Terms & Conditions for Use of SPOTLIGHTPAGES.COM

   YOUR ACCEPTANCE OF THIS AGREEMENT: This is an agreement between you ("you" or "your")
   and SPOTLIGHTPAGES.COM ("SPOTLIGHTPAGES.COM," , "Spotlight Pages", "CPU," "SLP" "we," or "our")
   that governs your use of the SPOTLIGHTPAGES.COM Web site ("Site" or "Web site")." When you access
   or use the Site in any way you agree to be bound by these Terms and Conditions ("Terms").

   CHANGES: We may periodically change the Terms and the Site without notice, and you are responsible
   for checking these Terms periodically for revisions. All amended Terms become effective upon our posting
   to the Site, and any use of the site after such revisions have been posted signifies your consent to
   the changes.

   GENERAL RELEASE OF LIABILITY: By entering, "SPOTLIGHTPAGES.COM", indirectly, directly, voluntarily,
   involuntarily, from any third part directly, incirectoy voluntarily or involuntarily from any internet connection
   including but not limited to laptop(s), mobile phones, personal computers, public computers, pc's, game
   consoles and any other internet connecting devices, and using, surfing, searching, navigating, clicking,
   typing, or any activity of sort, you voluntarily releases all rights and liability to SLP for any lawsuit, damages,
   claims, losses, costs or expenses of any kind, including attorney’s fees which participant may incur as a
   result of any lawsuit and all loss or losses.

   HOLD HARMLESS: To exempt, absolve, hold harmless and indemnify the releases of and from any and all
   current or future responsibility, liability, duty of care, and/or claims arising out of any lawsuit, damages and
   all other losses while using SPOTLIGHTPAGES.COM, even if such lawsuit, damages and all other losses is
   the result of negligence on the part of any or all of the releases, or from any other cause, you hereby
   expressly agree to indemnify and hold harmless the releases from any lawsuit, damages, claims, losses,
   costsor expenses of any kind, including attorney’s fees which releases may incur as a result of any lawsuit,
   claim or demand made by you against releases for any of the activities contemplated herein, to include
   but not limited to any such lawsuit, claim or demand asserted against Releases.

   COVENANT NOT TO SUE: I hereby covenant not to sue and agree to never initiate, or be a party to
   any lawsuit, claim, demand, prosecution or action of law for any lawsuit, damages, claims, losses, costs
   or expenses of any kind, including attorney’s fees which releases may incur as a result of any lawsuit,
   relief, or compensation, which I may have by reason of loss, damage(s) or loss of any kind whatsoever
   relating to the negligence on the part of any or all of the releases arising out of my
   participation on SPOTLIGHTPAGES.COM.

   SCOPE. That this release shall be effective and fully binding upon my heirs, next of kin, executors,
   administrators, and assigns in the event of a lawsuit, damages, claims, losses, costs or expenses of any
   kind, including attorney’s fees which releases may incur as a result of any lawsuit, relief, or compensation,
   which I may have by reason of loss, damage(s) or loss of any kind whatsoever relating to the negligence
   on the part of any or all of the releases arising out of my participation on SPOTLIGHTPAGES.COM.

   SEVERABILITY: If a court of competent jurisdiction should decide that any part of this release is illegal,
   or unenforceable, or void as a matter of public policy or otherwise, such a determination shall not affect
   the validity, or enforceability of the remaining provisions. Specifically, to the extent that it may be
   determined by a court of competent jurisdiction that a complete release of any legal right referenced
   herein is illegal, unenforceable or void as a matter of public policy, then I hereby consent to a limitation
   of liability for lawsuit, damages, claims, losses, costs or expenses of any kind, including attorney’s fees
   which releases may incur as a result of any lawsuit, relief, or compensation, which I may have by reason
   of loss, damage(s) or loss of any kind whatsoever relating to the negligence on the part of any or all of
   the releases arising out of my participation on SPOTLIGHTPAGES.COM, to no more than $500,000.00,
   which damages must be specifically alleged and proved in a court of competent jurisdiction.

   CHOICE OF LAW: This release shall be governed by and construed under the laws of California. I agree
   that any legal action or proceeding relating to this release, or arising out of lawsuit, damages, claims,
   losses, costs or expenses of any kind, including attorney’s fees which releases may incur as a result of
   any lawsuit, relief, or compensation, which I may have by reason of loss, damage(s) or loss of any kind
   whatsoever relating to the negligence on the part of any or all of the releases arising out of my
   participation on SPOTLIGHTPAGES.COM as a result of my participation, shall be brought only in the
   District or Superior Court of Sacramento County, California or the Federal District Court in the Northern
   District of California.

   I have been given ample time to read this release, and I fully accepts its contents and conditions and
   agrees to them voluntarily. I am aware that I am waiving all legal rights which I or my heirs, next of kin,
   executors, administrators, and assigned may have against SLP.

