Hy Lit Radio Technologies Inc. *Your Display Carousel, * (Patent Pending). Program Policies, Term of Service.

Website owners who subscribe to the Hy Lit Radio Technologies Inc. *Your Display Carousel systems and programs are required to adhere to the following policies. We ask that you read these policies carefully and refer to this document often. If you fail to comply with these policies, we may suspend or disable *Your Display Carousel and/or deactivate your Hy Lit Radio Technologies Inc. account. While in many cases we prefer to work with subscribers to achieve policy compliance, we reserve the right to disable any account at any time. If your account is disabled, you will be required to re-register your Hy Lit Radio Technologies Inc. Account to continue participating or using *Your Display Carousel.

Please note that we may change our policies at any time, pursuant to *Your Display Carousels Terms of Service. It is your responsibility to keep up to date with and adhere to the policies posted here. Accordingly, we advise and encourage subscribers to review these policies regularly.

Site Content:

While Hy Lit Radio Technologies Inc. offers broad access to a variety of content in the search index, subscribers to the *Your Display Carousel program may only place *Display Carousels on sites that adhere to our content guidelines.

Third party advertisers:

All third party advertising on *Your Display Carousel should be facilitated through the Third party advertising link in or on the *Display Carousel. These links automatically appear in the *Display Carousel. Additional links may be found in the 'Setup Code' function of your account. You may install them on your site to give greater visibility to your potential advertisers. You set the price you wish to charge your advertisers commensurate with the activity and traffic on your site. You will be required to supply a mailing address to receive applicable revenue payments. (See section 2 below)

Subscriber sites and host sites incorporating a *Your Display Carousel may not contain:

· Violent content, racial intolerance or advocacy against any individual, group, or organization

· Objectionable Pornographic, adult, or mature content

· Hacking/cracking content

· Illicit drugs and drug paraphernalia

· Excessive Objectionable profanity

· Unregulated Gambling

· Content regarding programs, which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails

· Excessive, repetitive, or irrelevant keywords in the content or code of web pages

· Deceptive or manipulative content or construction to deceptively improve your site's search engine ranking, e.g., your site's Page Rank

· Sales or promotion of weapons and/or ammunition (e.g., firearms, fighting knives, stun guns)

· Sales or promotion of prescription drugs, herbal supplements, or breast and/or penis enlargement products

· Sales or promotion of products that are replicas or imitations of designer goods

· Sales or distribution of term papers or student essays

· Any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others

Copyrighted Material:

Subscribers may not locate their *Display Carousels on web pages with unauthorized copyrighted content, and may not display such content on their *Display Carousels, unless they have the necessary legal rights to display that content.

Site and *Display Carousel Use Guidelines:

Sites containing *Your Display Carousels should be easy for users to navigate and should not contain excessive pop-ups. *Display Carousel function and/or programming code may not be altered, nor may *Display Carousel content behavior be manipulated in any way that is not explicitly permitted by Hy Lit Radio Technologies, Inc.

· Sites containing *Display Carousels may not contain pop-ups or pop-unders that interfere with site navigation, change user preferences, or interfaces, or initiate downloads.

· *Your Display Carousel must be pasted directly into WebPages without modification. *Display Carousel participants are not allowed to alter any portion of the underlying code or to change the function/behavior of the *Display Carousel.

· Neither the *Display Carousel nor its underlying code may be integrated into a software application.

· WebPages advertised on or containing *Your Display Carousels may not be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation.

This *Display Carousel Subscriber Agreement is a legal agreement between you (“Subscriber”) and Hy Lit Radio Technologies, Inc. (Provider) This *Display Carousel Subscriber Agreement specifies the terms of service for *Your Display Carousel, including your access to the payment processing service used for payment of your subscription fees and third party advertiser fees generated by your sales of advertising on *Your Display Carousel. In order subscribe to the *Your Display Carousel program and to solicit third party advertising on *Your Display Carousel, you are required to register with Hy Lit Radio Technologies, Inc. and to establish an Account. You should review this entire agreement before you decide whether to accept its terms and continue with the registration process.

BY CLICKING ON THE "I HAVE READ AND I AGREE TO THESE TERMS OF SERVICE" BOX ON THE REGISTRATION PAGE AND CLICKING ON THE "NEXT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN THIS *DISPLAY CAROUSEL SUBSCRIBER AGREEMENT.

