NetLine Portal Content Syndication and Lead Generation Service and Content Syndication Commercial Terms and Conditions of Service

This is a legal agreement ("Agreement") between you, the Client ("Client") and the operator of NetLine Portal, formally known as LeadFlow (Portal.netline.com or Portal), NetLine Corporation (NetLine), with a current principal place of business at 750 University Ave, Suite 200, Los Gatos, CA 95032. These Terms and Conditions constitute the entire Agreement.

1. ACCEPTANCE OF TERMS AND CONDITIONS. BY REGISTERING TO USE THE SITE THE CLIENT AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. This Agreement governs the access and use of services provided by or through the Portal website ("Service"). If Client does not agree to the terms and conditions of this Agreement do not check the appropriate box on the registration page and do not access or use the Service. All questions concerning this Agreement must be directed to: Portal Client Services, NetLine Corporation, 750 University Ave, Suite 200, Los Gatos, CA 95032.

By accepting the terms and conditions of this Agreement, Client represents, warrants and covenants that (a) Client is 18 years old or older; (b) Client is capable of entering into a legally binding agreement; (d) Client will not transfer account or Client ID's to others. Notwithstanding anything to the contrary, NetLine reserves the right to cancel, suspend or refuse access to the Service to anyone at its sole discretion.

2. PORTAL LEAD GENERATION AND CONTENT DISTRIBUTION. The NetLine Service is a self-serve lead generation and content syndication program utilizing NetLine's B2B content syndication platform designed to support the Client's lead acquisition or content syndication goals.

Lead Generation Campaigns ("LeadFlow Campaigns") launched through Portal will target the provided Client content offers ("Content") to relevant audiences within our business segments leveraging ours and our partner's sites, databases, social networks, newsletters, RSS feeds, NetLine's outbound call center lead specialists, and mobile applications, which deliver Client's Lead Campaign with quality leads. Only those leads that fully answer all required questions and meet the Client's filter criteria will be provided as fulfilled leads.

Content Syndication Campaigns ("ContentFlow Campaigns") launched through Portal will distribute the Client content offers ("Content") to relevant audiences within our business segments leveraging ours and our partner's sites, databases, social networks, newsletters, RSS feeds, and mobile applications. Information on the audience members requesting Client's Content will be provided at an aggregate level.

3. PARTNER PROGRAM. Publishing Partners of NetLine's RevResponse ("Partners") may utilize the Portal for their end client in a Platform or Agency model. They may use the Portal to run campaigns on behalf of their client and purchase leads from NetLine based on NetLine's content syndication network ("Agency Model"), or use the Portal as a platform to facilitate the lead generation process using the Partner's own audience at no charge ("Platform Model"). In addition, a revenue share will be paid to the Partner per the "NETLINE CORPORATION REVRESPONSE PUBLISHER PROGRAM TERMS AND CONDITIONS" based on any additional promotional activity as a result of the lead generation process utilizing the Partner's audience. The Partner must be in good standing with as a RevResponse member.3. CHANGES, ETC. NetLine shall have the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement or any other matter relating to the Service, including fees and rules, in whole or in part, at any time by posting notification on the Service. The changes will become effective, and shall be deemed accepted by Client, after posting by NetLine and shall apply on a going basis. Alternatively, NetLine may change, modify, add or remove any portion of this Agreement or any other matter relating to the Service, including fees and rules, in whole or in part, at any time with notice to the Client at the e-mail address for notices described in this Agreement. The changes will become effective, and shall be deemed accepted by Client, immediately upon sending the e-mail and shall apply on a going-forward basis. In the event that Client does not agree with any modifications described in this Section 3, Client must terminate its account as set forth in Section 13 below, which shall be Client's sole and exclusive remedy.

4. CLIENT'S RESPONSIBILITY. Portal is a business Internet site to facilitate the acquisition of business leads and to distribute content. To become a Client of NetLine, the prospective Client must register ("Registration") on the site by giving a valid email address, user information, company information, and a U.S. credit card for any purchases that are made. All Clients must accept the terms and condition of this agreement.

