WEB SITE SPACE LICENSE AGREEMENT

WEB SITE SPACE LICENSE AND RELATED SERVICES AGREEMENT

THIS WEB SITE SPACE LICENSE AND RELATED SERVICES AGREEMENT, entered into this ______ day of ________________, 200__, by and between KOI MEDIA Ltd., an Alberta corporation with offices at PO Box 20061 RPO Beverly, Edmonton, Alberta, Canada T5W 5E6 ("KOI MEDIA Ltd.") and _________________________ (“YOU”), (collectively referred to herein as the “PARTIES”). For purposes of this agreement, "YOU", "YOUR" and grammatical variants thereof means You and any entity in which you have an ownership interest, or which has as an ownership interest in YOU and “KOI MEDIA”, “Us”, “We” and grammatical variances thereof means KOI MEDIA Ltd..

WHEREAS:

A. KOI MEDIA is a service provider of telecommunication services using wide area computer networks, including, without limitation, the Internet;

B. Under the terms and conditions set forth in this Agreement, KOI MEDIA desires to provide to YOU a nonexclusive and limited license for use of a part of the data storage and Internet transmission capacity of its equipment and to further provide to YOU related Internet services for the exclusive purpose of assisting YOUR legal transmission of lawful matter, comprising digital data, stored in WEB SITE SPACE, exclusively to willing adults accessing said equipment via the Internet, and YOU are desirous of obtaining the same from KOI MEDIA subject to all the conditions, warranties and representations set forth in this Agreement;

C. You have requested a non-exclusive and limited license to use up to _____________ megabytes of WEB SITE SPACE at ___________ kilobits per second of usage (the “AGREED QUANTITY”);

D. KOI MEDIA wishes to license other portions of the data storage and Internet transmission capacity of said equipment and other equipment to other persons and entities;

E. YOU wish to exclusively control and be responsible for the selection of the CONTENT of all matter stored in WEB SITE SPACE and the adults to whom said matter is transmitted therefrom by said equipment; and

F. KOI MEDIA does not wish to participate in the selection, control or monitoring of any matter comprising YOUR WEB SITE or the persons receiving said matter;

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, and other good and valuable consideration hereby acknowledged to be received, the PARTIES hereto agree as follows:

1/22. Summary Of Terms: Although the specific terms set forth below will prevail over any inconsistent term in this paragraph, this paragraph attempts to provide a brief "plain English" summary of some of the terms of this Agreement. This paragraph does not attempt to summarize all of the material terms of this Agreement, and because of its "plain English" approach may have some ambiguities. YOU should read all of the terms of this contract in full, because YOU hereby acknowledge that the following summary shall not be binding if one or more parts of this Agreement conflict or are contradictory with the Summary Of Terms set forth in this Paragraph 1.

(a) YOU shall get a single web site hosted on OUR server(s), at charges specified at the time of this agreement . YOUR WEB SITE may use a unique domain name registered with InterNIC or other bona fide domain name registry, and WE will not charge YOU extra for hosting YOUR site under YOUR domain name. WE shall have no control over charges that any domain name authority, such as InterNIC, may assess YOU for the registration of the domain name. YOU may not use a domain name which infringes the trademark rights or any other rights of any person or company.

(b) YOUR web site will have usage moderated using Bandwidth Management software to limit the total amount of network usage that site generates. WE provide YOU with a certain amount of bandwidth. YOU are responsible for moderating the usage of this bandwidth.

(c) YOU cannot use our equipment to store or disseminate anything through YOUR WEB SITE that would be illegal or harmful, so don’t even think of using pirated software or stolen intellectual property, such as photos, audio clips, or video clips which you do not have the legal right to use. The same applies to celebrity names, images or voices, or morphs of celebrities: you may not use OUR equipment to store or disseminate any such materials if you do not have the express permission of those individuals to use their names, images, voices or morphs of their images. YOU absolutely may not use obscene materials, child pornography or anything that even looks like it could be child pornography or anything which might be harmful to minors. YOU cannot use any sexual materials, like photographs, which do not comply with federal labeling and record-keeping laws (if YOU do not know what these are, YOU should ask a lawyer). YOU also cannot use anything which could be libelous, defamatory, hateful, humiliating or degrading, or anything which might confuse, deceive or defraud consumers. Of course, YOU can not use anything which might negatively affect the functioning of someone’s computer.