Hy Lit Radio Technologies Inc. *Your Display Carousel, * (Patent Pending). Subscriber Agreement:

SECTION 1 DEFINED TERMS:

1.1 “*Display Carousel Agreement” means, collectively, the *Display Carousel Advertising and/or Subscriber program terms entered into by and between you and Hy Lit Radio Technologies, Inc..

1.2 “Beta Features” means those features of the *Display Carousel Program identified by Hy Lit Radio Technologies, Inc. as beta or unsupported in any then current technical documentation

1.3 “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

1.4 “Buyer” means a Customer that uses the incorporated payment processing Service to make Payment Transactions for *Display Carousel advertising.

1.5 “Customer” means a person or entity that registers with the Service as a Buyer or a Subscriber.

1.6 “Disputes” means any transactions, agreements, litigation, arrangements and/or other disputes between Customers or other third parties arising from use of the Service, except if arising solely from the malfunction of the Service.

1.7 “Hy Lit Radio Technologies, Inc.” means Hy Lit Radio Technologies, Inc., a Delaware Corporation, or its affiliates

1.8 “Hy Lit Radio Technologies, Inc. Web Site” means the web site pages of any Hy Lit Radio Technologies, Inc. - owned domain, including all sub-domains and directories thereof, and all successor sites thereto.

1.9 “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

1.10 “Payment Account” means the credit card account, debit card account or other payment instrument that is registered by a Customer with the Service and accepted by Hy Lit Radio Technologies, Inc., to facilitate the processing of Payment Transactions.

1.11 “Payment Transaction” means the processing of a payment through the Service that results in the debiting or charging of the Purchase Amount to a Buyer's Payment Account and/or the issuance of funds to a Subscriber's Settlement Account.

1.12 “Product” means any advertising, digital or physical merchandise, good, or service that is sold on a Subscriber Web Site or a Hy Lit Radio Technologies, Inc. Web Site that a Buyer may pay for using the Service.

1.13 “Purchase Amount” means the monetary amount of a Payment Transaction to pay for a Product, and any related fees, taxes, shipping charges or handling charges, as applicable.

1.14 "Reserve Requirement" means a monetary amount that Hy Lit Radio Technologies, Inc. may withhold of any portion of payments payable to Subscriber with respect to the processing of Payment Transactions pursuant to this Agreement.

1.15 “Subscriber Web Site” means the web site page(s) of Subscriber that offer Products that can be paid for by means of the Service, including but not limited to *Your Display Carousel third party advertising sales.

1.16 “Service” means the service, described in this Agreement that facilitates the processing of Payment Transactions on behalf of Subscriber to complete a payment for a purchase between Subscriber and Buyer.

1.17 “Service Disputes” means any transactions, agreements, litigation, arrangements and/or other disputes between Hy Lit Radio Technologies, Inc. and Buyers arising from the malfunction of the Service, only to the extent that the Service Dispute is not a Dispute.

1.18 “Service Fee” means the fees charged by Hy Lit Radio Technologies, Inc. for the Service, as described in Section 6 herein.

1.19 “Settlement Account” means the deposit account of Subscriber maintained at a financial institution located in the United States that is designated by the Subscriber and approved by Hy Lit Radio Technologies, Inc. for receipt of funds from the processing of Payment Transactions generated by the sale of third party advertising on *Your Display Carousel.

SECTION 2 *YOUR DISPLAY CAROUSEL FEATURES AND PAYMENT TERMS

2.1 *Your Display Carousel. *Your Display Carousel is an advance *Patent Pending software system developed by Hy Lit Radio Technologies, Inc. (*patent pending) which displays pictures, video, advertising, music, and news content on your personal blogs or websites. As a Subscriber, you may install *Your Display Carousel to a website. You can then upload the content of your choice, subject to applicable Hy Lit Radio Technologies, Inc. *Display Carousel usage policies, to display on *Your Display Carousel. Buyers of advertising on *Your Display Carousel will pay for such advertising at Subscriber-established rates using the *Your Display Carousel payment processing service. You may set the rates you wish to charge your advertisers in the 'set up function of *Your Display Carousel's account. Hy Lit Radio Technologies, Inc. will retain Twenty-Five Percent (25%) of all Subscriber *Your Display Carousel advertising revenues, and will send a check to the Subscribe the remaining Seventy-Five Percent (75%) of advertising revenues, once within every forty five (45) days either on the first or fifteenth of the month.