Client agrees that: (i) NetLine does not guarantee that Client will be satisfied with leads generated or the amount of content syndication by the Service; (ii) NetLine does not take responsibility for, and shall not be liable for, any act or omission of NetLine which does not constitute gross negligence or willful misconduct on the part of NetLine and, in no event, shall be responsible or liable for any act or omission of any Client or other third party for any losses, costs, damages or liabilities arising from any of the foregoing.

NetLine shall have the right, but not the obligation, in its sole discretion to: (i) cancel, suspend and/or otherwise restrict Client's account or the access to and use of leads or other information in Client's account for breach of this Agreement, an investigation of Client's account by a government or other authority or default by Client upon any obligation to NetLine ; or (ii) charge Client's credit card or otherwise charge Client for any damages resulting from a breach of this Agreement; such breaches may include, without limitation, fraudulent activity associated with the Service. NetLine shall have the right to not promote or to suspend and cancel any Content at any time as it sees fit without any limitations or prior notice to client.

5. FEES AND CHARGES. ContentFlow Campaigns where the Client will not receive any leads but are free to setup, submit, and run. ContentFlow Campaigns will be required to be distributed a minimum of 90 days after being approved. After that time, the campaign may be paused or canceled by the user.

LeadFlow Campaigns are free to setup but Clients will be charged a $50 fee for each and every Lead Campaign submitted for approval excluding existing or previous LeadFlow Campaigns that have been modified such as requiring re-approval prior to launch. The $50 fee is non-refundable but will be applied as a credit against any outstanding balance of monies owed for leads generated by the Campaign for the given Client's account. All lead pricing for the Service is posted on the Portal website and provided in detail prior to submitting a Lead Campaign. By entering any credit card information for the Service, you are certifying that you have authority to use the credit card provided.

NetLine reserves the right to change prices for Portal Services at any time. Pricing will only apply to new or modified Campaigns after the effective price change. All new effective Portal pricing will be posted on the Portal website. From time to time NetLine may, in its sole discretion, make special offers and promotions, such as reduced fees, discounts, incentives or other benefits ("Promotions") without creating any obligation on the part of NetLine other than as expressly set forth in such Promotions, including, without limitation, any obligation to continue to offer such Promotions on an ongoing basis.

Disputes regarding leads generated shall not entitle Client to a refund of any amount paid to NetLine.

Unless otherwise stated, all payment amounts are quoted in U.S. Dollars. Client is responsible for paying all applicable fees, charges and taxes associated with using the Service.

6. PAYMENT

6.1.1. All Clients must provide a valid U.S. credit card in order to submit a LeadFlow Campaign. If at any time that a credit card fails to authorize or charge the incurred amount, the user's account will be suspended until the problem has been reconciled. Client's credit card will be automatically billed weekly for any outstanding balance or upon fulfillment or download of unpaid leads.

Clients with established good credit can apply to NetLine to be a "Credit Card Monthly" ("CCM") Client. CCM clients are not required to pay up front with a credit card for Portal services and will not be charged an upfront $50 Lead Campaign fee for submitted campaigns. CCM clients will have their credit card charged once a month for any outstanding balance of Portal services after they have been provided. If at any time that a credit card fails to authorize or charge the incurred amount, the user's account will be suspended until the problem has been reconciled. A late fee of 2% per month up to the maximum allowed by relevant law, whichever is lesser, will be assessed if payment is not received within 30 days. CCM Client privileges may be revoked at any time.

6.1.2. Despite account suspensions, all monies owed on the Client's accounts are still due and must be paid in full or NetLine will seek remedies.

7. MARKETING & PROMOTION NetLine may, from time to time, request Client's permission to use Client's name, logo and/or other non-confidential Intellectual Property for the purposes of NetLine marketing and promotion.

8. CONSENT TO RECEIVE ELECTRONIC MAIL Consent to receive electronic mail is based on Client's confirmation (opt-in) for specific mail lists. Initial consent is done at time of Registration. See Privacy Policy for more information on this matter.

9. BRIEF DESCRIPTION OF PRIVACY POLICY NetLine is committed to protecting Client's privacy while on NetLine. We do not sell or rent Client's personal information to third parties for their marketing purposes without the Client's explicit consent and we only use Client's information as described in the Privacy Policy. We view protection of Clients' privacy as a very important community principle. NetLine understands clearly that Clients and their information are important assets. NetLine stores and processes Clients' information on computers located in the United States that are protected by physical as well as technological security devices. However, NetLine offers no assurances that its procedures will in fact protect the security of Client's personal information. If Client objects to its Information being transferred or used in this way, please do not use the Service.

