INTERNATIONAL MEDIA NETWORK TERMS AND CONDITIONS

The following terms and conditions ("Advertising Terms and Conditions") are deemed to be incorporated into each Advertising Order, software purchase, sponsorship and other internet marketing services taken by users on the International Media Network and accepted by the company:

1. Commencement of Service

1.1. The client expressly agrees to the terms and conditions by filling and submitting the Advertising order. Unless otherwise stated in writing and agreed between the parties, the online advertising form is the accepted method of submitting an advertising order. Any registration or edit request through the online advertising request forms will be treated as an advertising order under the terms of this agreement. Before using the site or filling the online form, it is the sole responsibility of the Client to read relevant information and to familiarise with the service terms and conditions.

1.2. These Advertising Terms and Conditions shall commence at the date of the Advertising Order and subject to clause 8 below shall remain in full force for an initial advertising period of one year and thereafter renewable in the manner set out in clause 9.

2. Licence

2.1 The Client hereby grants to the International Media Network a world-wide, non-exclusive, fully paid licence to reproduce and display the advertisement (including all contents, trademarks and brand features contained therein) in accordance with the [Advertising Order] and these Advertising Terms and Conditions.

2.2 Client grants to the International Media Network the express right to reproduce throughout the world screen shots of all or part of any International Media Network property containing all or part of any of the advertising materials supplied by the Client to the International Media Network on or in any promotional or advertising material or campaign promoting or advertising International Media Network (but not any promotional or advertising campaign paid for by the company).

3. Positioning, Assignment and Resale

3.1 Except as otherwise expressly provided in the Advertising Order, positioning of advertisements within the International Media Network properties or on any page is at the sole discretion of the International Media Network, and the International Media Network will not be prohibited from also carrying advertisements for any product or business competitive to the product or business of the Client.

3.2 The International Media Network does not warrant the date or dates of insertion of the advertisement(s) and does not warrant that the advertisement(s) will not be displayed after the end date specified. However, the International Media Network will use reasonable efforts to comply with the Client's wishes in these regards.

3.3 The parties may not resell, assign or transfer any of its rights hereunder, except to any of its subsidiary or holding companies (as defined in section 736 of the Companies Act 1985) provided that such subsidiary or holding companies are not competitors of the other party. Any attempt to resell, assign or transfer such rights will entitle the other party to terminate this contract immediately, without liability on the part of the terminating party.

4. Method of Payment

4.1 The Client (as defined in the Advertising Order) will be expected to pay the advertising fee immediately after registration using the advertising form provided. Failure of the payment process or non-completion of the registration process does not in any way mean that the advertising fee is not due. If in doubt, the Client must contact the International Media Network Admin. If payment is not made online, the company reserves the right to forward an invoice and payment request for the advertising fee (subject to all consumer agreement laws of the United Kingdom). The Client must pay the invoiced amounts to the International Media Network in pounds sterling on receipt of the invoice. Payment is expected with all advertising orders submitted directly through the International Media Network.

4.2 The Client must pay at the rates prescribed by applicable law all VAT (and all similar sales tax (if applicable)) on the amounts due under this Advertising Order. All amounts paid by the Client after the due date will bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less) above the base lending rate of HSBC Bank Plc, from the date when payment was due until the date of payment is received, whether before or after judgment. If the Client fails to pay, the Client will be responsible for all expenses (including legal fees) incurred by The International Media Network in collecting the amounts due.

4.3 The Client represents and warrants that it contracts with The International Media Network as principal, and has the authority to do so, notwithstanding that the Client may be acting as an advertising agency or media buyer or in some other representative capacity.

5. Limitation of Liability

5.1 If The International Media Network fails to publish any advertisement as provided in the Advertising Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in the [Advertising Order]), The International Media Network's liability will be limited (at the option of The International Media Network) to either:

(a) publishing the advertisement (or a replacement advertisement if provided by the Client) on positions agreed in the Advertising Order or as agreed with Client as soon as is reasonably practicable in the period following the period during which the advertisement was scheduled to run and for such time; or

(b) refund to the Client that proportion of the amounts paid which relate to those advertisements which were not provided, and if the relevant amounts were not paid by the Client, agree that such amounts will not be due or payable.

5.2 In no event will The International Media Network be responsible in contract, tort, negligence or otherwise, for:

(a) loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or

(b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any advertisement in accordance with the Advertising Order.

5.3 Where the Client uses a third party server to serve advertisements to The International Media Network:

(i) The International Media Network will have no liability and the Client will hold only the third party server (and not The International Media Network) liable for the failure to publish any advertisement as provided in the Advertising Order or any other loss of any kind suffered by the Client where those failures or losses are due to or arise out of or in connection with any act or omission of the third party server; and

(ii) The International Media Network reserves the right to terminate at the International Media Network's sole discretion the right of the third party server to serve the Client's advertisements to the International Media Network's network. In the event of such termination, the International Media Network may serve the advertisements instead.

5.4 Without limiting the foregoing, the International Media Network will have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of the International Media Network affecting production or delivery in any manner.

5.5 Each of the provisions of this clause 4 are to be construed separately and independently of the other, and if any provision of this clause 4 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 5 (or any other clause herein) which will remain in full force and effect.

6. Warranties

6.1 The Client warrants and represents to the International Media Network that:

6.1.1 The Client has the right to publish all of the contents of the advertisements, and can grant to the International Media Network such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation.

6.1.2 The advertisements do not contain anything that is defamatory, obscene, false or misleading.

6.1.3 The Client has complied with the codes of practice issued by the Committee of Advertising Practice in the UK or the Advertising Standards Authority for Ireland as applicable and all other relevant industry codes of practice.