2.11 Third party advertisers:

All third party advertising on *Your Display Carousel should be facilitated through the Third party advertising link in or on the *Display Carousel. These links automatically appear in or on the *Display Carousel. Additional links may be found in the 'Setup Code' function of your account. You may install them on your site to give greater visibility to your potential advertisers. You set the price you wish to charge your advertisers commensurate with the activity and traffic on your site. You will be required to supply a mailing address to receive payment of the applicable third party advertisers on *Your Display Carousel. (See section 3.2 below)

2.2 Subscriber Service Description. Subscriber hereby acknowledges and agrees that: (i) Subscriber's sales of advertising and any other Products are transactions between the Subscriber and the Buyer, and not with Hy Lit Radio Technologies, Inc. or any of Hy Lit Radio Technologies, Inc.'s affiliates; (ii) Hy Lit Radio Technologies, Inc. is acting as a third-party service provider facilitating Payment Transactions for Subscriber, and is not a party to any Payment Transaction; (iii) Hy Lit Radio Technologies, Inc. is not a Buyer or a Subscriber in connection with any Payment Transaction, unless expressly designated as such in the listing of the Product on a Hy Lit Radio Technologies, Inc. Web Site or its terms of service; (iv) Hy Lit Radio Technologies, Inc. shall not be responsible for, and does not control, the quality, safety or legality of the Products advertised, the truth or accuracy of the description of the Products, the ability of Subscribers to sell Products, or the ability of Buyers to buy Products; and (v) Hy Lit Radio Technologies, Inc. shall not be responsible for, and does not control, whether or not a Buyer will complete the purchase of or payment for advertising or any other Products that Buyer agreed to purchase from Subscriber. When Buyer seeks to pay for a purchase with a Payment Account, the Service shall process the Payment Transaction on behalf of the Subscriber through the appropriate payment processing network, including without limitation credit card or debit card networks.

2.3 Permissible Payment Transactions. Subscriber shall only use the Service to process a Payment Transaction for advertising or any other Product that is purchased by a Buyer through a legitimate, bona fide sale of the Product. A Payment Transaction may not be submitted for processing through the Service until Subscriber has: (i) completed the purchase transaction; (ii) shipped or otherwise provided any purchased goods to the Buyer; or (iii) provided the purchased advertising or service. The Service may not be used to process a Payment Transaction for Subscriber, or otherwise transfer money between a Buyer and Subscriber, which does not directly result from a Buyer's purchase of *Display Carousel advertising or another authorized Product. Subscriber shall not use the Service to provide cash advances to Buyers or to facilitate the purchase by Buyers of cash equivalents (e.g., traveler's checks, prepaid cards, money orders, etc.), provided however, that Subscriber may use the Service to facilitate the purchase by Buyer(s) of a coupon, gift certificate or other stored value card as permitted pursuant to applicable policies. Hy Lit Radio Technologies, Inc. may establish general practices and limits concerning use of the Service, including without limitation individual or aggregate transaction limits on the dollar amount or number of Payment Transactions during one or more specified time periods. Subscriber may not use the Service to process Payment Transactions in connection with the sale or exchange of any illegal or prohibited goods or services or any other underlying illegal transaction. A list of prohibited products and services can be found here (LINK) (“Prohibited Product List”). Failure to comply with applicable policy regarding the Prohibited Product List may result in suspension or termination of Subscriber's access to the Service in addition to or in lieu of the fees and fines otherwise provided for in this Agreement.