10. CLIENT MISREPRESENTATION, ABUSE, OR UNLAWFUL BEHAVOIR. By accepting this Agreement, the Client represents, warrants and covenants that Client shall not upload, post or transmit to, distribute or otherwise publish through the Service any materials ("Content") (i) which restrict or inhibit any other Client from using the Service; (ii) which are unlawful, threatening, abusive, harmful, libelous, defamatory, harassing, tortuous, hateful, racially, ethnically or otherwise objectionable, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) which constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (iv) which violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) which contain a virus or other harmful component, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (vi) for which Client does not have all necessary rights and licenses to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information); and (vii) which are unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation or (viii) which constitute or contain false or misleading indications of origin or statements of fact.

NetLine may refuse to approve Service and may terminate the Client from the Service without notice for any violation of the above. NetLine hereby disclaims any liability for any Content, including, but not limited to, any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of or reliance on any Content posted, emailed or otherwise transmitted via the Service. NetLine shall have no obligation to review Content posted to the Service by Clients. NetLine shall have the right, but not the obligation, in its sole discretion, to correct any errors or omissions in any portion of the Content or Campaign information to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, modify, refuse to post or remove any Content, in whole or in part, that in NetLine's sole discretion is objectionable or in violation of this Agreement.

The Client shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the submitting of Campaign Content or information that is inaccurate, harmful, or illegal.

11. CLIENT ACCOUNT. Client agrees to provide current, complete and accurate information ("Registration") during the process of registration with and use of the Service and to update such information to keep it current, complete and accurate. NetLine shall have the right to use the Registration information for such uses as reasonably required or advisable for the Service and as set forth in NetLine's Privacy Policy. Client agrees that NetLine shall have the right to remove from the Service or take any other action with respect to the Registration information deemed appropriate in NetLine's sole discretion, including but not limited to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of NetLine, its Clients and the public.

Client shall be responsible for maintaining the confidentiality of its Client account and password and shall be responsible for any and all Service activities performed by Client or other third parties given access to such account or password and any and all consequences of use or misuse of such account and password. Client shall indemnify NetLine for any violation of this Section. Client agrees to notify NetLine immediately of any unauthorized use of any password or account or any other breach of security regarding the Service of which Client has knowledge.

12. ACCESS AND INTERFACE. NetLine shall have the right to change, suspend or discontinue any aspect of the Service at any time, including hours of operation and availability of any Service feature, database, Campaign or Content without notice and without liability. NetLine shall have the right to impose limits on certain features and services or restrict access to parts or all of the Service without notice and without liability.

NetLine shall have the right to establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that listings, email messages, message board postings or other uploaded Content will be retained by the Service, the maximum number or size of information Client may post on the Service, and the maximum number of times (and the maximum duration for which) Client may access the Service in a given period of time.

NetLine does not warrant that the functions contained in the Service or any materials or Content contained therein will be uninterrupted or error free, that defects will be corrected, or that the Service is free of viruses or other harmful components.

NetLine shall not be responsible for any service interruptions, including, but not limited to, power outages, system shut downs, system failures or other interruptions that may affect the receipt, processing, acceptance or completion of listings and/or transactions on the Service.

13. CANCELATION OR TERMINATION Client may close Client's account by going to the appropriate account section on the website or sending an email to portal-support@NetLine.com. NetLine may, in its sole discretion without liability to Client or any third party, terminate Client's account for any reason, including without limitation inactivity or violation of this Agreement or other rules and policies established by NetLine. Upon termination of Client's account, Client shall remain liable for all charges, fees, commitments and obligations incurred or accrued by Client. Upon termination, NetLine shall have the right to delete any Content, or other information from use of the Service, prohibit Client's access to the account, including without limitation by deactivating Client's password, and refuse Client future access to the Service.