(d) WE will not select or edit any of the CONTENT YOU want to have on YOUR site. So please don’t ask US for OUR artistic assistance or OUR opinion. YOU, and YOU alone, will be solely responsible for the nature and content of what YOU choose to store on OUR equipment or disseminate through your WEB SITE using OUR equipment. YOU are obligated to reimburse US, and everybody else who is damaged, for any expenses or claims whatsoever that may result from YOUR use of OUR equipment and the CONTENT which you have chosen to store on OUR equipment and to disseminate through YOUR WEB SITE using our equipment.

(e) While WE will not police or monitor what materials YOU have chosen to have on YOUR site and which you disseminate through your WEB SITE, WE do expect that YOU will follow the rules YOU agree to in this Agreement and all later versions of it. Therefore, if WE reasonably believe that YOU have violated any parts of this Agreement, regardless of the reason, WE will have the right to immediately terminate YOUR use of OUR equipment and/or this Agreement without prior notice to YOU and without any liability of any kind by US. Furthermore, if in OUR sole discretion and judgment WE conclude that the material YOU have stored on OUR equipment and which you disseminate through your WEB SITE violates this Agreement or constitutes illegal material, WE reserve the right to remove and purge that material from OUR equipment and storage space on OUR equipment without any prior notice to YOU and without any liability of any kind by US. Consequently, WE suggest that YOU at all time retain a copy of any material which YOU have stored on OUR equipment.

(f) There are limitations and conditions associated with OUR hosting of YOUR WEB SITE. These limitations and conditions are set out in this Agreement. YOU will also be subject to any and all limitations and conditions set forth in subsequent modifications or new versions of this Agreement as well.

(g) Grounds for immediate termination of this Agreement without notice include, but are not limited to, the following:

(1) Providing incorrect contact information, including electronic and postal addresses, to US;

(2) WE believe or are informed that YOU are not over the age of majority;

(3) WE believe or are informed that YOU have violated any of the terms, conditions, warranties, or promises in this Agreement or any subsequent modification of it;

4) WE believe that YOUR WEB SITE has any materials which infringe the copyright rights, or any other intellectual property rights, of any person or entity;

(5) WE decide to end the whole program or just YOUR contract with US, which WE can do at any time with or without any particular reason.

(h) WE can change this Agreement in whole or in part at any time, even in a way that may be substantial and material, by simply notifying YOU of such changes by E-mail, on the Internet at a designated URL or by Canadian postal service. After such notification , YOU will have the option of discontinuing YOUR relationship with US or continuing the relationship under the new terms of the modified Agreement.

(i) WE will never owe YOU any money or other compensation in the event that YOU or anyone directly or indirectly related or associated with YOU suffer losses from OUR unintentional or negligent acts. For example, if OUR servers cease to function, neither YOU nor anyone associated with YOU will be able to recover any losses which may result. Similarly, WE will not owe YOU any money or other compensation if WE terminate YOUR’S or any other person’s contract with US, no matter how unexpected the termination or how long WE have been doing business under this Agreement.

(j) If YOU reasonably have a good faith belief that this Agreement must be modified to facilitate the specific functionality of YOUR WEB SITE, please E-mail admin@koimedia.com with details so that WE may evaluate YOUR request. Please be advised that WE will not assume any duty of nondisclosure or confidentiality regarding any such communication and do not guarantee a positive response, if any.

(k) You shall not use any of the equipment, services or bandwidth provided by US to YOU pursuant to this Agreement to engage in, either directly or indirectly, the sending, transmitting or disseminating of unsolicited e-mail to any third parties.

(l) You shall not use any of the equipment, storage or server space provided by US to YOU pursuant to this Agreement as a storage site for files callable from any other site or any remote server.

2/22. Definitions: For the purposes of this Agreement:

(a) "KOI MEDIA’s EQUIPMENT" shall mean computer and telecommunications devices, Internet access and/or transmission rights owned, operated, and/or maintained by KOI MEDIA and/or KOI MEDIA’s agents or assigns which function to provide an interactive linkage from data stored in storage device(s) connected to such computer equipment to the Internet and/or similar and/or related telecommunication systems.