2.4 Limitations on the Use of Service. Subscriber shall comply with any usage policies and limits concerning use of the Service as requested and/or updated by Hy Lit Radio Technologies, Inc. from time to time, including without limitation: (i) Hy Lit Radio Technologies, Inc.'s technical and implementation requirements (as may be updated from time to time); (ii) Hy Lit Radio Technologies, Inc.'s brand treatment or service-mark guidelines for the Service; (iii) Hy Lit Radio Technologies, Inc. Web Site terms of use (as may be updated from time to time), (iv) Hy Lit Radio Technologies, Inc. requirements for data security; and (v) operating rules and/or policies of the card associations or networks that are used to process the Payment Transactions. Subscriber's Payment Transactions may be protected pursuant to the terms and conditions of Hy Lit Radio Technologies, Inc. chargeback resolution policies (as may be updated from time to time) (“Chargeback Resolution Policy”). Hy Lit Radio Technologies, Inc. shall reserve the right to change, suspend or discontinue the Service, in whole or in part, as necessary to perform maintenance or updates to the Service. Hy Lit Radio Technologies, Inc. shall have the right to impose limits on certain features or restrict access to parts or all of the Service without notice and without liability. Hy Lit Radio Technologies, Inc. may decline to process any Payment Transaction without prior notice to Subscriber or Buyer in connection with, without limitation, fraud prevention activities, requirements of applicable law or Hy Lit Radio Technologies, Inc. 's policies. Subject to the foregoing, Hy Lit Radio Technologies, Inc. shall not be obligated to credit Subscriber for a Payment Transaction if Hy Lit Radio Technologies, Inc. has not received valid funds through Buyer's Payment Account for the Payment Transaction.

2.5 Prohibited Actions. In addition to the other requirements set forth in this Agreement and unless otherwise expressly permitted in writing by Hy Lit Radio Technologies, Inc., Subscriber shall not: (a) establish a minimum or maximum Payment Transaction amount as a condition for Buyer's use of the Service to pay for *Display Carousel advertising or any other Product; (b) require Buyer to provide Subscriber with the account numbers of any credit card, debit card or other Payment Account; (c) add any Service use or other surcharge to a Payment Transaction; (d) separately process as a Payment Transaction the amount of any tax applicable to a purchase of advertising or a Product; (e) submit to the Service a Payment Transaction that was previously rejected for processing or previously returned as a chargeback; or (f) permit the use of the Service for payment of any debt owed to Subscriber by Buyer or any returned/dishonored check.

2.6 Beta or Unsupported Features. The Service made available to Subscriber by Hy Lit Radio Technologies, Inc. may include Beta Features. Subscriber understands and agrees that Beta Features are provided “as is” and any use thereof shall be undertaken solely at Subscriber's own risk. Hy Lit Radio Technologies, Inc. reserves the right, in its sole discretion, to include or cease providing Beta Features as part of the Service at any time.

SECTION 3 PAYMENT PROCESSING SERVICE IMPLEMENTATION

3.1 Subscriber Compliance. Subscriber shall ensure that there is no use of or access to the Service through Subscriber Web Sites which do not carry *Your Display Carousel or which are not otherwise in compliance with the terms of this Agreement or not otherwise approved by Hy Lit Radio Technologies, Inc. and Subscriber shall monitor and disable any such access or use by unauthorized parties (including without limitation any third party sites). Hy Lit Radio Technologies, Inc. may send test queries to or conduct quality review of the Subscriber Web Site(s) at any time to verify Subscriber's compliance with the requirements of this Agreement and applicable *Display Carousel use policies.

3.2 Implementation Setup. As part of Subscriber's implementation of the Service on the Subscriber Web Site, and as a condition to Hy Lit Radio Technologies, Inc. providing the Service, You will receive an e-mail when a payment is ready and Subscriber shall establish, register and maintain a Payment address Account with Hy Lit Radio Technologies, Inc.

The use of the Payment Account shall be subject to the standard terms and conditions of the account (as may be updated from time to time). Subscriber also authorizes Hy Lit Radio Technologies, Inc. to obtain from time to time a credit report and/or to otherwise make credit or other background inquiries on Subscriber as Hy Lit Radio Technologies, Inc. deems necessary or appropriate to assess the Subscriber's eligibility for the Service, or to review of Subscriber's continued use of the Service. Subscriber agrees to provide current, complete, and accurate registration information and Payment Account and Settlement Account information and to update such information to maintain it as current and accurate. Hy Lit Radio Technologies, Inc. may require Subscriber to provide additional information from time to time as a condition of continued use of the Service, or to assist Hy Lit Radio Technologies, Inc. in determining whether to permit Subscriber to continue to use the Service.

3.3 Updates. If Hy Lit Radio Technologies, Inc. updates *Your Display Carousel software or its technical or implementation specifications for the payment processing Service (including, without limitation, by way of updating the Hy Lit Radio Technologies, Inc. Data Protocol or by way of requiring changes to the look and feel labeling, branding or attribution) from time to time as contemplated herein, Subscriber shall implement such updates or modifications as soon as reasonably practical, but in any event within ninety (90) days from the date Subscriber receives notice thereof; provided, however, that updates or modifications to the look and feel, labeling, branding or attribution shall be implemented within thirty (30) days of the date Subscriber receives notice thereof.