14. DISCLAIMER OF WARRANTIES THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, IS PROVIDED ON AN "AS IS" "WHERE IS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NETLINE AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SERVICE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE OR ANY LINKED SITE. NETLINE AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IT IS SOLELY CLIENT'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, USEFULNESS OR VALIDITY OF ALL OPINIONS, ADVICE, SERVICE, PROMOTIONS, LISTINGS, ADVERTISEMENTS, AWARDS, PRIZES OR OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL GOODS AND SERVICES, OFFERED ON THE SERVICE. NETLINE MAKES NO ASSURANCES THAT CLIENT WILL BE ABLE TO GENERATE ACCEPTABLE LEADS IF ANY. A CLIENT'S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE OR ANY MATTER RELATING THERETO IS TO STOP USING THE SERVICE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATIONS CONTAINED IN THIS AGREEMENT MAY NOT APPLY TO CLIENT.

15. LIMITATIONS OF LIABILITY NETLINE SHALL NOT BE RESPONSIBLE OR LIABLE TO CLIENT OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH NETLINE OR THE SERVICE, OR USE THEREOF, OR ANY OF THE DATA OR OTHER MATERIALS TRANSMITTED THROUGH OR RESIDING ON THE SERVICE OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED OR SOLD BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF NETLINE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS.

IN NO EVENT SHALL NETLINE'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICE EXCEED THE AMOUNT OF FEES CLIENT HAS PAID TO NETLINE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING ACCRUAL OF THE RESPECTIVE CLAIM.

THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16. INDEMNITY Client shall indemnify, defend and hold harmless NetLine, and all of its parents, subsidiaries, affiliates, officers, directors, owners, agents, representatives, co-branders or other third parties utilized in connection with the Service, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation attorney's fees and costs incurred by the Indemnified Parties, arising out of or related to (i) Client's use of the Service including listing and exchanging goods and providing Content; (ii) any breach or non-compliance by Client of this Agreement, any of NetLine's rules or policies, or Client's representations, warranties and covenants contained herein, including but not limited to Sections 4 (Client's Responsibility), 5 (Fees and Charges) and 9 (Client Information); (iii) any dispute or litigation between an Indemnified Party and a third party caused by Client's actions; and (iv) Client's negligence or violation or alleged violation of any rights of another. Client shall fully cooperate with the Indemnified Party and provide all assistance reasonably requested by the Indemnified Party in the defense and settlement of any claim. The Indemnified Party shall have the right at its own expense, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification by Client, and Client shall not in any event settle any matter without the written consent of the Indemnified Party.

17. NOTICES Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be made by mail, email, postings within Client's account or other reasonable means. NetLine may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the Service. Notice to NetLine may be made by mail to: Portal Client Services, NetLine Corporation, 750 University Ave., Suite 200, Los Gatos, CA 95032, or such other address as NetLine may provide for such purpose.

18. DISPUTE RESOLUTION Except with respect to an action for injunctive relief, Client and NetLine agree that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in San Jose, California under the American Arbitration Association Arbitration Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Client and NetLine agree that any claim against the other must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary; otherwise such claim will be barred forever. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party.

19. GENERAL

19.1. Governing Law. This Agreement shall be governed by the laws of the State of California (other than the law of conflicts) applicable to contracts wholly entered into and executed within that State. The exclusive venue for any lawsuits permitted by this Agreement shall be an appropriate California State Court or a United States District Court for or located in the State of California. NetLine and Clients hereby submit themselves to the jurisdiction of said courts and to arbitration as otherwise provided in this Agreement and consent to service by certified or registered mail, and any other means permitted by law.

19.2. Invalidity of Provisions. If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect insofar as the purpose of this Agreement is not destroyed by the invalidity or illegality.

19.3. Severability. If any provision of this Agreement or any application thereof is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall not be affected thereby.

19.4. Force Majeure. NetLine shall not be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, disruption of the Internet, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event; provided, however, that if any such force majeure event continues for thirty (30) days or more, Client may terminate this Agreement upon ten (10) days advance written notice to NetLine.

19.5. Assignment. Client shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written approval of NetLine and any such attempted assignment shall be void. NetLine shall have the right to assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent of or notice to Client. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

19.6. Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

19.7. No Waiver. The failure of any party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

19.8. Entire Agreement. This Agreement, and the other items expressly referenced herein, constitutes the entire agreement between NetLine and Client with respect to Client's use of the Service.