provided Advertisements displayed on your Web Site or Blog as reported by the Adify Ad Server.

7. Information Rights. You shall make available to Family Powered Networks aggregate usage data regarding the Web Site or Blog as reasonably requested by Family Powered Networks. We may retain and use for its own purposes all information you provide to Family Powered Networks in connection with the Gay Ad Network. You agree that Family Powered Networks may transfer and disclose to third parties (including Ad Suppliers, Sales Agents and potential Ad Suppliers and Family Powered Network's business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting Gay-Ad Network-Provided Advertisements. Family Powered Networks disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.

8. License. For the purposes of this agreement, you hereby grant to Family Powered Networks a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit your Web Site or Blog content and your Web Site or Blog marketing materials in order to place advertisements and perform the activities described in this agreement; (ii) to link to the Web Site or Blog from the Gay Ad Network Website; and (iii) to copy and otherwise use portions of your Web Site or Blog in order to drive traffic to your Web Site or Blog and for other promotional purposes. For the purposes of this agreement, Family Powered Networks hereby grants to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the Gay-Ad-Network-Provided Advertisements solely for the purposes of placing such Gay-Ad-Network-Provided Advertisements on the Web Site or Blog in accordance with this Agreement and (b) to link to the GayAdNetwork.com Website from the Web Site or Blog as determined by Family Powered Networks from time to time.

9. Representations and Warranties. You represent and warrant that (i) the content of your Web Site or Blog is and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Web Site or Blog will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of your blog including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) your Web Site or Blog will not violate any federal, state, or local law, rule, or regulation.

10. Confidentiality. During the term of this agreement and for a two (2) year period thereafter, you will not to disclose any confidential or proprietary information Family Powered Networks provides to you or you otherwise obtain about our business or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all Family Powered Networks software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (ii) click-through rates or other statistics relating to your Web Site or Blog performance in the Program.

11. Indemnity. You agree to indemnify, defend, and hold harmless Family Powered Networks, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., Gay-Ad-Network-Provided Advertisement advertisers, Advertising Suppliers, Advertising Distributors and Advertising Sales Agents) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Program, and/or your breach of any of the terms of this Agreement.

12. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

13. Disclaimer of Warranties. FAMILY POWERED NETWORKS LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE FAMILY POWERED NETWORKS AND GAY AD NETWORK CONTENT, AND THE FAMILY POWERED NETWORKS AND GAY AD NETWORK WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT FAMILY POWERED NETWORKS IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE GAY-AD-NETWORK-PROVIDED ADVERTISEMENTS OR THAT YOU WILL BE ENTITLED TO RECEIVE ANY REVENUE SHARE PAYMENTS.

14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between Family Powered Networks and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that Family Powered Networks or our Ad Suppliers support, sponsor, or endorse any content of your Web Site or Blog or the Gay-Ad-Network-Provided Advertisements).

15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL FAMILY POWERED NETWORKS, and their officers, directors, members, agents, investors. employees and applicable third parties (e.g., Gay-Ad-Network-Provided Advertisement Advertisers, Advertising Sales Agents, Advertising Distributors, or Advertising Suppliers) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF FAMILY POWERED NETWORKS HAS BEEN ADVICED OF THE POSSIBILITY OF SUCH DAMAGES. FAMILY POWERED NETWORKS'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY FAMILY POWERED NETWORKS TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

16. Term of the Agreement. The term of this Agreement will begin upon our written notification that your Web Site or Blog has been accepted to participate in the Program and shall continue for a period of two years. During this term, you will not make ad inventory available on other gay-oriented ad networks or other ad networks that are enabled with the Adify technology platform. Notwithstanding the foregoing, either you or Family Powered Networks may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web Site or Blog, all references to your participation in the Program, all Gay-Ad Network-Provided Advertisements, and all other materials provided by or on behalf of Family Powered Networks to you pursuant hereto or in connection with the Program. Removing the Gay Ad Network advertising tags from your Web Site or Blog automatically terminates this agreement. Family Powered Networks reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.

17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.

APPLY TO JOIN: I ACCEPT THESE TERMS