Advertising Terms and Conditions

1. We represent to you that we own and operate an Internet Site located at www.sgads.com (the "Advertising Site") which Advertising Site contains graphical and text-based descriptions of advertised sites along with a hypertext link to the advertised site. When the hypertext link is selected by the party accessing the site ("User"), the User is transported to the URL for the advertised site.

2. You agree to submit to us, on or before the 10th day after acceptance of this Letter Agreement, advertising materials to be used by us which shall meet our Uniform Advertising Specifications set forth and described in the Web Site.

3 . We have the right and option to approve, in our absolute discretion, the content of any advertising material that you submit to us if we find that it does not meet our Uniform Advertising Specification, if it is objectionable to us in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in our sole discretion. If we reject any adverting material that you submit to us, we will notify you. Even after we accept your advertising, we have the right to remove it if it does not function correctly or for any of the reasons described above. Our placing the advertising on our page does not signify our approval or waiver of the right to object to it in the future.

4. We have the right to terminate this Agreement if we remove or fail to approve any materials that you submit to us in which case any prepaid advertising fee shall be returned to you. You will not have any damages or other remedies, in law or in equity against us for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.

5. You may periodically make changes to your advertising material which we must also approve. You will provide us with all changed materials that you desire to integrate.

6. We do not guarantee any given amount of Impressions to your page as a result of our advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.

7 . We will use our reasonable efforts to make our Advertising Site available for display through the World Wide Web, twenty four hours per day, seven days per week. We are not responsible for periodic downtime for maintenance, backup, acts of God, power outages, and other circumstances beyond our control or which are a normal part of the Internet business.

8. We make no warranties that the advertising contained on our Web Site will be free from errors or defects or that the use of the hypertext link or access to our site will be uninterrupted. WE SPECIFICALLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL WE BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

9. We reserve onto our own discretion all decisions and matters concerning placement of your advertisement on pages of our Web Site, software solutions, hardware configurations and selection, system components, categories of advertising, search engine results and search parameters and other operational and administrative matters pertaining to the construction and operation of our Web Site.

10. In consideration of our advertising services, you agree to pay the advertising fees set forth on the Web Site.

11. We will each retain all proprietary rights in and to our respective web sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. We do not grant the other any rights in and to such proprietary material except that you hereby grant us a non-exclusive license to use the advertising material that you provide us, including your trademarks and copyrights, and the right to hyperlink to your site from our site during the term of this Agreement. Upon termination of this Agreement, we agree to remove the hyperlink and the advertising materials that you provided us from our Web Site within a reasonable time.

12. You represent and warrant to us that the advertising that you provide us is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. You also warrant and represent that you have the unrestrictive and exclusive right to use all such materials.

13. You will indemnify and hold us harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that you have made to us and otherwise arising directly or indirectly from the placement of your advertising materials on our Web Site and on our offline Adsheet Advertising.

14. We will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond our control.