   HOW YOU MAY USE OUR MATERIALS: We use a diverse range of information, text, photographs,
   designs, graphics, images, sound and video recordings, animation, actionscripting, javascripting and other
   materials and effects on the SPOTLIGHTPAGES.COM Web site. We provide the information, content
   or advertisements (which we collectively call the "Materials") on the SPOTLIGHTPAGES.COM site FOR
   YOUR PERSONAL, NON-COMMERCIAL USE ONLY. Accordingly, You may view, use, copy, and distribute
   the Materials found on SPOTLIGHTPAGES.COM Web sites for internal, noncommercial, informational
   purposes only. You are prohibited from data mining, scraping, crawling, or using any process or processes
   that send automated queries to the SPOTLIGHTPAGES.COM Web site. You may not use the
   SPOTLIGHTPAGES.COM Web sites to compile a collection of listings, including a competing listing product
   or service. You may not use the Site or any Materials for any unsolicited commercial e-mail. Except as
   authorized in this paragraph, you are not being granted a license under any copyright, trademark,
   patent or other intellectual property right in the Materials or the products, services, processes or
   technology described therein. All such rights are retained by SPOTLIGHTPAGES.COM, its subsidiaries,
   parent companies, and/or any third party owner of such rights.

   HOW YOU MAY USE OUR MARKS: The SPOTLIGHTPAGES.COM and SPOTLIGHTPAGES.COM company
   names and logos and all related products and service names, design marks and slogans are trademarks and
   service marks owned by and used under license from SPOTLIGHTPAGES.COM or its wholly-owned
   subsidiaries. All other trademarks and service marks herein are the property of their respective owners.
   All copies that you make of the Materials or this site must bear any copyright, trademark or other
   proprietary notice located on the site that pertains to the material being copied. You are not authorized
   to use any SPOTLIGHTPAGES.COM name or mark in any advertising, publicity or in any other commercial
   manner without the prior written consent of SPOTLIGHTPAGES.COM. Requests for authorization should
   be made to legalteam@spotlightpages.com.

   HOW WE MAY USE INFORMATION YOU PROVIDE TO US: Do not send us any confidential or proprietary
   information. Except for any personally identifiable information that we agree to keep confidential as
   provided in our Privacy Policy, any material, including, but not limited to any feedback, data, answers,
   questions, comments, suggestions, ideas or the like, which you send to us will be treated as being
   non-confidential and nonproprietary. We assume no obligation to protect confidential or proprietary
   information (other than personally identifiable information) from disclosure and will be free to reproduce,
   use, and distribute the information to others without restriction. We will also be free to use any ideas,
   concepts, know-how or techniques contained in information that you send us for any purpose
   whatsoever including but not limited to developing, manufacturing and marketing products and
   services incorporating such information.

   PRIVACY POLICY: Use of our Site is also subject to the Terms and Conditions of our Privacy Policy. Our
   Site is intended for use primarily by persons 18 years or older.

   NO ENDORSEMENTS MADE BY SPOTLIGHTPAGES.COM: We do not investigate, represent or endorse
   the accuracy, legality, legitimacy, validity or reliability of any product(s) and orservice(s), deals, coupons
   or other promotions ("Promotions") or Materials, including advice, ratings, and recommendations contained
   on, distributed through, or linked, downloaded or accessed from the SPOTLIGHTPAGES.COM Web sites. 
   References that we make to any names, marks, products or services of third parties or hypertext links
   to third party sites or information do not constitute or imply our endorsement, sponsorship or
   recommendation of the third party, of the quality of any product or service, advice, information or
   other materials displayed, purchased, or obtained by you as a result of an advertisement or any other
   information or offer in or in connection with the SPOTLIGHTPAGES.COM Web sites (the "Products").