3.4 Notice of System Changes. Subscriber will provide Hy Lit Radio Technologies, Inc. with sixty (60) days' advance notice of any change in the code or serving technology used to implement the Service that could reasonably be expected to have the potential to adversely affect the Service or processing of Payment Transactions (it being understood that notice will in no event relieve Subscriber of its obligations under this Agreement).

SECTION 4 ADDITIONAL SERVICE TERMS

4.1 Not A Banking Institution. Subscriber hereby acknowledges and agrees that (i) Hy Lit Radio Technologies, Inc. offers the Service to facilitate the processing of Payment Transactions for Subscribers for payment of Buyers' advertising and other approved Product purchases, (ii) Hy Lit Radio Technologies, Inc. processes Payment Transactions on behalf of Buyers and Subscribers and is authorized to receive funds on behalf of Subscribers, (iii) Hy Lit Radio Technologies, Inc. is not a bank or other chartered depository institution, and (iv) funds held by Hy Lit Radio Technologies, Inc. or its service providers (including any bank service providers) in connection with the processing of Payment Transactions are not deposit obligations of Subscriber, and are not insured for the benefit of Subscriber by the Federal Deposit Insurance Corporation or any other governmental agency.

4.2 Unclaimed Property. Subscriber acknowledges and agrees that if: (i) Hy Lit Radio Technologies, Inc. is holding funds that are due to Subscriber arising from a Payment Transaction processed through the Service or otherwise; (ii) Hy Lit Radio Technologies, Inc. is unable to contact Subscriber; and (iii) Hy Lit Radio Technologies, Inc. has no record of Subscriber's use of the Service for several years, then Hy Lit Radio Technologies, Inc. may be required under applicable law to report the balance of such funds as unclaimed property. In the event of the foregoing, Hy Lit Radio Technologies, Inc. will try to locate Subscriber at the last Subscriber's mailing address shown in Hy Lit Radio Technologies, Inc. records and, if Hy Lit Radio Technologies, Inc. is unable to locate Subscriber, Subscriber acknowledges and agrees that Hy Lit Radio Technologies, Inc. may be required to deliver any such funds to the applicable state as unclaimed property; provided, however that Hy Lit Radio Technologies, Inc. may deduct a dormancy fee and other administrative charges from such unclaimed funds, as permitted by applicable law.

4.3 No Endorsement. Subscriber acknowledges and agrees that Hy Lit Radio Technologies, Inc. does not represent or endorse the safety, quality, accuracy, reliability, integrity or legality of any Product, the truth or accuracy of the description of Products, Buyer Information, advice, opinion, offer, proposal, statement, data or other information (collectively, "Content") displayed or distributed, purchased or paid through the Service or the Hy Lit Radio Technologies, Inc. Web Sites. Hy Lit Radio Technologies, Inc. hereby disclaims any liability or responsibility for errors or omissions in any Content or in the Service. Hy Lit Radio Technologies, Inc. reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that Hy Lit Radio Technologies, Inc. determines, in its sole and absolute discretion, is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.

4.4 No Representation Regarding Customer Identity. Hy Lit Radio Technologies, Inc. shall have no responsibility to Subscriber or any other person to investigate the background of, or confirm the identity of, other Customers of the Service, except to the extent required by applicable law. Hy Lit Radio Technologies, Inc. may offer a feedback or other ranking system on the Service to assist Subscriber in evaluating other Customers of the Service. Subscriber acknowledges that any such feedback or ranking system represents solely the opinion of other Customers of the Service, and is not an opinion, representation, or warranty by Hy Lit Radio Technologies, Inc.

