Please read the terms and conditions carefully prior to registering for the Wointz advertising program. Participation in the Wointz advertising program constitutes acceptance of these terms and conditions. Do not enroll in the Wointz advertising program if you do not accept the terms and conditions outline here. These terms and conditions are subject to change by Wointz at any time.

Introduction. This agreement ("Agreement") between You and Highway North Interactive Inc., owner and operator of Wointz, (referred to simply as ("Wointz")), consists of these Standard Terms and Conditions ("Terms and Conditions"). "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. A description of the service offered by Wointz can be located at the following URL;http://www.wointz.com/Questions.aspx.

Participation. Participation in the service/program offered by Wointz is subject to the prior approval by Wointz, as well as Your continued compliance with these terms and conditions, as well as with the general policies outlined at the location http://www.wointz.com/Policies.aspx. By enrolling for participation in the services offered by Wointz, You agree that Wointz may serve advertisements (including advertisements provided by Wointz and third party advertisments) on your website(s). You also represent that you are at least 18 years of age. You further agree that any advertisements that you create for distribution on the Wointz advertising network strictly comply with the guidelines outlined in the general policies. Multiple accounts help by the same entity are prohibited without prior consent from Wointz. You also acknowledge that points earned through participation in the Wointz advertising program have no cash value.

Implementation. You agree to comply with the specifications provided by Wointz to ensure proper functionality of the Wointz advertising program. This includes, but is not limited to, not modifying the Javascript provided by Wointz that You paste on your website(s).

- General. The Wointz service provides you with the ability to filter advertisements displayed on your pariticpating website(s). You acknowledge and agree that Wointz does not commit that not all advertisements displayed on your website(s) will be successfully filtered. Your use of the filter feature shall be undertaken soley at Your own risk.

Parties' Responsibilities. On website(s) hosting Wointz advertisements, You agree that You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof. You also agree that You are responsible for the proper implementation of Wointz's specifications, and adherence to the terms of this Agreement, including compliance with the general policies. Wointz reserves the right to investigate, at its own discretion, any activity that may violate this Agreement. Wointz is not responsible for anything related to Your Site(s), including without limitation the transmission of data between Your Site(s) and Wointz. In addition, Wointz shall not be obligated to provide notice to You in the event that any advertisement is not being displayed properly to the end-user, or if a click on Your advertisement by an end-user fails to redirect the end-user to your website.

Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate impressions of or clicks on any advertisement provided by Wointz through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots and/or software; (ii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Wointz advertisement; (iii) redirect an end user away from any advertiser page; provide a version of the advertiser page that is different from the page an end user would access by going directly to the advertiser page; (iv) display any Ad(s) on any Web site that contains any pornographic, hate-related, violent, or illegal content; (v) act in any way that violates the general policies posted on the Wointz website, as may be revised from time to time, or any other agreement between You and Wointz, or engage in any action or practice that reflects poorly on Wointz or otherwise disparages or devalues Wointz's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

Termination; Cancellation. You may stop displaying Wointz advertisements on any of your participating websites at any time by removing the Wointz Javascript from your website.

No Guarantee. Wointz makes no guarantee regarding the level of impressions of advertisements or clicks on any advertisement, the timing of delivery of such impressions and/or clicks.

No Warranty. WOINTZ MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON NON-WOINTZ CONTENT, WOINTZ SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS.

Limitations of Liability; EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, OR OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) WOINTZ'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT EARNED BY WOINTZ THROUGH THE PUBLISHER'S PARTICIPATING WEBSITES THAT HOST WOINTZ ADVERTISEMENTS.. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. Publicity. You agree that Wointz may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Wointz to enroll in the Program is correct and current; (b) You are the owner of each participating website or that You are legally authorized to act on behalf of the owner of such websites(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

Your Obligation to Indemnify. You agree to indemnify, defend and hold Wointz, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.

Information Rights. Wointz may retain and use all information You provide, including but not limited to Site demographics and contact information. Wointz may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Wointz disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Wointz may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by Wointz, with advertisers, business partners, sponsors, and other third parties.

Miscellaneous. This Agreement shall be governed by the laws of Ontario , except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Windsor, Ontario. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Wointz. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Wointz.