   CONTENT DISCLAIMER: SPOTLIGHTPAGES.COM communicates information provided and created by
   advertisers, content partners, software developers, publishers, marketing agents, employees, users,
   resellers and other third parties. SPOTLIGHTPAGES.COM has no control over the accuracy of such
   information on our pages, and material on the SPOTLIGHTPAGES.COM Web site may include technical
   inaccuracies or typographical errors. We make no guarantees, nor can we be responsible for any such
   information, including its currency, content, quality, copyright compliance or legality, or any resulting loss
   or damage. All of the data on Products and Promotions including but not limited to, the prices and the
   availability of any product(s) and/or service(s) or any feature thereof, is subject to change without notice
   by the party providing the Product or Promotion. You should use discretion while browsing the Internet.
   SPOTLIGHTPAGES.COM reserves the right, in its sole discretion and without any obligation, to make
   improvements to, or correct any error or omissions in, any portion of the Sites. Where appropriate, we
   will endeavor to update information listed on the Web site on a timely basis, but shall not be liable for any
   inaccuracies. Links to external Internet sites are provided within the content on the Site as a convenience
   to users. The listing of an external site does not imply endorsement of the site by SPOTLIGHTPAGES.COM
   or its affiliates. SPOTLIGHTPAGES.COM does not make any representations regarding the availability and
   performance of its Web site or any of the Web sites to which we provide links. When you click on
   advertiser banners, sponsor links, or other external links from the Site, your browser automatically may
   direct you to a new browser window that is not hosted or controlled by SPOTLIGHTPAGES.COM.
   SPOTLIGHTPAGES.COM and its affiliates are not responsible for the content, functionality, or technological
   safety of these external sites. We reserve the right to disable links to or from third-party sites to our Site,
   although we are under no obligation to do so. This right to disable links includes links to or from advertisers,
   sponsors, and content partners that may use our Marks as part of a co-branding relationship. Some external
   links may produce information that some people find objectionable, inappropriate, or offensive. We are
   not responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material contained
   in any externally linked Web sites. We do not fully screen or investigate business listing Web sites before
   or after including them in directory listings that become part of the Materials on our Site, and we make
   no representation and assume no responsibility concerning the content that third parties submit to become
   listed in any of these directories. If your information is listed on SPOTLIGHTPAGES.COM by any form
   including a person (s), advertiser (s), content partner (s), software developer (s), publisher (s), marketing
   agent (s), employee (s), user (s), reseller (s) and other third parties, SPOTLIGHTPAGES.COM is not
   responsible for the content. If you feel your information should be removed, you may contact
   SPOTLIGHTPAGES.COM directly at 916-424-7370 or you can mail a letter of request to remove content
   on SPOTLIGHTPAGES.COM to SPOTLIGHTPAGES.COM, attention Online Publishing Department, P.O. BOX
   580417 Elk Grove, CA 95758. SPOTLIGHTPAGES.COM cannot be held legally responsible by any person (s),
   attorney (s), business (es), corporation (s), or any other type of organization for providing online end
   user (s) online content related to a person (s) name, business name (s), physical addresses, mailing
   address (es), local phone number (s), toll free phone number (s), cell phone number (s), fax number (s),
   email (s), website (s), link (s), map (s), yellow page ad (s), discount (s), coupon (s) or any other related
   content to a person(s) or business (es) on SPOTLIGHTPAGES.COM.

   WARRANTY DISCLAIMER: Any use of the SPOTLIGHTPAGES.COM Web site, reliance upon any Materials,
   and any use of the Internet generally shall be at your sole risk. SPOTLIGHTPAGES.COM disclaims any and
   all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or
   availability of information or material displayed in the SPOTLIGHTPAGES.COM results. THE SITE
   (INCLUDING MATERIALS AND INFORMATION THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE"
   WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT
   NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
   PURPOSE, OR NON-INFRINGEMENT. SPOTLIGHTPAGES.COM DISCLAIMS, TO THE FULLEST EXTENT
   PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS,
   ACCURACY AND PERFORMANCE OF THE SITE AND MATERIALS. SPOTLIGHTPAGES.COM DOES NOT
   WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE
   OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPOTLIGHTPAGES.COM DISCLAIMS ANY AND ALL
   WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING ANY WARRANTIES FOR ANY
   INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH
   ANY LINKS PROVIDED BY OR THROUGH THE SITE. SOME STATES OR OTHER JURISDICTIONS DO
   NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY
   TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION
   TO JURISDICTION.

   LIMITATION OF LIABILITY: IN NO EVENT SHALL SPOTLIGHTPAGES.COM BE LIABLE TO ANY USER
   ON ACCOUNT OF SUCH USER'S USE, MISUSE OR RELIANCE ON THE SITE FOR ANY DAMAGES
   WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL
   DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN
   WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE)
   OR OTHER THEORY, EVEN IF SPOTLIGHTPAGES.COM ARE AWARE OF OR HAVE BEEN ADVISED OF THE
   POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH THE USE (OR INABILITY TO
   USE) OR PERFORMANCE OF THE SITE, THE MATERIALS OR THE INTERNET GENERALLY, OR THE USE (OR
   INABILITY TO USE), RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED
   FROM ANY SITE. SPOTLIGHTPAGES.COM DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY
   FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT
   OR PROCESS DISCLOSED ON THE SITE OR OTHER MATERIAL ACCESSIBLE FROM THE SITE THE USER
   OF THIS SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET
   GENERALLY. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
   ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED UNDER
   APPLICABLE LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF
   CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL
   USERS; IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

   THIRD PARTY SITES: Your correspondence or business dealing with or participation in the sales
   promotions of advertisers or service providers found on or through the Site, including payment and
   delivery of related goods or services, and any other terms, conditions, and warranties or representations
   associated with such dealings, are solely between you and such advertisers or service providers. You assume
   all risks arising out of or resulting from your transaction of business over the Internet, and you agree that
   we are not responsible or liable for any loss or result of the presence of information about or links to such
   advertisers or service providers on the Site. You acknowledge and agree that we are not responsible or
   liable for the availability, accuracy, copyright compliance, legality, decency or any other aspect of the
   content, advertising, products, services, or other materials on or available from such sites or resources.
   You acknowledge and agree that your use of these linked    sites is subject to different terms of use
   than these Terms, and may be subject to different privacy practices than those set forth in the Privacy
   Policy governing the Site. We do not assume any responsibility for review or enforcement of any local
   licensing requirements that may be applicable to businesses listed on the Site.