4.5 Disputes. Subscriber hereby acknowledges and agrees that: (i) except as expressly provided for in the Chargeback Resolution Policy or as required by card association or network rules, Hy Lit Radio Technologies, Inc. is not a party to and shall not be responsible for any Disputes; and (ii) that with respect to any such Dispute, Subscriber shall comply with such dispute policies as provided by Hy Lit Radio Technologies, Inc. from time to time. Notwithstanding the foregoing, Hy Lit Radio Technologies, Inc. will assist Customers in communicating with each other to resolve a dispute that may arise between Buyers and Subscribers with respect to a Payment Transaction. Unless otherwise expressly waived by Hy Lit Radio Technologies, Inc., Subscriber agrees to release, and does hereby release, Hy Lit Radio Technologies, Inc. and its affiliates, its and their agents, contractors, officers and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Disputes. Notwithstanding the foregoing, Hy Lit Radio Technologies, Inc. shall be responsible for any Service Disputes; provided, however, that Subscriber shall provide reasonable assistance to Hy Lit Radio Technologies, Inc., if necessary, to investigate the Service Dispute. In the event of a Service Dispute, Hy Lit Radio Technologies, Inc. agrees to release, and does hereby release, Subscriber and its affiliates, and its and their agents, contractors, officers and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such Service Disputes. If Subscriber is a California resident, Subscriber hereby expressly waives California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

SECTION 5 LABELING, BRANDING, AND ATTRIBUTION

5.1 License to Hy Lit Radio Technologies, Inc. Brand Features. In accordance with the terms and conditions of this Agreement, Hy Lit Radio Technologies, Inc. grants Subscriber a limited, nonexclusive and non-assignable license during the term of this Agreement to display those Hy Lit Radio Technologies, Inc. Brand Features provided to Subscriber by Hy Lit Radio Technologies, Inc. solely for use in connection with the implementation of *Your Display Carousel and the payment processing Service, and promotion of *Your Display Carousel advertising and the Service on Subscriber Web Site(s). Each implementation of *Your Display Carousel and the payment Service on a Subscriber Web Site, and use of any applicable Service logo provided by Hy Lit Radio Technologies, Inc. to Subscriber, shall conform at all times during the term of this Agreement to applicable branding and attribution guidelines and policies (as may be updated from time to time). Notwithstanding anything to the contrary, Hy Lit Radio Technologies, Inc. may revoke the license granted herein to use Hy Lit Radio Technologies, Inc. Brand Features upon providing Subscriber with written notice thereof. Furthermore, in its use of any Hy Lit Radio Technologies, Inc. Brand Feature, Subscriber agrees to adhere to Hy Lit Radio Technologies, Inc. then-current Brand Feature use policies and any content contained or referenced therein (each as may be updated from time to time).

5.2 License to Subscriber Brand Features. Subject to the terms and conditions of this Agreement, Subscriber grants to Hy Lit Radio Technologies, Inc. a limited, nonexclusive and non-assignable license during the term of this Agreement to display those Subscriber Brand Features for use in connection with the Service and in order to fulfill its obligations under this *Display Carousel Subscriber Agreement.

5.3 Brand Features Right, Title and Interest. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld. All use by Hy Lit Radio Technologies, Inc. of Subscriber Brand Features (including any goodwill associated therewith) shall inure to the benefit of Subscriber, and all use by Subscriber of Hy Lit Radio Technologies, Inc. Brand Features (including any goodwill associated therewith) shall inure to the benefit of Hy Lit Radio Technologies, Inc. No party shall challenge or assist others to challenge the Brand Features of the other party (except to protect such party's rights with respect to its own Brand Features) or the registration thereof by the other party, nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party.

5.4 Publicity. Neither party shall issue any public announcement regarding the existence or content of this Agreement without the other party's prior written approval. Notwithstanding the foregoing, Hy Lit Radio Technologies, Inc. may include Subscriber Brand Features in presentations, marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted on the Hy Lit Radio Technologies, Inc. Web Sites and screen shots of Subscriber's implementation of the Service).

SECTION 6 SERVICE FEES AND PAYMENT TERMS

6.1 Service Fees. The Service Fees for Payment Transactions shall be as provided and updated from time to time, on the fees page. Hy Lit Radio Technologies, Inc. further reserves the right to earn interest and/or other compensation from its service provider banks or others arising from the processing of Payment Transactions that have not settled to Subscriber.

