These Standard Terms and Conditions shall apply to any and all advertising, sponsorships or other media programs (other than sweepstakes) which are intended to appear on the websites of Community Connect Inc ("CCI") in connection with a purchase of Monster, Inc. ("Monster") products and services by a customer ("Advertiser") of Monster. CCI agrees to provide the display of certain forms of Advertising, conduct sponsorships and execute other media programs (collectively, the "Advertisement(s)") for the benefit of the Advertiser on one or more (as selected in a Monster Quote) of CCI’s Internet Websites (the "Service") for a specified period of time (the "Contract Period"); provided however, that in all such cases CCI shall have the right in its sole discretion and election to accept or reject proposed Advertisements included on a Monster Quote. For the purposes herein, CCI and Advertiser shall individually and collectively be known as the Party or Parties.

1. Display of Advertisement. CCI will display the Advertisement on the Service during the Contract Period. Advertiser will deliver and will be solely responsible for providing to CCI all of the text, pictures, graphics, sound, video, programming code and other data which CCI will use to comprise the graphic or HTML files that Advertiser intends to have displayed on the Service. Advertiser hereby grants to CCI a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform such Advertisement and all its constituent parts during the Contract Period in connection with the Service.
   
   
2. Advertising Guidelines. CCI may, in its sole discretion, reject, cancel or remove at any time an Advertisement from the Service for any reason without prior notice to the Advertiser. CCI will notify the Advertiser promptly following such rejection, cancellation, or removal of any Advertisement from the Service and shall refund a pro rata share of the applicable amount previously paid to CCI and collected by CCI based on, as applicable, either (i) the balance remaining on the Monster Quote after deducting that charged amount applicable to the number of days that the Advertisement was displayed during the Contract Period, or (ii) the balance of impressions contracted and paid by Advertiser on the I/O which remain after deducting the number of impressions which were actually served (according to CCI's designated third party ad-server reporting service) during the Contract Period prior to the said rejection, cancellation or removal. Notwithstanding the provisions of Section 6 hereof, CCI shall not be liable to Advertiser, its officers, directors, advisers or its agents for any claims, actions, liabilities, losses, expenses, damages and costs (including without limitation any legal costs), whether derivative or direct, which may arise from the rejection, cancellation or removal of any Advertisement from the Service pursuant to this Section 2.
   
   
3. Payment. CCI will invoice the Advertiser on a monthly basis at the rate reflected in the Monster Quote. Advertiser will pay such amount to CCI within thirty (30) days of the date of the invoice. Payments to be made to CCI for the Advertisements shall, if overdue, be subject to (i) a late payment charge of one and one-half percent (1.5%) per month; provided, however, that if the late payment charges exceeds the maximum amount permitted by law, such late payment charges shall be reduced to the maximum amount thereby permitted, and (ii) collection procedures which CCI may, in its sole judgment, institute, and all costs involved therein, including reasonable legal fees, shall be payable to CCI by Advertiser. Advertiser will be responsible for all taxes in connection with the Advertisement (excluding taxes based on CCI's net income). Should CCI not display the Advertisement in accordance with the Monster Quote due to Advertiser's failure to meet the Close Date(s) or failure to comply with CCI's production specifications, said failure on Advertiser’s part shall constitute a breach hereof and, on failure to cure said breach pursuant to Section 11 hereof, Advertiser shall then be liable for the full amount indicated in the Monster Quote which amount shall then fall due immediately and payment in full for same shall be made promptly by Advertiser. If CCI does not display the Advertisement, after acceptance by it, due to any reason other than those described in the prior sentence, such lack of display shall not constitute a breach of these Standard Terms and Conditions, and Advertiser's sole and exclusive remedy shall be to demand that CCI credit or refund or make good the prorated amount or value based on the number of days the Advertisement was thereby absent during Contract Period from that originally contemplated in the Monster Quote.
   
   
4. Usage Statistics & Use of Names. CCI will provide Advertiser with usage statistics in a format determined by CCI. Advertiser may not intentionally distribute or disclose usage statistics to any third party without CCI's prior written consent. CCI MAKES NO GUARANTEES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY USAGE STATISTICS PROVIDED TO ADVERTISER. If advertiser receives names and/or addresses of individuals in connection with the Advertisement, then Advertiser may not rent, sell or barter such names or addresses. Advertiser may use the names and addresses in connection with its business, but under no circumstances may Advertiser identify, sell, promote or otherwise intentionally disclose such names and/or addresses as end-users of the Service. Advertiser may not intentionally make any promotional or merchandising references to CCI or the Service in any way without CCI's prior written consent. CCI may not make any intentional promotional or merchandising references to Advertiser without Advertiser's prior written consent.
   