6.1.4 Unless the Client is an "authorised person" within the meaning of the Financial Services and Markets Act 2000 ("the Act"), you agree that the advertisement submitted pursuant to the Advertising Order either:

(a) does not constitute an invitation or inducement to engage in investment activity within the meaning of the Act; or

(b) has been approved by an "authorised person" within the meaning of the Act or is otherwise permitted under the Act and the Client has expressly notified the International Media Network in writing of this.

6.1.5 The Client does not collect or use personal information through its advertisements on any the International Media Network property without permission from the user. The Client may not combine, compare or match any information that they legally collect via its advertisements on any the International Media Network property.

6.2 The Client agrees to indemnify and keep indemnified the International Media Network and hold the International Media Network harmless against any and all expenses, damages costs (including reasonable legal fees and costs) and losses of any kind incurred by the International Media Network in connection with any claims actual or threatened, of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices) arising from the advertisement and /or any material (of the Client or otherwise) to which users can link through the advertisement.

7. Advertising Materials

The Client will provide all materials for the advertisement, in accordance with the International Media Network's requirements set out in these Advertising Terms and Conditions and in the Advertising Order, including (without limitation) the manner of transmission to the International Media Network, the lead-time prior to publication of the advertisement and such technical specifications as the International Media Network may require from time to time.

8. Right to Reject Advertisement

All contents of advertisements are subject to the International Media Network's approval. the International Media Network does not undertake to review the contents of any advertisements and any such review of and/or approval by the International Media Network will not be deemed to constitute an acceptance by the International Media Network that such advertisement is provided in accordance with these Advertising Terms and Conditions nor will it constitute a waiver of the International Media Network's rights hereunder. The International Media Network reserves the right at any time in its absolute discretion to:

(a) Reject or cancel any advertisement, Advertising Order, URL link, space reservation or position commitment; and/ or

(b) Remove any advertisement from any of the the International Media Network properties or any page.

9. Termination and Renewal

9.1 Either party may terminate these Advertising Terms and Conditions, together with the Advertising Order, forthwith by notice in writing to the other if the other:

(a) commits a breach of these Advertising Terms and Conditions (and/or the Advertising Order) which in the case of a breach capable of remedy shall not have been remedied within 30 days of the receipt by the other of a notice from the innocent party identifying the breach and requiring its remedy;

(b) is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the Client resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under these Advertising Terms and Conditions (and/or the Advertising Order)) or commits an act of bankruptcy or if any petition of bankruptcy is presented against them or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.

9.2 The advertising agreement automatically terminates at the end of the advertising order period. The Client can apply in writing to renew the advertising order. Except as expressly set out in the Advertising Order, any renewal of the Advertising Order and acceptance of any additional Advertising Order will be at the International Media Network's sole discretion. The rates applicable to such renewal period (if any) are subject to change by the International Media Network from time to time in its absolute discretion.

10. Consequences of Termination

Termination of these Advertising Terms and Conditions (and/or the Advertising Order) for whatever reason shall not affect the accrued rights of the parties arising in any way out of these Advertising Terms and Conditions (and/or the Advertising Order) as at the date of termination and, in particular but without limitation, the right to recover damages against the other and all provisions which are expressed to survive these Advertising Terms and Conditions (and/or the Advertising Order) shall remain in force and effect.

11. Confidentiality

The provisions of the Advertising Order and all communications passing between the Client or any of its agents and the International Media Network are confidential and must not be disclosed to any third party except:

(a) by the Client to its qualified accountants or legal advisers;

(b) by the International Media Network to its qualified accountants or legal advisers; or

(c) as otherwise agreed by the parties in writing or as otherwise required by law.

12. Miscellaneous

12.1 No conditions other than those set forth in the Advertising Order or these Advertising Terms and Conditions will be binding on the International Media Network unless expressly agreed to in writing by an authorised representative of the International Media Network. In the event of any inconsistency between the Advertising Order and these Advertising Terms and Conditions, these Advertising Terms and Conditions will prevail.

12.2 These Advertising Terms and Conditions, together with the Advertising Order will be governed by and construed in accordance with, the laws of England and Wales, and the parties submit to the non-exclusive jurisdiction of the English courts.

12.3 These Advertising Terms and Conditions, together with the Advertising Order constitute the complete and entire expression of the agreement between the parties, and supersede all other prior understandings, commitments, agreements and (unless made fraudulently) representations, whether written or oral between the parties.

12.4 Clauses 5, 6, 11 and 12 will survive any expiry or termination of these Advertising Terms and Conditions. The International Media Network's failure to exercise or enforce any right or provision of these Advertising Terms and Conditions will not constitute a waiver of such right or provision.

12.5 Notwithstanding any other provision in these Advertising Terms and Conditions, a person who is not a party to these Advertising Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Advertising Terms and Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13. Definitions

The company means the International Media Network representing UK2U Limited, registered in England, whose registered number is 4459604 and whose registered office is at The Thames Gateway Technology Centre, University Way, London E16 2RD.

The International Media Network Admin Office means the marketing department, the account department, member of staff or external representative nominated for the role. The location of service provided and correspondence address is UK2U Limited, Thames Gateway Technology Centre, University Way, London E16 2RD.

The Client means the Limited Liability Company, Public Limited Liability Company, Individual, Partnership or any other party whose name appears in the advertising order as such.

Commencement Date means the date agreed in the advertising order for the advertising in the magazines network to commence. In the case of advertising taken directly through the internet, the date will be the date on the advertising request form.

The Advertising Period means any twelve (12) months period beginning on the commencement date and terminating at the end of the period in accordance with the provisions of this agreement.

Advertising Order means registration forms used in submitting advertising purchase, software purchase or other online marketing purchase requests. This can be submitted online through the International Media Network or in writing to the International Media Network Admin office.