6.2 Payment Terms. Hy Lit Radio Technologies, Inc. shall hold amounts due and payable to Subscriber, less any applicable Service Fee, separate from Hy Lit Radio Technologies, Inc. 's general corporate funds, and shall not use such amounts for Hy Lit Radio Technologies, Inc. 's corporate operating expenses. Hy Lit Radio Technologies, Inc. shall issue Subscriber a check once every forty-five (45) days, on the 1st or 15th of the applicable calendar month, for *Display Carousel advertising fee Payment Transactions processed in the prior calendar month. Notwithstanding the foregoing, Hy Lit Radio Technologies, Inc. shall not be obligated to (i) settle funds to Subscriber with respect to the processing of any Payment Transaction for which Hy Lit Radio Technologies, Inc. has not received full settlement in final available funds for the processing of that Payment Transaction; or (ii) if Subscriber's earned balance at the time of disbursement or transfer is less than $1.00.

Hy Lit Radio Technologies, Inc. further reserves the right to withhold payment, delay crediting payments or charge payments back to Subscriber's Settlement Account or Payment Account in the event: (i) that Buyer made a claim for a refund; (ii) if Hy Lit Radio Technologies, Inc., in its reasonable discretion, believes that the Payment Transactions (A) are invalid, (B) involve misconduct, fraud, or are through any fraudulent or invalid means (including without limitation the fraudulent use of credit cards, debit cards or other means of payment); or (C) otherwise violate applicable law, this Agreement or other applicable Hy Lit Radio Technologies, Inc. or Service policies; or (iii) of charge backs pursuant to the rules of the card associations. Subscriber agrees to cooperate with Hy Lit Radio Technologies, Inc. and provide such information as reasonably requested by Hy Lit Radio Technologies, Inc. in its investigation of any of the foregoing. Subscriber hereby acknowledges and agrees that Hy Lit Radio Technologies, Inc. may, at its option, offset any payment obligations to Subscriber that Hy Lit Radio Technologies, Inc. may incur hereunder against any subscription or service fees (including Service Fees or late fees) owed and not yet paid by Subscriber under this Agreement or any other agreement between Subscriber and Hy Lit Radio Technologies, Inc., in addition to whatever other rights and remedies Hy Lit Radio Technologies, Inc. may have hereunder or otherwise. In addition, Hy Lit Radio Technologies, Inc. reserves the right to withhold and offset against its payment obligations hereunder, or require Subscriber to pay to Hy Lit Radio Technologies, Inc. (within thirty (30) days of any invoice therefore), any amounts Hy Lit Radio Technologies, Inc. may have overpaid to Subscriber in prior periods. Subscriber understands and agrees that Buyers retain a chargeback right pursuant to card association rules, and that Hy Lit Radio Technologies, Inc. shall have the right but not the obligation to pass charge backs to the Subscriber. Hy Lit Radio Technologies, Inc. reserves the right to deduct the following amounts from the amount of any Payment Transaction(s): (a) any applicable Service Fee and other applicable fees; (b) reversals, refunds, or rejections of prior Payment Transactions; and (c) any other corrections or adjustments to prior Payment Transactions, provided that Hy Lit Radio Technologies, Inc. notifies Subscriber of such deductions.

6.3 Reserve Requirement. Hy Lit Radio Technologies, Inc. reserves the right to impose a Reserve Requirement with respect to Subscriber, either on a temporary or permanent basis or upon Subscriber's participation in the Service. Circumstances where Hy Lit Radio Technologies, Inc. may impose a Reserve Requirement include, but are not limited to: (a) in order to ensure that sufficient funds are available to Hy Lit Radio Technologies, Inc. in the event of charge backs, reversals of Payment Transactions or other Subscriber obligations arising in connection with Payment Transactions; (b) there is a change in Subscriber's financial condition or its payment record with creditors, including but not limited to failure of Subscriber to effectively continue as a going concern or if Subscriber is in default of its obligations under this Subscriber Processing Service Terms of Service, or card association or network rules; (c) Subscriber is receiving excessive charge backs, as determined in the sole discretion of Hy Lit Radio Technologies, Inc.; (d) Subscriber significantly alters the nature of its business or product lines; or (e) if Hy Lit Radio Technologies, Inc. has reasonable grounds to believe that it may be liable to third parties for the provisional or final credit extended to Subscriber. Hy Lit Radio Technologies, Inc. is not responsible to Subscriber or any other person for any losses sustained by Subscriber as a result of the imposition of transaction limits or Reserve Requirements or of other charge backs or reversals.