   MONITORING OF MATERIALS TRANSMITTED BY YOU: Changes may be periodically incorporated into
   this Site. SPOTLIGHTPAGES.COM may make improvements and/or changes in the products, services
   and/or programs described in these Sites and the Materials at any time without notice. We are under no
   obligation to monitor the material residing on or transmitted to this Site. However, anyone using this
   Site agrees that SPOTLIGHTPAGES.COM may monitor the Site contents periodically to (1) comply with
   any necessary laws, regulations or other governmental requests; (2) to operate the Site properly or to
   protect itself and its users. SPOTLIGHTPAGES.COM reserves the right to modify, reject or eliminate any
   material residing on or transmitted to its Site that it, in its sole discretion, believes is unacceptable or
   in violation of the law or these Terms and Conditions.

   DELETIONS FROM SERVICE: SPOTLIGHTPAGES.COM will delete any materials at the request of the user
   who submitted the materials or at the request of an advertiser who has decided to "opt-out" of the
   addition of materials to its advertising, including, but not limited to ratings and reviews provided by third
   parties. SPOTLIGHTPAGES.COM reserves the right to delete (or to refuse to post to public forums) any
   materials it deems detrimental to the system or is, or in the opinion of SPOTLIGHTPAGES.COM, may be,
   defamatory, infringing or violate of applicable law. SPOTLIGHTPAGES.COM reserves the right to exclude
   Material from the Site. Materials submitted to SPOTLIGHTPAGES.COM for publication on the Site may be
   edited for length, clarity and/or consistency with SPOTLIGHTPAGES.COM Editorial Standards.

   INDEMNIFICATION: You agree to indemnify and hold us and (as applicable) our parent, subsidiaries,
   affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including
   reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms,
   your violation of any law, or your violation of the rights of a third party, including the infringement by
   you of any intellectual property or other right of any person or entity. These obligations will survive
   any termination of the Terms.

   INTELLECTUAL PROPERTY COMPLAINTS: We do not make it our responsibility to monitor the use of
   trademarks, copyrights or other rights of third parties. We may, however, in appropriate circumstances
   and at our discretion, remove, suspend, terminate access, or take other appropriate action against users,
   members or other third parties who infringe the copyright rights of others. Therefore, if you reasonably
   believe that any Materials on this Site contains unauthorized reproductions of your copyrighted work or
   trademarks, or links to sites containing unauthorized reproductions of your copyrighted work or trademarks,
   and you want us to take any action, then you must provide the following information to us (as required
   under the Digital Millennium Copyright Act (17 U.S.C. sec. 512)):

   A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive
   right that is allegedly infringed;

   Identification of the copyrighted work claimed to have been infringed;

   Identification of the material that is claimed to be infringing or to be the subject of infringing activity and
   that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit
   us to locate the material;

   Information reasonably sufficient to permit us to contact you, such as an address, telephone number and
   e-mail address;

   A statement that you have a good faith belief that the use of the material in the manner complained of is
   not authorized by the copyright owner, its agent or the law;

   A statement that the information in the notice is accurate, and under penalty of perjury, that you are
   authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please e-mail
   this information to legalteam@spotlightpages.com.

   MISCELLANEOUS: These Terms will be governed by and construed in accordance with the laws of the
   State of California, without giving effect to its conflict of laws provisions or your actual state or country of
   residence, and you agree to submit to personal jurisdiction in Sacramento County, California. You agree to
   exclude, in its entirety, the application to these Terms of the United Nations Convention on Contracts for
   the International Sale of Goods. You are responsible for compliance with applicable laws. If for any reason
   a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the
   remainder of the Terms will continue in full force and effect. These Terms constitute the entire agreement
   between us and supersedes and replaces all prior or contemporaneous understandings or agreements,
   written or oral, regarding the subject matter of these Terms. Any waiver of any provision of the Terms
   will be effective only if in writing and signed by you and SPOTLIGHTPAGES.COM. SPOTLIGHTPAGES.COM
   reserves the right to investigate complaints or reported violations of these Terms and to take any action
   we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to
   law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any
   information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses,
   usage history, posted materials, IP addresses and traffic information. SPOTLIGHTPAGES.COM reserves the
   right to seek all remedies available at law and in equity for violations of these Terms.

   Basic Advertising Practices, Procedures & Disclosures

   OUR RESPONSIBILITY: We will always provide advertising product(s) and/or service(s) to advertisers
   that are truthful and non-deceptive. We are fully prepared to substantiate any claims and/or offer(s)
   we make before we make any publication and/or broadcast and, upon request, we will present such
   substantiation promptly to our advertisers. We do not provide any advertising product(s) and/or
   service(s) and/or make any claim(s) that are untrue, misleading, deceptive, fraudulent, falsely
   disparaging of competitors, and/or insincere.

   CHARGING EXTRA:
   Whenever we mention an advertising price, if there should be any extra charge(s); any and all
   extra charge(s) will always be disclosed immediate in conjunction with the price(s) (e.g., larger
   ad, additional link features etc.).

   THE TERM FREE, MEANS FREE: The word "free" is used when we are offering unconditional gift(s).
   We will always disclose any condition(s) clearly and conspicuously together with the "free" offer(s).