(b) "KOI MEDIA," "US," "WE," "OUR" and grammatical variants thereof shall collectively refer to KOI MEDIA Ltd., and its assigns and successors in interest.

(d) "BANDWIDTH" shall refer to the rate of data transmission in bits per second using KOI MEDIA’s Equipment.

(e) "CONTENT" shall mean the downloadable files which are interpreted by a client web browser for display with or without plug-ins.

(f) "CUSTOMER SERVICE" shall refer to communication from US to YOU dealing with problems or questions relating to services provided by US to YOU

(g) "HIT" shall mean the downloading of a main HTML page with all component graphics and/or graphic file links.

(h) "LICENSING FEE" shall mean monies and other consideration YOU are obligated to pay to KOI MEDIA for the right to use WEB SITE SPACE and BANDWIDTH subject to the terms and conditions of this Agreement.

(i) "PARTIES" shall collectively refer to KOI MEDIA and YOU.

(j) "TECHNICAL SUPPORT" shall refer to communications from US to YOU dealing with problems or questions relating to technical matters involving software or services provided by US to YOU.

(k) "WEB SITE SPACE" shall mean a quantity of computer memory allocation, generally located on one or more computer storage devices and measured in units of megabytes (MBs) wherein data comprising YOUR WEB SITE is stored and is accessible by KOI MEDIA’s web server equipment.

(l) "YOU," "YOUR" and grammatical variants thereof shall mean you, the licensee of the license granted herein, and any other entity in which you have an ownership or other beneficial interest. "YOU" shall also include any other entity which has an ownership or other beneficial interest in you or any other entity in which you have an ownership or other beneficial interest.

(m) "YOUR WEB SITE" shall mean data transmittable via the Internet by KOI MEDIA which is stored in WEB SITE SPACE.

3/22. Description Of Licensed Rights And Other Services Provided By KOI MEDIA. Subject to and conditioned upon KOI MEDIA’s retained rights and all other terms and conditions set forth in this Agreement, KOI MEDIA shall provide YOU the following WEB SITE SPACE license and related specified services:

(a) KOI MEDIA shall provide to YOU, a non-exclusive and limited license to use approximately (but not more than) the AGREED QUANTITY of WEB SITE SPACE for YOUR non-exclusive use for the exclusive purpose of storing YOUR WEB SITE data and disseminating said data via the Internet through the use of KOI MEDIA’s EQUIPMENT for purposes consistent with this Agreement.

(b) KOI MEDIA, either directly or though its assignee or licensee, shall provide CUSTOMER SUPPORT relating to YOUR WEB SITE consisting of replying to customer questions or complaints regarding services provided by US to YOU relating to YOUR WEB SITE. KOI MEDIA is not obligated to provide any CUSTOMER SUPPORT except as specified in this Paragraph 3/22(b). Contact US to request additional CUSTOMER SUPPORT. Any and all requests for additional CUSTOMER SUPPORT may be refused by KOI MEDIA with or without reason. Any additional CUSTOMER SUPPORT which KOI MEDIA may subsequently agree to provide to YOU shall be at KOI MEDIA’s sole discretion and, once commenced, may be terminated at any time by KOI MEDIA with notice to YOU without any liability to KOI MEDIA. Notwithstanding the foregoing, KOI MEDIA at its sole discretion may at any time alter or cease providing the CUSTOMER SUPPORT which it has agreed to provide to YOU relating to YOUR WEB SITE pursuant to this Agreement without any liability to KOI MEDIA.

(c) KOI MEDIA, either directly or through its agents, assignee or licensee, shall provide TECHNICAL SUPPORT relating to YOUR WEB SITE consisting of replying to communications from and to end users dealing with problems or questions relating to technical matters involving software or services provided by US to YOU. While KOI MEDIA is not obligated to provide any TECHNICAL SUPPORT except as specified in this Paragraph 3/22(c), YOU may contact US to request additional TECHNICAL SUPPORT on a fee for service basis to be arranged between KOI MEDIA and YOU. Any and all requests for additional TECHNICAL SUPPORT may be refused by KOI MEDIA with or without reason. Any additional TECHNICAL SUPPORT which KOI MEDIA may subsequently agree to provide to YOU shall be at KOI MEDIA’s sole discretion and, once commenced, may be terminated at any time by KOI MEDIA with notice to YOU. Notwithstanding the foregoing, KOI MEDIA at its sole discretion may at any time alter or cease providing the TECHNICAL SUPPORT which it has agreed to provide to YOU relating to YOUR WEB SITE pursuant to this Agreement without any liability to KOI MEDIA. However, if KOI MEDIA decides to cease providing TECHNICAL SUPPORT, it shall first provide YOU with notice of its decision.

