Introduction. Welcome and thank you for participating in our NetAudioAds Program. Due to the nature of this one of a kind program, we must address certain issues for the protection of its participants and NetAudioAds. This Program by nature is designed to monetize any website that has any kind of traffic. Due to this fact it will attract every marketer participating in online businesses, in order to protect the integrity of NeAaudioAds and these marketers strict compliance is necessary. This agreement ("Agreement") between You and NetAudioAds Inc. ("NetAudioAds") consists of this NetAudioAds Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, as generally offered by NetAudioAds, is available at the Program Frequently Asked Questions ("FAQ") URL, located at http://www.sellingppp.com/faq.html, or such other URL as NetAudioAds may provide from time to time. "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.

1.Program Participation. Participation in the Program is subject to NetAudioAds prior approval and Your continued compliance with the Program Policies ("Program Policies"), located at http://www.sellingppp.com/ppp/policies, or such other URL as NetAudioAds may provide from time to time. NetAudioAds reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You agree that one of your personally owned websites will house the Audio Ad Code in order to play an Audio Ad if plan to participate in NetAudioAds Affiliate compensation plan. For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual Web page, Web site, Web site page or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by NetAudioAds (including by electronic mail).

2.Operation and Implementation of Ads and Referrals. You agree to comply with the specifications provided by NetAudioAds from time to time to enable proper delivery, of Ads, and NetAudioAds Features (as defined below) in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by NetAudioAds in any way, unless expressly authorized in writing by NetAudioAds (including by electronic mail).

Since you have elected to receive NetAudioads Adlets, You will paste the audio code on Your Site(s) and all appropriate web pages that receive traffic. Please be advised if you do not have this code on your site, you can not participate in the generous affiliate commission program. Anytime a web visitor opens up any page on your website(s) a (5) five second audio ad will play. All content and Site-based Ads (and Ads served in response to end user opening a web page shall be grouped by NetAudioAds and an appropriate content related ad will be played (such groups of Ads collectively referred to as "Ad Plays") in standard formats as offered generally by NetAudioAds from time to time, as may be described in the FAQ., but You acknowledge and agree that Ads played: (i) shall only be played in connection with the Site(s), each of which is subject to review and approval by NetAudioAds in its discretion at any time; and (ii) You agree that while You may play more than one (1) Ad Play on each Site Web page, You shall not Play any Ad Play on a page that contains Ads associated with another NetAudioAds customer (e.g., Your Web hosting company), unless authorized to do so by NetAudioAds.
Referrals. If you have elected to use the NetAudioAds Affiliate Referrals feature, you will have the ability to be compensated on a generous three tier system. In accordance with the guidelines of this program, all traffic that purse this system is subject to generate a payable commission to all participating affiliates as stated in the Affiliate guidelines located at http://www.sellinppp.com/ppp/affiliate
General. You agree not to play on the same Web page in connection with which any Ad Play, (competitor) which is played of any advertisement(s) that an end user of Your Site(s) would reasonably confuse with a NetAudioAds advertisement or otherwise associate with NetAudioAds..

3.Sole Communications with NetAudioAds. You agree to direct queries to NetAudioAds, and not to any advertiser, any communication regarding any Ad(s) in connection with Your Site(s).

4.Parties' Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of NetAudioAds specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. NetAudioAds reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, or any engagement in any activity prohibited by this Agreement. NetAudioAds is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and NetAudioAds.

5.Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual web page views, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) play any Ad(s), on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (iiii) directly or indirectly access, launch, and/or activate Ad Plays, through or from, or otherwise incorporate the Ad Plays, in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (iv) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ad Plays or any part, copy, or derivative thereto; (v) act in any way that violates any Program Policies posted on the NetAudioAds Web Site, as may be revised from time to time, or any other agreement between You and NetAudioAds (including without limitation the NetAudioAds program terms), or engage in any action or practice that reflects poorly on NetAudioAds or otherwise disparages or devalues NetAudioAds 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.

6. Termination; Cancellation. Subject to any third party agreements you may have with other NetAudioAds customers (e.g., Your Web hosting company), You may stop playing Ad Plays, on any Site in the Program with or without cause at any time by removing the NetAudioAds JavaScript or similar programming from Your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to lhost@voice2page.com. This Agreement will be deemed terminated within ten (10) business days of NetAudioAds receipt of Your notice. NetAudioAds may investigate any activity that may violate this Agreement. NetAudioAds may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. In addition, NetAudioAds reserves the right to terminate without notice any account that has not generated a sufficient webpage visits on Ad Plays or valid impressions of Ad Plays (in each case as measured by NetAudioAds) for a period of two (60) sixty days or more. Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 3, 6 through 10, and 14 through 17 shall survive termination.