   BAIT ADVERTISING AND SELLING: We do not bait sell under any circumstance. We do not offer
   any alluring and insincere offer to sell product(s) and/or service(s). We do not advertise any product(s)
   and/or service(s) unless it is a bona fide offer to sell the advertised product(s) and/or service(s).
   Our advertising does not create a false impression about our product(s) and/or service(s) being offered
   in order to lay the foundation for a later "switch" to other, more expensive product(s) and/or service(s),
   and/or product(s) of a lesser quality at the same price. We will not use nor permit the use of any of the
   following bait scheme practices:

         • refuse to show and/or demonstrate the advertised product(s) and/or service(s);

         • disparaging the advertised product(s) and/or service(s), its warranty, availability and/or any
         other terms; selling the advertised product(s) and/or service(s) and thereafter "unselling" an
         advertiser/prospective advertiser, consumer and/or any other person to make a switch to
         other product(s) and/or service(s)

         • refusing to place an order(s) for the advertised product(s) and/or service(s) and/or to deliver
         it within a reasonable time; and/or, having a sales compensation plan designed to penalize
         salesperson(s) who sell the advertised product(s) and/or service(s).

         • We will always have a sufficient quantity of advertised product(s) and/or service(s) to meet
         reasonably anticipated demands.

   USE OF ASTERISKS: We use asterisks to impart additional information about a word and/or term which
   is not in itself inherently deceptive. The asterisk and/or other reference symbol are not used as a means
   of contradicting and/or substantially changing the meaning of any advertising statement. Information
   referenced by asterisks are used clearly and are prominently disclosed.

   TESTIMONIALS AND ENDORSEMENTS: Any testimonial and/or endorsement we use are genuine,
   truthful and never misleading to any advertiser and/or consumer. Every testimonial and/or endorsement
   actually represent the current opinion of the person(s) and/or endorser(s). Testimonials and/or
   endorsements are never altered to change the overall meaning and/or impact.

   CONTESTS AND GAMES OF CHANCE: During any contest(s), game(s) and/or giveaway(s) we will clearly
   publish a complete and concise rule(s) and provide competent impartial judge(s) to determine the
   winner(s). We ensure any contest(s) conforms to FTC requirement(s) as well as any applicable local
   and state law(s).

   TERMS AND CONDITIONS FOR INTERNET ADVERTISING

   SCOPE. This is a contract (referred to herein as this "Agreement") between SPOTLIGHTPAGES.COM
   (hereinafter referred to as "SPOTLIGHTPAGES.COM," "Spotlight Pages," "CPU," "SLP" "we," or "our")
   and the customer ("you" and "your") identified on the first page of this document (the "Order") for us
   to fulfill your order for our Advertising Products identified on the Order. This Agreement consists of the
   Order and these Terms and Conditions for Internet Advertising, (these "Ts&Cs"). Except as otherwise
   expressly provided in these Ts&Cs, in the event of any conflict between the terms of the Order or of
   these Ts&Cs, the Order shall control.

   TERM. The term of this Agreement commences on the date of execution by you (either in writing or by
   electronic signature, including recorded oral acceptance of this Agreement of an Order presented by us
   and shall (subject to our right hereunder to terminate or suspend our performance or remove Advertising
   Products under circumstances specified in this Agreement) continue until we have fulfilled the
   Advertising Products specified in the Order for the Initial Term specified in the Order. Unless otherwise
   provided in the Order and except as provided below in these Ts&Cs, upon expiration of the Initial Term,
   the term of this Agreement shall automatically renew for a "Renewal Term" unless you or we notify the
   other of its intent not to renew at least thirty days before expiration of the Initial Term. All services
   provided during the Renewal Term will be subject to the then-current Terms and Conditions, pricing and
   other terms for Internet Advertising available on our Web site (such then current Ts&Cs being referred to
   herein as this Agreement). The Renewal Term will continue from expiration of the Initial Term until
   termination pursuant to this Agreement. Unless otherwise provided in the Order, either you or we may
   terminate the Renewal Term, with or without cause, upon thirty days' prior written notice to the other.
   Neither of us may terminate this Agreement during the Initial Term, provided that we may terminate this
   Agreement at any time upon notice to you if you breach this Agreement. If you choose to have your
   Advertising Products removed from any site and/or our services discontinued prior to the end of the Initial
   Term or Renewal Term, as the case may be, you shall notify us in writing and the unpaid balance for the
   entire Initial Term or Renewal Term will become immediately due and owing.

   THIRD PARTIES. You represent and acknowledge that you are entering into this Agreement to obtain the
   Advertising Products for your own benefit and not for the benefit or on behalf of any third party, including,
   but not limited to, any of your shareholders, partners, owners, employees, agents or affiliates. However,
   each of our distribution or fulfillment vendors or internet search engines on which we place your advertising
   (each, a "Distribution Site") is an intended third-party beneficiary of your obligations hereunder that relate
   to Advertising Products and may independently enforce each obligation directly against you.