(d) All use of WEB SITE SPACE and provision of services to YOU by KOI MEDIA shall be subject to all terms and conditions set forth herein. YOU may not attempt to expand or alter these rights or KOI MEDIA’s services by entering into multiple agreements.

4/22. Licensing Fee: KOI MEDIA agrees to host YOUR WEB SITE in exchange for YOUR payment to KOI MEDIA of a monthly LICENSING FEE. For service in any given month, not later than the first of that month, YOU shall be charged by KOI MEDIA a LICENSING FEE agreed to by both parties at the time this Agreement is entered into.. YOU agree to pay to KOI MEDIA all fees due within 30 days of notification by E-mail. In the event that KOI MEDIA determines that the services of a collection agency are necessary or appropriate to collect amounts due under this paragraph, which determination shall be made in KOI MEDIA’s sole and unfettered discretion, any and all collection agency fees and other costs of collection shall be added to the amount due under this provision.

5/22. No Express Or Implied Agreement To Disseminate Materials Which Are Inconsistent With YOUR Warranties. Receipt by KOI MEDIA of data for storage in WEB SITE SPACE and/or transmission via KOI MEDIA’s EQUIPMENT which are inconsistent with YOUR Warranties set forth in paragraph 8/22 herein shall not constitute an agreement by KOI MEDIA to allow KOI MEDIA’s EQUIPMENT to be used to disseminate such information or data in whole or in part, by any means, or if once disseminated via the use of KOI MEDIA’s EQUIPMENT, to continue to disseminate such data.

6/22. No Warranties By KOI MEDIA. No warranty is made by KOI MEDIA regarding any information, services or products provided through or in connection with this Agreement, and KOI MEDIA hereby expressly disclaims any and all warranties, including without limitation: 1) any warranties as to the availability, quality, quantity, or content of services or goods provided to YOU hereunder; and 2) any warranties of merchantability or fitness for a particular purpose. The PARTIES hereby agree and acknowledge that no representations of any kind have been made to YOU regarding the potential volume of patronage of YOUR WEB SITE or any other person's or entity's web site or web page.

7/22. KOI MEDIA’s Limited Liability. KOI MEDIA shall not be liable to YOU, YOUR customers or any third party for any of the following:

(a) Any damages resulting from disseminating, failing to disseminate, or incorrectly or inaccurately disseminating any data, communication, advertisement, or other materials of any kind comprising in whole or in part YOUR use of WEB SITE SPACE or KOI MEDIA’s Equipment.

(b) Any loss(es) resulting from any negligent or unintentional act of KOI MEDIA, and YOU specifically agree that KOI MEDIA does not owe YOU any duty of care with regard to KOI MEDIA’s performance of its obligations under this Agreement. Without limiting the generality of , and in addition to, the foregoing, KOI MEDIA shall not be liable for any losses resulting from a failure of KOI MEDIA’s EQUIPMENT or the equipment of any third party, or because KOI MEDIA intentionally takes down some or all of its computer equipment or network, whether for maintenance or otherwise. It is YOUR duty to maintain primary storage of YOUR WEB SITE’s CONTENT on YOUR premises, and KOI MEDIA shall have no liability for the accidental or intentional destruction of any data stored on KOI MEDIA’s equipment, regardless of the cause.

(c) Any failure to perform its obligations under this Agreement because of acts of God, nature, any government agency(ies), war, civil disturbance, labour disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a utility provider or common carrier to provide communications capabilities, or any other cause beyond KOI MEDIA’s direct control, including but not limited to, the issuance of an injunction or seizure order by a court of competent jurisdiction prohibiting KOI MEDIA from carrying on its day-to-day operations as contemplated under this Agreement or an order by any regulatory, administrative, judicial or legislative body, which shall temporarily suspend or permanently terminate KOI MEDIA’s ability to provide YOU with the use of WEB SITE SPACE and/or KOI MEDIA’s Equipment pursuant to this AGREEMENT.

