1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

1.1 The Yahoo! Express Service ("Yahoo! Express" or the "Service"), owned and operated by Yahoo! Australia & NZ Pty Limited ("Yahoo!") is provided to you ("you" or the "Applicant") under the terms and conditions of this Yahoo! Express Service Agreement (the "Agreement").

1.2 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS) AS PROMPTED BY THE REGISTRATION FORM, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1.3 Yahoo! reserves the right, in its sole discretion, in the future to modify the Agreement at any time.

2.0 DESCRIPTION OF YAHOO! EXPRESS SERVICE

2.1 Yahoo! Express is a fee-based expedited service provided by Yahoo! to consider your web site for inclusion in Yahoo!'s main directory of web sites located at www.yahoo.com.au (the "Directory"). Inclusion in the Directory is not guaranteed. Commercial sites that wish to be considered for inclusion must use Yahoo! Express. However, any non-commercial site may use this service as long as it meets the qualifications listed under section 3.0. By signing up with Yahoo! Express, Yahoo! will consider and respond to your request for inclusion in the Directory on an expedited basis. In consideration of your payment and participation in Yahoo! Express in accordance with this Agreement, Yahoo! agrees that a member of Yahoo!'s editorial staff will look at your site, consider it for inclusion in the Directory, and respond to you within seven (7) business days from the date that you submit your site for consideration (excluding holiday periods observed by Yahoo! and any delays due to problems processing your request). Response times are measured based on Yahoo!'s mail servers.

2.2 In order for Yahoo! to consider your site for inclusion in the Directory, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the then current, applicable NON-REFUNDABLE fee for initial consideration for Yahoo! Express. Yahoo!, however, reserves the right to not list or remove your site in the Directory if it fails to meet the minimum criteria in section 3.0 below.

2.3 If your site offers services on a subscription basis, you must provide Yahoo! a trial password or subscription ID as part of the registration form. The password/subscription ID will be valid for a period of not less than 90 days and will be used by Yahoo! solely as part of its evaluation of whether your site meets and maintains the minimum site criteria explained below

2.4 The current fee for Yahoo! Express for consideration in the Directory is a NON-REFUNDABLE fee of AUD $495.00 applicable for each web site submitted that does not include adult content and/or services. If you are submitting a site offering adult content and/or services, the applicable fee for consideration in the Directory is a NON-REFUNDABLE FEE of AUD $990.00. All adult sites must be submitted to the most appropriate category under Business and Economy/Shopping and Services/Sex. You acknowledge that the payment of this fee is for consideration of your site AND DOES NOT IN ANY WAY GUARANTEE THAT YOUR SITE WILL BE INCLUDED IN THE DIRECTORY. Your payment only guarantees that Yahoo! will consider and respond to your request within seven business days, by either accepting or not accepting your site. You expressly agree to pay to Yahoo! such fee whether or not your site is accepted or denied inclusion in the Directory.

2.5 NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR SITE ANYWHERE ON YAHOO! OR IN THE DIRECTORY. IN ADDITION, IF YOUR SITE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO PLACE YOUR SITE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.

2.6 Please note that Yahoo! Express is only open to sites that DO NOT ALREADY EXIST in the Directory. Do not submit your site to Yahoo! Express program if your site already appears in the Directory. IF YOU SUBMIT A SITE THAT ALREADY EXISTS IN THE DIRECTORY THROUGH YAHOO! EXPRESS, YOUR CREDIT CARD WILL BE CHARGED THE THEN-CURRENT, APPLICABLE INITIAL CONSIDERATION FEE. Nor should you submit change requests to the Yahoo! Express program. If you need to make a change to your listing in the Directory (this includes changing the URL, title, and/or description of the existing site), you must use the change form NOT Yahoo! Express. IF YOU SUBMIT CHANGE REQUESTS THROUGH YAHOO! EXPRESS YOU WILL BE CHARGED THE THEN-CURRENT, APPLICABLE CONSIDERATION FEE, AND THE CHANGES YOU SUBMIT WILL NOT BE MADE.