   RATES & PAYMENTS. Unless otherwise provided in the Order, we will bill you during our first applicable
   billing cycle after we fulfill your order for Advertising Products and will continue to bill you during each
   applicable billing cycle thereafter during the term of this Agreement. The billing cycle will be thirty (30)
   days unless otherwise provided in the Order. We will bill you for Advertising Products for which no rate is
   specified in the Order at our standard rates for such Advertising Products at the time that we provide
   such Advertising Products. Any rates specified in the Order will apply during the Initial Term only. Unless
   you or we terminate this Agreement at the end of the Initial Term, you will be invoiced for each billing
   cycle of the Renewal Term at our standard rates during such billing cycle for such Advertising Products.
   Such standard rates may be higher than the rates set forth on the Order. Payments are due on the due
   date specified on the invoice or, if no payment date is specified, then thirty days after the date of the
   invoice. We may remove, or (in the case of Advertising Products placed on Distribution Sites) cause to be
   removed, your Advertising Products and suspend our services hereunder if payment is not received by the
   due date. Your prompt payment of any costs that we incur to suspend services or remove or cause
   removal of Advertising Products, or to resume services or replace or cause replacement of Advertising
   Products, will be a condition to our resumption of services and the replacement of Advertising Product.
   You acknowledge that no such suspension or removal will extend the term of this Agreement and,
   therefore, that it will reduce the aggregate time that we fulfill your order. We may charge late payment
   fees that will accrue at our then-current standard rates or, if lower, the maximum rate permitted under
   applicable law. You agree to pay any attorneys' fees and costs that our agents or we incur in collecting
   any unpaid amount. You will pay any sales, use or other local, state, federal, foreign or other taxes or
   governmental fees arising out of or in connection with this Agreement, other than taxes based on
   our net income.

   CUSTOMER DOMAIN REGISTRATION/OWNERSHIP OF WORK PRODUCT. If the Advertising Product
   you have ordered involves the hosting or operation of a Web site, the Universal Resource Locator ("URL")    therefore must be registered in our name with a domain registrar of our choosing so we may manage the    domain while we host or operate the Web site. If you do not have a URL, we will procure a URL and will
   pay the applicable domain name registration fees to the registrar and maintain ownership. We cannot
   guarantee that any URLs and/or domain names you request for your Web site will be available for your
   use. If none of your requested URLs are available, we will contact you and request alternatives. If you
   already own the registration for the desired URL, you must transfer the URL to us with a domain registrar
   of our choosing. If the URL cannot be transferred or you fail to undertake the action we request to cause
   the transfer, then, in our discretion, we may (but are not obligated to) choose a URL or domain name on
   your behalf. Upon termination of this Agreement or in the event you are in breach of this Agreement, any
   Web sites hosted or operated under this Agreement may be disabled, in our sole discretion. We will invoice
   you for all fees payable in connection with the transfer to you of any URL registered in our name that is
   related to your Web site if you notify us in writing within thirty (30) days after termination or expiration of
   this Agreement that you desire such transfer. We will then promptly transfer such URL to you if you timely
   pay such invoice. If you fail to notify us that you desire such transfer within such thirty (30) day period or
   fail timely to pay such invoice, then you waive all rights in or with respect to such URL, and you
   acknowledge that we may allow the registration for such URL to lapse, may retain and use such URL,
   or may transfer such URL to a third party, without restriction.

   PERFORMANCE BASED ADVERTISING PRODUCTS. We may change search engines from time to time in    our sole discretion. You agree that all placements on search engines shall conclusively be deemed to have    been approved by you. We or our vendor will continue to fulfill your Advertising Product for the contracted
   number of clicks, calls, search or other actions (an "Action") or until your budget is exhausted. If the
    applicable number of Actions has not been delivered or disputed Actions have been credited by us in our
   sole discretion or your budget has not been exhausted during the Initial Term, we will continue to fulfill
   your Advertising Product at no additional charge until the applicable number of Actions has been delivered
   or your budget has been exhausted. Although we will invoice you in twelve installments for the contract
   amount, we do not guarantee that the Actions will be fulfilled within that timeframe or otherwise during
   the term of this Agreement. We cannot provide you with (1) the names of the search engines and/or
   search engine networks to which your advertisements will be submitted and/or (2) the URL and IP
   address from which clicks or other Actions are made. Our only obligation is that the number of
   Actions identified in the Order will be provided.

   We do not guarantee that any clicks (1) will be from potential customers for you and/or (2) will be of any
   benefit or value to you. You acknowledge that the clicks may be: from adult sites, from adult-sounding
   URLs, from sites potentially offensive to you, the result of prohibited or improper purposes, and the result
   of spiders, robots and other automated or mechanical means. We will send or make available periodic
   reports from us or Distribution Sites regarding the number of Actions we deliver. You agree that such
   reports and the counts contained therein shall be the conclusive, definitive measurements of our
   performance, and that they shall determine your related obligations for all purposes of this Agreement.
   No other measurements or usage statistics from any source whatsoever shall be accepted by us or have
   any applicability to our obligations or your rights under this Agreement. Notwithstanding anything to the
   contrary in Section 2 of these Ts&Cs, upon fulfillment of your performance based Advertising Product, we
   will terminate your performance based program unless you and we agree to renew it. If you cancel your
   performance based Advertising Product or disable your Web site or otherwise impair our ability to complete
   the Actions, we will invoice you for the remaining months of the Initial Term or retain the amount of any
   remaining budget as an early termination charge. We have no liability for any Actions you dispute.
   However, in our sole discretion, we may issue you a credit for additional Actions to be delivered.