8/22. YOUR Additional Obligations And Warranties.

(a) YOU agree and warrant that all of YOUR use of WEB SITE SPACE and KOI MEDIA’s EQUIPMENT, and all sales and distributions, by any and all means, of any type(s) CONTENT including, but not limited to executable files (e.g., .EXE), digitized audio/visual files (e.g., MP3), or archived copies of copyrighted works (.ZIP); goods, including, but not limited to videotapes and CD-ROM products, and any type of services by YOU, which are advertised and/or promoted by, or are in any other way directly or indirectly associated with YOUR use of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT, shall at all times comply with all laws, including, but not limited to, all federal, state, provincial and local laws throughout the United States of America and Canada.

(b) YOU agree and warrant that YOU will neither store on nor allow to be transmitted by KOI MEDIA’s EQUIPMENT any data or other matter which constitutes child pornography or which involves depictions of nudity or sexuality by anyone under the age of 18 years, by anyone who looks younger than 18 years of age, regardless of their actual age, or by a performer who is portrayed as or made to appear as under the age of 18 years of age by virtue of the advertising, script, make-up, demeanor, costuming, setting, or otherwise.

(c) YOU agree and warrant that all data, visual materials, advertising and other matter YOU store on or allow to be transmitted by KOI MEDIA’s EQUIPMENT consists only of material that can be legally disseminated on the internet pursuant to the federal, state or provincial and local laws of the United States of America and Canada, that they shall be solely for entertainment and/or educational purposes and that YOU shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall only be transmitted to willing adults and only to places in which such materials comply with the law and local community standards.

(d) Without limiting the generality of the foregoing, YOU agree and warrant that all data, visual materials, advertising and other matter YOU store on or allow to be transmitted by KOI MEDIA’s EQUIPMENT shall not violate any federal, state, or provincial or local laws concerning obscenity and shall not contain any depictions of urination or other excretory functions, bestiality, "fisting" (all five fingers or knuckles penetrating), incest, rape, sexual assault, actual physical violence, torture or disfigurement.

(e) YOU agree that YOU shall install and maintain appropriate and effective screening devices and/or procedures on YOUR WEB SITE to avoid access to, or communication of, any harmful matter or indecent communications to minors.

(f) The parties hereto agree that KOI MEDIA’s agent for receipt of any claim of alleged infringement of copyright, or any other intellectual property rights of any kind shall be Witten LLP, Barristers and Solicitors, whose address is 2500, 10303 Jasper Avenue, Edmonton, Alberta, Canada T5J 3N6

(g) Without limiting the generality of the foregoing, YOU affirmatively represent, agree and warrant that YOU have and at all times shall have all necessary intellectual property rights, including, but not limited to, all copyrights, trademark and service mark rights and rights of publicity, both in Canada and the United States and throughout the world, to reproduce and disseminate, via the Internet, all data which YOU store in WEB SITE SPACE or which YOU otherwise promote, advertise, disseminate and/or distribute to anyone by YOUR direct or indirect use of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT, including without limitation all advertising and promotional materials, prior to the time such materials are promoted, advertised, disseminated or distributed through any direct or indirect use of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT.

(h) YOU agree and warrant that no data or other matter YOU store on or allow to be transmitted by KOI MEDIA’s EQUIPMENT shall constitute or contain material which is libelous, slanderous, defamatory, or which will violate or infringe upon or will otherwise give rise to any adverse claim with respect to any common law or other right of any person or other entity, including, without limitation, publicity or privacy rights, moral rights and all other personal and proprietary rights.

(i) YOU agree and warrant that no data or other matter YOU store on or allow to be transmitted by KOI MEDIA’s EQUIPMENT shall contain any material which is harmful, violent, threatening, abusive or hateful.

(j) YOU agree and warrant that any and all material(s) of every kind which YOU store in WEB SITE SPACE or transmit using KOI MEDIA’s EQUIPMENT shall at all times be free from any and all damaging software defects, including, but not limited to, software "viruses," "worms," "Trojan Horses," and other source code anomalies, which may cause software or hardware disruption or failure, reduced computer operating speed, or compromise any security system.