   
5. Modification and Operation of the Service. CCI reserves the right to redesign or modify the organization, structure or "look and feel" of the Service at any time without notice. In the event such modifications affect the placement of the Advertisement, CCI will notify Advertiser and will work with Advertiser to display the Advertisement in a comparable place on the Service. CCI MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES ARISING BY PARTICULAR PURPOSE OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CCI DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET ADVERTISER'S REQUIREMENTS.
   
   
6. Indemnification. Advertiser will indemnify, defend and hold harmless CCI, its officers, directors advisers and agents from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misinterpretation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisement, (b) relating to any virus, worm or "Trojan horse" or other contaminating or destructive features contained in the Advertisement, or (c) any other materials or information to which end users of the Service can link from the Advertisement. CCI will notify Advertiser promptly of any claim, action or demand for which indemnity is claimed and will cooperate reasonably with Advertiser at Advertiser's expense. The law firm, which Advertiser chooses to defend CCI, must be experienced in defending similar claims and will be chosen subject to CCI's approval, which will not be unreasonably withheld or delayed. Advertiser may not settle any lawsuit relating to the Service or Advertisement without the prior written consent of CCI. CCI will have the right in its sole discretion to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.
   
   
7. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE STANDARD TERMS AND CONDITIONS, EXCEPT FOR (X) OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 6 TO THE EXTENT ARISING OR RESULTING SOLELY FROM A THIRD-PARTY CLAIM AND/OR CLAIMS RELATING TO EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER OR (Y) FOR ANY PARTY’S OBLIGATION TO MAKE PAYMENTS TO CCI HEREUNDER, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THE PARTIES’ PERFORMANCES HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THESE STANDARD TERMS AND CONDITIONS), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EITHER PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE THEIR PERFORMANCES HEREUNDER OR THE SERVICES, PROVIDED HEREUNDER REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE OF THE PAYMENTS RECEIVED BY CCI FOR THE ADVERTISEMENTS AND SERV ICES PROVIDED HEREUNDER WHICH GAVE RISE TO THE LIABILITY.
   
   
8. Press Releases. Neither of the Parties shall issue any press releases or public statements concerning the existence or terms of the Monster Quote or the Advertisements without the prior written consent of the other Party or as required by law.
   
   
9. Agency. If any advertising or other third party agency signs the Monster Quote on behalf of the Advertiser, it does so as Advertiser's agent, and Advertiser and the said agency shall be jointly and severally liable for all obligations hereunder. The signing agency hereby represents that it has full authority to act on Advertiser's behalf, provided, however, that nothing herein will release Advertiser from any obligation or liability hereof, and CCI shall be permitted to look to Advertiser and the signing agency for performance of all obligations under the Monster quote and these Standard Terms and Conditions.
   
   
10. Force Majeure. If the performance of the Parties pursuant to these Standard terms and Conditions any obligation hereunder is prevented, restricted, or interfered-with by any act or condition of Force Majeure which is beyond the reasonable control of the affected Party hereto, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance, except for the making of payments required hereunder, to the extent of such prevention, restriction, or interference and solely for that period until the effect of the said Force Majeure act shall have been extinguished.
    
    
11. General Provisions. CCI reserves the right to change its advertising rates or amend these Standard Terms and Conditions without notice prior to acceptance of an Advertisement. Subject to the provisions of hereof, the Parties may terminate their performance obligations upon not less than ten (10) days prior written notice to the other if the other of the Parties has materially breached any of the terms of these Standard Terms and Conditions and has failed to cure said breach within ten (10) days following the receipt of the said written notice describing the breach. Advertiser may not assign its obligations hereunder or any of its rights or delegate any of its duties herein without CCI's prior written consent. All notices, demands and other communication hereunder must be in writing or be by written telefax or E-mail transmission and will be deemed to have been duly given: (a) if mailed by certified mail, postage prepaid, when received by the addressee, (b) if delivered by overnight courier, when received by the addressee, or, (c) if sent by confirmed telefax or E-Mail transmission, one business day following receipt by the addressee, at the addresses set forth on the Monster Quote, or such other addresses as the Parties may specify in writing from time to time. In the event that any provision of these Standard terms and Conditions shall under applicable law be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. These Standard Terms and Conditions will be construed in accordance with the Laws of the State of New York without regard to its conflict of law principles and the Parties hereto consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over New York County, New York. The terms of Sections 3 through 11 hereof shall survive in full force any expiration or termination hereof. These Standard terms and Conditions contain the entire understanding of the Parties hereto with respect to the Advertisements and other matters contemplated herein, supersede all previous oral or written understandings, statements or negotiations between the Parties hereto concerning the subject Advertisement, and cannot be amended except pursuant to the provisions herein. The Parties hereto shall at all times be independent contractors and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between the Parties hereto.