   PROHIBITIONS, CONTENT, AND INTELLECTUAL PROPERTY RIGHTS. The transmission of any unsolicited
   commercial e-mail messages through our services is strictly prohibited without the prior consent of the
   recipient. You acknowledge that neither we nor the Distribution Sites generate the content upon a
   site where your Advertising Product may be fulfilled and that neither we nor the Distribution Sites are
   responsible for such content. You acknowledge that it is not possible to avoid placing your advertisements
   on web sites that display adult content, have adult-oriented domain names, or that are primarily intended
   as gambling sites, you acknowledge that it is not possible to avoid all such placements, and that we shall
   in no event have any liability to you of any type or nature as a result of any such placement or any other
    such placement that may be offensive to you. We or any Distribution Site may refuse, remove and/or
   terminate Advertising Products and our services due to any content that we or a Distribution Site deem
   for any reason (a) may subject us, a Distribution Site or another party to liability, (b) includes obscene,
   profane, sexual, violent or other inappropriate content, or (c) is otherwise unacceptable in our or
   the Distribution Site's sole discretion; provided that we have no obligation to review your advertisements
   and shall have no liability related to the content thereof. If this occurs, you will remain responsible for
   payment of all amounts to be invoiced for the then-current term and will not be entitled to any refund
   or abatement or any extension of the term of this Agreement. Furthermore, you are making the
   following representations and both we and each Distribution Site are relying upon them: (a) that you
   are authorized to advertise and display the requested business, product or service, (b) you are a business,
   not a consumer, (c) that the content of any advertisement is truthful and not misleading, (d) that you
   are in compliance with all laws and licensing requirements relating in any manner to the goods or services
   displayed or to your advertisement, and e) 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. Without limiting any of our other rights or remedies, you agree
   to notify us immediately in writing at any time that you discover or suspect that any of these
   representations is not true and correct in all respects. You assume sole responsibility for the protection
   of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly
   or partially by you or which you are authorized to use or display. If we receive notice or documentation
   demonstrating that another person or entity contests your right to use or display a name, trademark,
   service mark or other content, we may reject or discontinue the Advertising Products and our services
   without liability to you until such time you have resolved that dispute with the other party to our
   satisfaction. As to Advertising Products we create for you, whether in whole or in part, and any derivative
   work that we create from your content, you acknowledge that we are an author and assign to us all rights
   in and to any independently copyrightable contribution you might have made to the advertising. You further
   acknowledge that we retain all right, title and interest, including the copyright, in such Advertising Products
   and that neither you nor we intend for such advertising to constitute a joint work. You grant us a
   nonexclusive license during the term of this Agreement, including the right to sublicense, to copy,
   distribute, create derivative works based upon, publicly display, publicly perform and otherwise use any
   trademark, service mark, graphics, text or other content you provide to us in connection with
   our performance of our obligations under this Agreement. Upon termination of this Agreement, we are
   not obligated to return any of these  works to you.

   DESIGN OF OUR SITES, ADVERTISING PRODUCTS, STATISTICS AND INTERRUPTION OF OUR
   SERVICES. We and the Distribution Sites may redesign or modify the organization, structure and/or
   "look-and-feel" 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 Product an internally generated point value
   and/or seniority date, such assignment is internal to us and does not confer any rights to you. We or
   any Distribution Site may position your advertisement on any page within the appropriate sites, in any
   position upon such page, in any sequence and in association with any classified heading or keyword(s)
   we or any Distribution Site deems appropriate unless otherwise specifically noted in the Order. Unless
   expressly provided on the Order, neither any Distribution Site nor we make any representation or warranty
   with respect to traffic or usage statistics regarding Actions on our site or on any Distribution Site or the
   levels of impressions, cost per click, or click-through rates or the quality or conversion rate for any
   advertisement. An "impression" means each occurrence of a display of an advertisement. Neither any
   Distribution Site nor we will have any liability to you and you will remain responsible for all moneys owed
   to us should there be an interruption in our Web site or any third party site or other interruption in our
   services hereunder for any period of time, although we may, in our sole discretion, issue credits or
   extend the term of this Agreement in the event of interruptions lasting several days or longer.

   DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THE ORDER, NEITHER WE NOR
   ANY DISTRIBUTION SITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES TO YOU OF
   ANY KIND, EITHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES
   OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR OTHER
   WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE),
   REGARDING THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF THE ADVERTISEMENTS OR
   ADVERTISING PRODUCTS, LINKED SITES, ANY SITE WE MAY CREATE FOR YOU, OR OTHERWISE
   UNDER OR RELATED TO THIS AGREEMENT.

