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3FOUR1: VIP TERMS AND CONDITIONS

1. General. By submitting advertising for inclusion on any 3FOUR1 Network site or service, advertiser/agency agrees to be bound by the terms of this contract. The advertiser shall purchase the online advertising package at the rate listed and for the duration specified in the insertion order, which is online and incorporated herein by reference and made a part of this agreement. No conditions other than those set forth herein shall be binding on 3FOUR1 unless specifically agreed to in writing by 3FOUR1. 3FOUR1 will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the advertiser/agency. This contract supersedes all terms and conditions on 3FOUR1' rate cards, and any previous agreements between 3FOUR1 and advertiser/agency relating to the subject matter set forth herein. 3FOUR1' only obligation to serve advertisements hereunder shall be to serve advertisements of the advertiser described herein, and in no event shall 3FOUR1 be obligated to serve advertisements for any other advertiser.

2. Changes and Cancellations. All artwork must be received at least five business days in advance of publication date. All text for Internet radio, other audio or video advertisements must be received at least ten days in advance of publication date. Changes to artwork or text must be received by 3FOUR1 at least five days in advance of requested change date. 3FOUR1' advertising specifications are accessible through the URL http://sandboxvip.com/. 3FOUR1 reserves the right to change any of its advertising specifications at any time. Any cancellations or change orders must be made through the URL http://sandboxvip.com/ and acknowledged by 3FOUR1. Change orders cannot be submitted any more frequently than once every fourteen days. There are no cancellations once a campaign begins. A campaign can be postponed or suspended by an Advertiser for a maximum of thirty (30) days. After thirty days, advertiser is still liable for full amount of the contract. If campaign is postponed or suspended, 3FOUR1 can not guarantee an exact duplication of the campaign; due to a potentially limited inventory.

3. Payment. Unless otherwise agreed in writing, the total fees are due upon the execution of this contract by the advertiser/agency and, thereafter, pro rata monthly in advance. If payment is not made timely, 3FOUR1, at its option, may immediately terminate the contract. In addition, advertiser/agency shall be liable to 3FOUR1 for all attorney's fees and other costs of collection. Interest will accrue on any past due amounts at the rate of the lesser of two (2%) percent per month or the lawful maximum. 3FOUR1 shall have the right to hold the advertiser and/or its agency or agent jointly and severally liable for all amounts due.

4. Positioning. Except as otherwise expressly provided in the contract, positioning of advertisements on the URL http://sandboxvip.com is at the sole discretion of the 3FOUR1. Advertiser acknowledges that 3FOUR1 has not made any guarantees with respect to usage statistics or levels of impressions for any advertising except where expressly stated. Any information collected by the 3FOUR1, or its site vendors, relating to users or Advertiser’s site (including and without limitation any personally identifiable transactional data, secure data, or demographic information relating to users of the site), shall be property of the 3FOUR1, and Advertiser shall not obtain any rights in such information by virtue of this agreement.

5. Taxes. Prices do not include tax. In the event that any federal, state, or local taxes are imposed on the creation of the online advertising or on the sale of online advertising, such taxes shall be assumed and paid by Advertiser.

6. Delays. 3FOUR1 is not liable for delays in publishing or failure to publish submitted advertising content in the event of circumstances beyond the control of 3FOUR1.

7. Redesigning of the 3FOUR1 Network Sites or Services. Advertiser/agency acknowledges that, consistent with 3FOUR1's need for editorial discretion, 3FOUR1 may redesign, delete or replace the pages, programs or channels on which the logos will be displayed or transmitted or may redesign or replace the type of links, buttons, boxes, banners, and Internet radio, audio or video advertisements purchased by advertiser/agency; provided, that 3FOUR1 will use good faith efforts to provide advertiser/agency with comparable links, buttons, boxes, banners, and Internet radio, audio or video advertisements.

8. Prohibited Advertising; Rejections. Consistent with 3FOUR1's previously-issued policies, advertising relating to the following goods and services is prohibited: pornographic/vulgar material firearms, and illegal products. 3FOUR1 reserves the right, without liability, to reject, omit or exclude any advertisement or to reject or terminate any links, buttons, boxes or banners for any reason at any time, with or without notice to the advertiser/agency, and whether or not such advertisement, link, button, box or banner was previously acknowledged, accepted, or published.

9. Licenses and Indemnification. Advertiser/agency grants 3FOUR1 the right to use, reproduce, publicly display and distribute advertiser's advertisements and collateral information and warrants that advertiser/agency has the right to grant such license. Advertiser/Agency represents that the advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (c) any testimonials or endorsements contained in any advertisement submitted to 3FOUR1. In addition, advertiser/agency represents that the advertiser's advertisements and collateral information do not violate any applicable local, state or federal law or regulation. In consideration of 3FOUR1's acceptance of such advertisements and information for publication, the advertiser and agency will jointly and severally indemnify and hold harmless 3FOUR1 and its officers, directors, shareholders, employees, accountants, attorneys, agents, parent, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to: (i) advertiser/agency's breach of any covenants, representations and warranties made therein, (ii) 3FOUR1's performance under this contract, and (iii) the copying, printing, distributing, transmitting or publishing of advertiser's/agency's advertisements or collateral information by 3FOUR1.

10. Limitation of Liability. In the event (i) 3FOUR1 fails to publish an advertisement in accordance with the schedule provided in the Insertion Order, (ii) of any other failure, technical of otherwise, of such advertisement to appear or be transmitted as provided in the Insertion Order, the sole liability of 3FOUR1 to advertiser/agency shall be limited to, at 3FOUR1's sole discretion, a pro rata refund of the advertising fee representing the undelivered impressions, placement of the advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total impressions are delivered. In addition, 3FOUR1 is not responsible for the quality and/or clarity of any Internet radio, audio or video advertisements. UNDER NO CIRCUMSTANCES WILL 3FOUR1 BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS CONTRACT, EVEN IF 3FOUR1 HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

11. Choice of Law and Forum. This contract shall be interpreted and construed in accordance with the laws of the Commonwealth of Georgia, without regard to its conflicts of laws provision, and with the same force and effect as if fully executed and performed therein. Each party hereby consents to the exclusive personal jurisdiction of the Commonwealth of Georgia, acknowledges that venue is proper only in any state or Federal court in the Commonwealth of Georgia, agrees that any action related to this contract must be brought in a state or Federal court in the Commonwealth of Georgia, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.

12. Credit Cards. In the event that advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by advertiser/agency, advertiser/agency shall immediately remit full payment to 3FOUR1 plus any interest due on the outstanding amounts. In addition, if advertiser/agency pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from 3FOUR1 any amounts received by 3FOUR1 from the issuer, advertiser/agency shall immediately remit to 3FOUR1 all amounts necessary to comply with the issuer's request and any costs and expenses incurred by 3FOUR1.

13. Miscellaneous. No public statements concerning the existence or terms of this contract will be made or released to any medium except with the prior approval of both parties or as required by law. Advertiser/agency may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to 3FOUR1. If any portion of the contract is found unenforceable for any reason, the reminder will remain in full force and effect. No waiver by 3FOUR1 shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; 3FOUR1 will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of 3FOUR1. All terms of this contract, which by their nature extend beyond its termination, remain in effect until fulfilled and apply to the respective successors and assigns.

The user is legally empowered by checking the terms box with due corporate authority to enter into this contract and agrees to be bound by the Terms and Conditions of this contract.