(k) YOU agree and warrant that YOU shall not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting or any other form of "spamming" as a means of promoting YOUR WEB SITE, or for any other purpose, directly or indirectly affiliated or related to YOUR WEB SITE.

(l) YOU agree and warrant that YOU shall not engage in any false, deceptive or fraudulent activities in association with YOUR WEB SITE or use of WEB SITE SPACE or of KOI MEDIA’s EQUIPMENT.

(n) YOU shall at all times use WEB SITE SPACE exclusively as a conventional web site. All use of WEB SITE SPACE and KOI MEDIA’s EQUIPMENT shall at all times be in a manner consistent with this Agreement.

(q) YOU agree and warrant that all applicable taxes have been paid or will be paid in full by YOU when due regarding all businesses and employees associated with YOUR use of WEB SITE SPACE and that no taxing authorities shall have any claim against KOI MEDIA or any persons affiliated therewith for the payment of such taxes.

(r) YOU hereby represent and warrant that YOU are over eighteen (18) years of age (twenty-one (21) in places where eighteen years is not the age of majority) and are fully competent to enter in to this Agreement.

9/22. YOUR Indemnification Of KOI MEDIA. YOU agree that YOU shall fully indemnify KOI MEDIA and its successors and assigns, and its officers, directors, owners, managing agents, attorneys, shareholders, related entities, and their respective legal representatives, heirs, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, attorney's fees on a solicitor-client basis, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of YOU or YOUR agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement, including, but not limited to, YOUR warranties set forth in paragraph 10. YOU further agree to indemnify and hold harmless KOI MEDIA and its successors and assigns, and its officers, directors, owners, managing agents, attorneys, shareholders, related entities, and their respective heirs, legal representatives, and assigns, from and against any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, attorneys' fees on a solicitor-client basis, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of YOU or YOUR agents in connection with the performance of this Agreement.

10/22. No Joint Venture or Partnership Created. Nothing in this Agreement is intended by the PARTIES to create or constitute a joint or collaborative venture or partnership of any kind between KOI MEDIA and YOU, nor shall anything in this Agreement be construed as constituting or creating any such joint or collaborative venture or partnership between KOI MEDIA and YOU. KOI MEDIA shall have no control nor ownership interest of any kind in YOUR business. KOI MEDIA shall have no direct financial or other interest in, nor in any way "own" any online "store" or other online venture pertaining to YOUR use of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT. KOI MEDIA’s relationship to YOU shall be restricted to matters pertaining to the licensing of the use of WEB SITE SPACE as set forth herein exclusively.

11/22. KOI MEDIA Has Made No Representations Regarding Success, Markets Or Profitability. YOU hereby confirm that YOU have unilaterally decided to enter the online and/or web site service business and that these are high risk businesses. YOU further confirm, understand, acknowledge and expressly agree that neither KOI MEDIA, any agent or representative of KOI MEDIA, nor any other person is currently representing or otherwise directly or indirectly communicating in any manner herein or otherwise, nor has at any time in the past represented to YOU or has otherwise directly or indirectly communicated in any manner to YOU, any guarantee, reassurance or any other communication of any kind regarding:

(a) the potential profitability or likelihood of success of YOUR endeavors through the use of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT as set forth herein or otherwise;

(b) the possibility or likelihood that use of any products and/or services provided by KOI MEDIA pursuant to this Agreement can or will result in the recoupment of any funds expended by YOU for any purpose; or

(c) the existence, nonexistence, size or any other characteristics of any market for any products or services which involve YOUR use, in any manner, of WEB SITE SPACE or KOI MEDIA’s EQUIPMENT pursuant to this Agreement.

YOU expressly acknowledge and agree that the success of any business endeavors which involve YOUR use, in any manner, of WEB SITE SPACE and/or KOI MEDIA’s EQUIPMENT pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of its advertising and promotion and YOUR administrative capabilities, and that the ultimate success or failure of YOUR business rests with YOU and not KOI MEDIA. YOU further expressly agree not to raise any claim of any kind against KOI MEDIA and to hold KOI MEDIA harmless from any claim of financial investment loss to YOU directly or indirectly resulting from YOUR decision to use WEB SITE SPACE and/or KOI MEDIA’s EQUIPMENT pursuant to this Agreement.