   ASSIGNMENT. You may not resell, assign, transfer or delegate any of your rights, duties or obligations
   without our prior written consent, which we may grant or withhold in the exercise of our absolute and
   sole discretion; in the event we give such consent, the assignee must, without any reservation, assume
   all of your rights, duties and obligations. Any attempt to resell, assign, transfer or delegate such rights,
   duties or obligations without our prior written consent shall constitute a breach of this Agreement and
   shall be of no force or effect. We shall have the right to subcontract performance of our obligations
   hereunder or to assign or otherwise transfer this Agreement or any of our rights, obligations or duties
   hereunder to any person or entity at any time.

   NOTICES. All of our notices, demands and other communications must be in writing and will 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 to the address, fax number or
   e-mail address specified on the Order for the recipient of such notice. All of your notices, demands and
   other communications must be in writing and will be deemed to have been given (a) if mailed by certified
   mail, postage prepaid or if delivered by overnight courier, to our address: SPOTLIGHTPAGES.COM,
   P.O. BOX 580417 Elk Grove, CA 95758.

   LIABILITY. NEITHER WE NOR ANY DISTRIBUTION SITE NOR ANY OF OUR OTHER VENDORS SHALL HAVE
   ANY LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE ADVERTISING PRODUCTS
   FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES,
   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 PERFORM
   SERVICES. WITHOUT LIMITING THE PROVISIONS OF SECTION 13, IN NO EVENT SHALL OUR LIABILITY
   FOR MONETARY DAMAGES EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US FOR THE
   ADVERTISING PRODUCTS OR OTHER SERVICES WITH RESPECT TO WHICH SUCH LIABILITY AROSE.
   You acknowledge and agree that the provisions of this Agreement that limit liability, disclaim warranties,
   or exclude consequential damages or other damages or remedies are essential terms of this Agreement
   and are fundamental to the parties' understanding regarding allocation of risk. Accordingly, such provisions
   shall be severable and independent of any other provisions of this Agreement and shall be enforced
   regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or
   the Advertising Products. Without limiting the generality of the foregoing, YOU AGREE THAT ALL
   LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND EXCLUSIONS OF CONSEQUENTIAL
   DAMAGES OR OTHER DAMAGES OR REMEDIES SHALL REMAIN FULLY VALID, EFFECTIVE AND
   ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EVEN UNDER CIRCUMSTANCES
   THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE.
   The limitations contained in this Section 13 apply regardless of the form of action, including actions in
   contract, tort (including negligence), and strict liability.

   EXCLUSIVE REMEDIES. If we breach our obligation hereunder to fulfill any Advertising Product or breach
   any other obligation hereunder, we will make commercially reasonable efforts to fulfill such Advertising
   Product at a later date on the same or substitute site or internet search engine or otherwise reasonably
   to cure such breach. THE FOREGOING CONSTITUTES OUR SOLE OBLIGATION AND YOUR SOLE AND
   EXCLUSIVE REMEDY FOR ANY BREACH BY US OF THIS AGREEMENT (EITHER DIRECTLY OR THROUGH
   A FAILURE OF PERFORMANCE BY ANY DISTRIBUTION SITE).

   FORCE MEJEURE. In no event shall we or any Distribution Site have liability or be deemed to be in breach
   hereof for any failure or delay of 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 interruption of any kind or work slowdown
   or any other condition not reasonably within our control. Your payment obligations shall continue during
   any event of force majeure.

   INDEMNIFICATION. You agree to indemnify us and the Distribution Sites and hold us and the Distribution
   Site harmless from and with respect to any claims, actions, liabilities, losses, expenses, damages and costs
   (including, without limitation, actual attorneys' fees) that may at any time be incurred by us or them
   arising out of or in connection with this Agreement or any Advertising Products or services you request,
   including, without limitation, any claims, suits or proceedings for defamation or libel, violation of right of
   privacy or publicity, criminal investigations, infringement of intellectual property, false or deceptive
   advertising or sales practices and any virus, contaminating or destructive features.

   TELEPHONE CONVERSATIONS. All telephone conversations between you and us about your advertising
   may be recorded and you hereby consent to such monitoring and recordation.

   APPLICABLE LAW. This Agreement shall be governed by and construed and enforced in accordance with
   the laws of the State of California applicable to contracts entered into and performed in California by
   residents thereof. Any action or proceeding brought by you under or relating to this Agreement shall
   be brought in a state or federal court located in the City of Sacramento, State of California, and you
   hereby irrevocably submit to the personal jurisdiction of and irrevocably consent to venue in such courts
   for purposes of any such action or proceeding. Any claim against us arising from this Agreement shall be
   adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or
   controversy by any other party.

   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and us with respect
   to the subject matter of this Agreement and supersedes all prior written and all prior or contemporaneous
   oral communications regarding such subject matter. Accordingly, you should not rely on any representations
   or warranties that are not expressly set forth in this Agreement. If any provision or provisions of this
   Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction,
   the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
   impaired. Except as provided in Section 1, this Agreement may not be modified except by writing signed
   by you and us; provided, however, we may change these Ts&Cs from time to time, and such revised terms
   and conditions shall be effective with respect to any Advertising Products ordered after written notice of
   such revised terms to you or, if earlier, posting of such revised terms and conditions on our Web site.

    Last Updated 07/30/2010