3.0 MINIMUM SITE CRITERIA

3.1 All web sites submitted to Yahoo! Express must meet the following minimum criteria:

• If the site is a commercial web site, the official business name must be visible to any visitor to that site;
• The site must clearly define its purpose, products, and/or services;
• The site must not already appear in the Directory;
• The site must contain substantively unique content, as determined by Yahoo!'s editorial staff (for example, a user who submits multiple URLs to the same content is not submitting substantively unique content);
• If the site is applicable to a specific geographic region, the address must be visible to any visitor to that site;
• The site must not contain any parts under construction;
• All links on the site must work (and must link to relevant content);
• The site must be in the English language (or have an English version available);
• The site must support multiple browsers and capabilities (e.g., no Java-only sites);
• The site must be up and running 24 hours a day, 7 days a week;
• The site must not contain any content, products, services or other information that, in Yahoo!'s reasonable determination, may be illegal to sell under any applicable law, statute, ordinance or regulation, that may infringe or violate anyone's rights, or that, Yahoo! believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of Yahoo! Express.

4.0 SELECTION AND LISTING OF SITES

4.1 Yahoo! reserves the right to decide whether, where, and how a site is listed in the Directory. If Yahoo! accepts your site for inclusion in the Directory, Yahoo! will consider your preferences, but reserves the right to list your site in any category or subcategory as Yahoo! deems appropriate, in its sole discretion. Once Yahoo! accepts a site for inclusion in the Directory, that site shall be treated as any other listing in the Directory. Yahoo! reserves the right not to include any specific keywords, comments, or annotations with the listing of a site in the Directory.

4.2 Yahoo! also reserves the right, in its sole discretion, to remove your site from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site.

4.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Yahoo! in writing. Yahoo! reserves the right to withhold approval of any public announcement in its sole discretion.

5.0 FEEDBACK

5.1 Yahoo! will contact Applicant by email describing whether the site has been accepted or rejected. If the site is rejected, Applicant is entitled to request one reconsideration, or appeal, of the site at no additional charge by sending an email to the address provided by Yahoo!. Yahoo! must receive the Applicant's email within thirty days from the date that Yahoo! transmits the rejection email to the Applicant. If the request is timely received, Yahoo! will again review the Applicant's site and will then notify Applicant of its final decision regarding including the site in the Directory. If Yahoo! reaffirms its denial of the site, no further appeals or submissions will be considered.

5.2 If Yahoo! accepts a suggested site, Applicant is entitled to request one reconsideration of the placement of the site, comment fields, title, etc, at no additional charge by sending an email to the address provided by Yahoo!. Yahoo! must receive the Applicant's email within thirty days from the date that Yahoo! transmits the acceptance email to the Applicant. If the request is timely received, Yahoo! will again review the Applicant's site and will then notify Applicant of its final decision regarding the site. Once a site is included in the Directory, if Applicant makes any substantial changes to the site, Applicant must comply with Yahoo!'s standard change process form to make any changes to the listing in the Directory.

6.0 APPLICANT PRIVACY

6.1 Yahoo! maintains information about Applicant on Yahoo! servers, including but not limited to Applicant's registration information. Applicant agrees that Yahoo! may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that Yahoo! may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of Yahoo! or others; provided, however, that nothing in this section shall impose a duty on Yahoo! to make any such disclosures.

6.2 Yahoo! may contact Applicant regarding Yahoo! Express using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from Yahoo! or Yahoo!'s advertisers.

7.0 INDEMNITY

Applicant agrees to indemnify, defend and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. Yahoo! reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

8.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

Subject to any restrictions in law, the Service is provided on an "as is" and "as available" basis without warranties of any kind. Neither this Agreement nor any documentation furnished under it is intended to express or imply any warranty that the Service will be uninterrupted, timely or error-free. Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, shall not be liable, under any circumstances or legal or equitable theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special, incidental or consequential damages of any character, even if Yahoo! is aware of the risk of such damages, that result in any way from Applicant's use of or inability to use this Service, Yahoo!'s acceptance or rejection of a suggested site, or Yahoo!'s continued listing of a site in the Directory. Subject to any restrictions in law, Yahoo!s liability to Applicant shall not, for any reason, exceed the amount actually paid by Applicant to yahoo! under this Agreement.

9.0 FORCE MAJEURE

Yahoo! is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

10.0 NOTICES

Any notices or communications under the Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Yahoo!, such notices shall be addressed to
au-bizex@yahoo-inc.com or to Yahoo! Express Producer at Yahoo! Australia & NZ, PO Box 884, North Sydney, NSW, 2059. If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that Yahoo is notified of any changes to Applicant's address as specified in this Section.

11.0 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the Yahoo! Terms of Service and the Yahoo! Privacy Policy.

12.0 GENERAL

The Agreement and the relationship between Applicant and Yahoo! are governed by the laws of New South Wales, Australia. Yahoo!'s failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision and in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect.