ARM Media Network., is committed to keeping with the industry standards of Internet marketing. As you may know, these standards have recently been affected by the passage of the CAN SPAM Act regulating the delivery of e-mail communications. To this end, we are sending this letter to you to set forth your obligations in promoting our in house offers, as well as our advertisers' products and services.

This agreement shall serve to memorialize our agreement regarding the terms and conditions by which you will be permitted to deliver e-mail solicitations promoting ARM Media Network advertisements. As used in this letter (i) the "ARM Media Network Service(s)" shall mean any offer, advertisement, or product being represented or brokered through the ARM Media Network and (ii) the term "you" shall refer to you, your agents and representatives.

By signing in the space below, you agree, in consideration for our willingness to continue allowing your distribution of e-mails promoting the ARM Media Network advertisements, that at all times during which you distribute any e-mails promoting the ARM Media Network advertisements that you will comply with all applicable laws relating thereto and adhere to the following obligations:

1.      E-mails promoting the ARM Media Network advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;

2.      No e-mails promoting ARM Media Network advertisements shall be sent for the purpose (but not necessarily the sole purpose) of harvesting the e-mail addresses in order to send future unsolicited e-mails;

3.      Every e-mail promoting ARM Media Network advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you;

4.      ARM Media Network will review and post each advertisement (including all graphics and copy) of e-mail message prior to distribution and you shall not modify such message without the prior written consent of ARM Media Network.

5.      Upon notice from ARM Media Network to you requesting that you terminate e-mail solicitations of one or more of the ARM Media Network advertisements, you shall immediately stop sending any e-mail solicitations promoting such ARM Media Network advertisements.

6.      Every e-mail sent by your or by any broker on your behalf shall include a valid physical postal address of the entity principally responsible for sending the e-mail communication and such other parties as ARM Media Network may notify you it reasonably deems are necessary in order to remain in compliance with applicable laws,

7.      E-mails promoting ARM Media Network advertisements shall not contain or include a falsified sender domain name or non-responsive IP address;

8.      In the event of any breach of this letter agreement by you or and third party broker or licensee, ARM Media Network shall, in addition to all other remedies available to it, have the right to refuse to make any payments to you as a result of your promotional efforts that cannot be verified by you as having complied with the terms and conditions hereof, and

9.      All e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; this includes your physical address and optionally your phone number.

10.  Upon request by ARM Media Network, you shall promptly provide ARM Media Network with (i) a point of contact at your office for handling customer complaints received by ARM Media Network and (ii) information regarding consumer responses to the e-mail distribution and any and all records verifying that recipients consented to receive the e-mail transmissions in question

11.  You shall be permitted to use brokers or third parties to deliver e-mails only if each acts in compliance with the terms of this Agreement, agrees to fully and completely indemnify you and ARM Media Network for all damages arising from their breach of any of the obligations set forth herein and you have the ability to terminate distribution with or procurement by any such third party on not more than 24 hours notice. You shall be solely responsible for any breach of these obligations by any such third party;

12.  You shall distribute such e-mails only to those recipients who have expressly agreed directly with you, in advance, to receive such transmissions from you (i.e., "opted-in")

13.  You shall process any and all opt-out requests within 5 business days, or less of the request and shall maintain electronic or tangible records evidencing the removal of such e-mails from your lists for verification by ARM Media Network.

14.  Unless otherwise directed by ARM Media Network in writing, you shall not use ARM Media Network, or it's represented advertisers names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other ARM Media Network identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by you for the benefit of your users.

15.  You shall indemnify, defend and hold ARM Media Network harmless from any cost, expense or liability arising out of any breach or alleged breach of your obligations under this letter.

You acknowledge that you are an independent contractor, and that nothing in this agreement or our business together shall create any form of partnership, agency relationship or joint venture. We acknowledge that you retain control over all aspects of your business and except as specifically set forth herein, the manner in which you transmit e-mail solicitation. Thus, except as set forth herein, you retain control over inter alia the time, number, frequency and recipients of your e-solicitations and control over the personnel, equipment and methods used for the transmissions. ARM Media Network is not requiring you to send any e-mails under this letter agreement; provided however, in order to receive payment for any e-mail solicitations that you send, you must comply with the specific requirements set forth herein.

Please confirm your acceptance and understanding of the terms and conditions set forth in this letter by electronically signing in the space provided below. This agreement shall supplement any previously executed agreement between us, including any provisions relating to "Spam" in ARM Media Network standard member contract, and in the event of any conflict between the provisions of this agreement and any other agreement, the terms of this Agreement shall control. We are hopeful that the obligations set forth herein will assure that our on-line marketing efforts continue to uphold high levels of integrity with Internet consumers and the Internet community at large. We appreciate your cooperation in addressing this matter.