7.Confidentiality. You agree not to disclose NetAudioAds Confidential Information without NetAudioAds prior written consent. "NetAudioAds Confidential Information" includes without limitation: (a) all NetAudioAds software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) Ad Play Impression rates or other statistics relating to Site performance in the Program provided to You by NetAudioAds; and (c) any other information designated in writing by NetAudioAds as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of NetAudioAdss gross payments to You pursuant to the Program. NetAudioAds Confidential Information does not include information that has become publicly known through no breach by You or NetAudioAds, or information that has been (i) independently developed without access to NetAudioAds Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

8.No Guarantee. NetAudioAds makes no guarantee regarding the level of impressions of Ad Plays, the timing of delivery of such impressions, or the amount of any payment to be made to You under this Agreement.

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

10.Limitations of Liability; Force Majeure. 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, TORT 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) NETAUDIOADS AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY NETAUDIOADS TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 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.

11.Payment. *** Special Note on Payment During the Initiation of this program the first pay out will based on the following. Starting this Day November 17, 2007 All web pages and or web site(s) that have NetAudioAds Audio Code Pasted on them, will be subjected to the audio verification test, all codes must be placed on participating sites, so BPA our third party audio play verification system can conduct their test to validate the actual amount of audio plays available to the advertiser above and beyond the current available 43 million currently running. This test will run through December 31, 2007. Results will be posted in the January report, and the official Start of Audio Plays will commence February 1, 2008, first official pay out will be in March of 2008.*** You shall receive a payment related to the number of Web Page Impressions on Ad Plays, played in connection with Your Site(s), in each case as determined by NetAudioAds for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by NetAudioAds within approximately fifteen (15) days after the end of each calendar month that Ad Plays are running on Your Site or that Ads are running on Search Results Pages if Your earned balance is or more. In the event the Agreement is terminated, NetAudioAds shall pay Your earned balance to You within approximately thirty (30) days after the end of the calendar month in which the Agreement is terminated by You (following NetAudioAds receipt of Your written request, including by email, to terminate the Agreement) or by NetAudioAds. In no event, however, shall NetAudioAds make payments for any earned balance less than . Notwithstanding the foregoing, NetAudioAds shall not be liable for any payment based on: (a) any amounts which result from invalid queries, or invalid impressions on Ad Plays generated by any person, bot, automated program or similar device, as reasonably determined by NetAudioAds, including without limitation through any impressions (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to innate false Ad Plays, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to solicit web surfers view web sites for the sole purpose of creating revenue; (b) Ad Plays delivered to end users whose browsers have JavaScript disabled; (c) NetAudioAds advertisements for its own products and/or services (excluding payments based on completed Referral Events); or (d) clicks co-mingled with a significant number of invalid impressions described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. NetAudioAds reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending NetAudioAds reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are played in connection with Your Site(s) defaults on payment for such Ads to NetAudioAds. In addition, if You are past due on any payment to NetAudioAds in connection with any NetAudioAds program, NetAudioAds reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to NetAudioAds. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities (as described on the NetAudioAds: Tax Information Page located at http://www.sellingppp.com/ppp/taxinfo, or such other URL as NetAudioAds may provide from time to time) or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. NetAudioAds may change its pricing and/or payment structure at any time. If you dispute any payment made under the Program, You must notify NetAudioAds in writing within thirty (30) days of any such payment; failure to so notify NetAudioAds shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by NetAudioAds. No other measurements or statistics of any kind shall be accepted by NetAudioAds or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by NetAudioAds (including by electronic mail).

12.Publicity. You agree that NetAudioAds 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. If You wish to use NetAudioAds trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with NetAudioAds's then current Brand Feature use guidelines, and any content contained or referenced therein. which guidelines may be acquired at the following email permission@sellingppp.com (or such other email NetAudioAds may provide from time to time).

13.Representations and Warranties. You represent and warrant that (a) all of the information provided by You to NetAudioAds to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(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 (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) 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.

14.Your Obligation to Indemnify. You agree to indemnify, defend and hold NetAudioAds, 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.

15.NetAudioAds Rights. You acknowledge that NetAudioAds owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including NetAudioAds ad serving technology, and Brand Features, and excluding items licensed by NetAudioAds from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any NetAudioAds services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter NetAudioAds copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any NetAudioAds services, software, or documentation (including without limitation the display of NetAudioAds Brand Features with Ad Plays,). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

16.Information Rights. NetAudioAds may retain and use, subject to the terms of the NetAudioAds Privacy Policy (located at http://www.sellingppp.com/privacy.html, or such other URL as NetAudioAds may provide from time to time), all information You provide, including but not limited to Site demographics and contact and billing information. You agree that NetAudioAds may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. NetAudioAds 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. NetAudioAds disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. NetAudioAds may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by NetAudioAds, with advertisers, business partners, sponsors, and other third parties. In addition, You grant NetAudioAds the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.

17.Miscellaneous. This Agreement shall be governed by the laws of California , except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Diego County , California . The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. 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 NetAudioAds. 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 NetAudioAds. Notwithstanding the foregoing, NetAudioAds may assign this Agreement to any affiliate at any time without notice. The relationship between NetAudioAds and You is not one of a legal partnership relationship, but is one of independent contractors.