12/22. Services Rendered On A Non-Exclusive Basis. Any and all services which are or may be provided to YOU by KOI MEDIA pursuant to this Agreement, including the licensing of rights herein, are not exclusive and nothing in this Agreement shall limit or restrict KOI MEDIA from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of YOU. Nothing in this Agreement shall limit or restrict KOI MEDIA from engaging in any activities similar to YOURS or in competition with YOU.

13/22. No Editorial Control By KOI MEDIA. KOI MEDIA and YOU hereby agree that, consistent with the strict policy of KOI MEDIA, and in reliance on YOUR express warranties regarding the substantive content of data, advertisements, communications, messages and other materials which YOU shall store in WEB SITE SPACE, and/or otherwise disseminate via the use of KOI MEDIA’s EQUIPMENT, KOI MEDIA shall not be responsible for editorial or other subjective control over the substantive content of such data, advertisements, communications, messages or other materials. KOI MEDIA shall not be responsible for monitoring of the substantive content comprising YOUR WEB SITE or WEB SITE SPACE.

14/22. Term and Termination. The term of this Agreement is at will, and may be terminated at any time and with immediate effect by either KOI MEDIA or YOU upon written notice or otherwise as provided herein. KOI MEDIA may terminate this Agreement and cease transmission of data associated with YOUR WEB SITE immediately and without notice if KOI MEDIA, in its sole discretion, deems that YOU have breached any part of this Agreement, including, without limitation, any warranty or obligation set forth in Paragraph 8/22 herein. YOU agree that in the event that KOI MEDIA reasonably believes that YOU have breached any provision(s) of paragraph 8/22 of this Agreement, or any of its subparts, by storing or allowing material which KOI MEDIA is informed by any party or believes to be in breach of the representations, warranties and agreements in the aforementioned paragraph 8/22, or any of its subparagraphs, to be transmitted by KOI MEDIA’s EQUIPMENT, that KOI MEDIA may in its sole discretion without any prior notice to YOU and without any liability to YOU or to any third party, and in addition to any other remedies which KOI MEDIA may have, erase or purge such materials from KOI MEDIA’s EQUIPMENT, and/or disable public access to the material on your WEB SITE, and/or cease hosting your WEB SITE.. YOU acknowledge and agree that KOI MEDIA or its agents, assignees or licensees may, upon termination of this Agreement for any reason, associate any data of any kind, in KOI MEDIA’s sole discretion, with the URL registered in association with YOUR WEB SITE, as long as KOI MEDIA or KOI MEDIA’s agent, assignee or licensee continues to be listed as the hosting entity with InterNIC or another domain name registry used to register YOUR WEB SITE’s domain name.

15/22. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this AGREEMENT shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision.

16/22. Non-enforcement Does Not Constitute Waiver. Failure of either of the PARTIES at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both KOI MEDIA and YOU.

17/22. Arbitration and Waiver of Jury Trial. Except with respect to enforcement by KOI MEDIA Ltd. of its right of indemnity under paragraph 9/22 hereof or collection by KOI MEDIA Ltd. of the LICENSING FEE, any and all disputes as to the interpretation of or any performance under this Agreement shall be determined by binding arbitration in Edmonton, Alberta or Calgary, Alberta (at the discretion of the party initiating the proceeding) in accordance with the rules of the Canadian Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry as a judgment in any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The jurisdiction of the arbitrator (or arbitrators) with respect to legal matters shall be limited only by the statutory and common law of the Province of Alberta and Canada. Nothing in this paragraph shall preclude either party from seeking and obtaining, prior to appointment of an arbitrator, any injunctive relief or other provisional remedy available in a court of law, including, specifically, KOI MEDIA’s right to prejudgment attachment.. Notwithstanding the foregoing, a party may bring suit in a court of law in the Province of Alberta, but only, in cases other than enforcement by KOI MediA Ltd. of its right of indemnity under paragraph 9/22 hereof or collection by KOI MEDIA Ltd. of the LICENSING FEE, if all parties initiating the proceeding collectively waive the right to recover any monetary judgment of less than $75,000 (such limitation being as to all parties initiating the proceeding combined, and not a separate limit as to each party initiating the proceeding), exclusive of interest and costs. In addition to the foregoing, both PARTIES hereby agree that as part of the consideration for this Agreement, they waive the right to a trial by jury for any dispute arising between them that is in any way related to the subject matter of this Agreement other than with respect to enforcement by KOI MEDIA Ltd. of its right of indemnity under paragraph 9/22 hereof, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived. Should any legal fees, costs, or other expenses be incurred by any party with regard to enforcement of this arbitration and jury waiver provision, the prevailing party with regard to enforcement of such arbitration and jury waiver provision shall be entitled to recover such legal fees, costs, or other expenses without regard to whether such party prevails in the underlying case.

18/22. Notices. All notices, payments, statements or other documents that any party to this Agreement is required to or elects to give to the other PARTIES will be in writing and will be delivered in one of the following ways: (a) by personal delivery; (b) by addressing the notice as indicated below and depositing the same by first class mail, postage prepaid, in the United States or Canadian mail; (c) by Federal Express; (d) by facsimile transmission; or (e) by E-mail. Each notice, statement or other document so delivered, except as this Agreement expressly provides otherwise, shall be conclusively deemed to have been given when delivered personally or by Federal Express, upon delivery, or when delivered by first class United States or Canadian mail, five business days after the date of mailing, or when delivered by facsimile transmission or e-mail, on the day following such facsimile transmission or e-mail transmission. Furthermore, this Agreement may be materially altered by KOI MEDIA by posting the new version of the Agreement at http://www.KOI MEDIA.com and if posted in this manner, such amendment shall be effective five business days after posting without providing notice pursuant to one of the foregoing mechanisms, or immediately upon providing notice pursuant to one of the foregoing mechanisms, whichever comes first.. In the event that KOI MEDIA does materially change the terms of this Agreement, YOU shall be bound by such changed terms unless YOU opt to terminate the Agreement within five days of receipt of notice of such change. However, notice by E-mail or facsimile to KOI MEDIA shall be deemed ineffective, null and void unless a copy of such notice is also sent by first class prepaid mail, and postmarked not less than five days subsequent to the giving of facsimile or E-mail notice.

19/22. Counterparts. This Agreement, and all documents and instruments pertaining to it, may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute the Agreement, provided that the Agreement shall not become effective until completely conforming counterparts have been signed and delivered by each of the PARTIES hereto.

20/22. No Assignment By YOU; Assignment By KOI MEDIA. This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by YOU without KOI MEDIA’s prior written consent. In particular, you may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon YOUR heirs, legal representatives, successors and assigns, if any. KOI MEDIA may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.

21/22. Choice of Law; Venue. This Agreement shall be construed in accordance with the laws of the Province of Alberta governing contracts executed and performed therein and the laws of Canada, and shall be binding upon and enure to the benefit of the PARTIES, their respective heirs, legal representatives, successors and assigns. The PARTIES agree that the Province of Alberta shall be the proper jurisdiction for the determination of any disputes arising from this Agreement, and the PARTIES consent to jurisdiction of the Courts of the Province of Alberta. Should any legal fees, costs, or other expenses be incurred by any PARTY in attempting to enforce this choice of venue, the prevailing PARTY with regard to enforcement of this choice of venue shall be entitled to recover such legal fees, costs, or other expenses without regard to whether such PARTY prevails in the underlying case.

22/22. Entire Agreement. This Agreement constitutes the entire agreement of the PARTIES with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussions, or representations, whether written or oral. No officer, employee or representative of KOI MEDIA or YOU has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and KOI MEDIA and YOU hereby acknowledge and agree that neither KOI MEDIA nor YOU have executed this Agreement in reliance upon any such representation or promise.

23/22. Modification By PARTIES. Except as otherwise provided herein no modification of this Agreement, in whole or in part, shall be enforceable unless reduced to writing and signed by duly authorized representatives of the PARTIES.

Last updated on January 17 / 2008

I have read and agree to the terms and conditions in this Agreement.

Client Name ____________________ Signature ___________________Date _______________

Delivery Address: ____________________________________________________________

E-mail Address: ____________________________________________________________

Facsimile Number: ____________________________________________________________