6.4 Refunds and Adjustments. Subscriber shall disclose its return/cancellation policy to Buyers of Subscriber's *Display Carousel advertising or other Products. If Subscriber allows a price adjustment, credit for paid advertising, the return of Products or cancellation of advertising service or other Products in connection with a Payment Transaction from Buyer, Subscriber shall initiate a re-credit to the Buyer using the refund function of the Service within three (3) days of receiving the Buyer's request for such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Payment Transaction. Subscriber is not allowed to accept cash or any other payment or consideration from a Buyer in return for preparing a refund to Buyer, or to give cash refunds to a Buyer in connection with a Product paid for with a Payment Transaction, unless required by law. If Subscriber's refund policy prohibits returns under certain circumstances, Subscriber may still receive a chargeback relating to such sales pursuant to the rules of the card associations. Hy Lit Radio Technologies, Inc. reserves the right to reject or delay a refund request from Subscriber through the Service if Hy Lit Radio Technologies, Inc. is unable to obtain sufficient funds from Subscriber's Payment Account or otherwise to fund the refund. For the avoidance of doubt, nothing in this Agreement shall constitute a waiver of any rights, claims or defenses that Subscriber may have with respect to a Payment Transaction under the card association rules or applicable state and federal payments laws, such as the federal Truth in Lending Act or the Electronic Fund Transfer Act.

6.5 Taxes and Other Charges. Subscriber shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under the Payment Processing Service described in this Agreement, including penalties and interest, but specifically excluding taxes based upon Hy Lit Radio Technologies, Inc. net income. For purposes of clarification, Hy Lit Radio Technologies, Inc. is not responsible for, and is not the entity collecting sales or income or other taxes with respect to, Payment Transactions. When Hy Lit Radio Technologies, Inc. has the legal obligation to collect any applicable taxes, the appropriate amount shall be invoiced to and paid by Subscriber “net thirty (30) days” from the date of invoice or other notification. Subscriber shall promptly provide Hy Lit Radio Technologies, Inc. with such documentation as may be required by the applicable governmental entity, in order for Hy Lit Radio Technologies, Inc. to process payments hereunder (including, without limitation, a valid certificate of Subscriber's exemption from obligation to pay taxes as authorized by the appropriate governmental entity), and Hy Lit Radio Technologies, Inc. may withhold any payments required to be made hereunder until Subscriber has provided such documentation. Subscriber shall promptly provide Hy Lit Radio Technologies, Inc. with original or certified copies of all tax payments or other sufficient evidence of tax payments at the time such payments are made by Subscriber using the Service.

SECTION 7 CONFIDENTIALITY AND PROPRIETARY RIGHTS

7.1 Confidentiality. Subscriber shall not disclose or cause to be disclosed any Hy Lit Radio Technologies, Inc. Confidential Information without Hy Lit Radio Technologies, Inc. 's prior written consent, except to those employees, agents, representatives, or contractors of the parties who require access to Hy Lit Radio Technologies, Inc. Confidential Information to perform under this Agreement ("Authorized Personnel") and who are bound by written agreement not to disclose third-party confidential or proprietary information disclosed to Subscriber, or as such disclosure may be required by law or governmental regulation. Furthermore, Subscriber acknowledges and agrees that Subscriber is responsible for any act and/or omission of any Authorized Personnel in breach of this section. Subscriber shall protect Hy Lit Radio Technologies, Inc. Confidential Information by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication to any unauthorized third parties. " Hy Lit Radio Technologies, Inc. Confidential Information" includes without limitation: (a) all Hy Lit Radio Technologies, Inc. software, technology, programming, specifications, materials, guidelines and documentation, including but not limited to such information relating to the *Display Carousel and payment processing Service; (b) any information provided pursuant to this Agreement including, without limitation, tangible, intangible, visual, electronic, present, or future information such as: (i) trade secrets; (ii) financial information, including pricing; (iii) technical information, including research, development, procedures, algorithms, data, designs, and know-how; and (iv) business information, including operations, planning, marketing interests, and products; and (c) any other information designated in writing by Hy Lit Radio Technologies, Inc. as "Confidential" or an equivalent designation. Hy Lit Radio Technologies, Inc. Confidential Information shall not include information that: (w) is or becomes publicly available through no act or omission of Subscriber; (x) was in the Subscriber's lawful possession prior to the disclosure and was not obtained by Subscriber either directly or indirectly from Hy Lit Radio Technologies, Inc.; (y) is lawfully disclosed to the Subscriber by a third party without restriction on Subscriber's disclosure, and where Subscriber was not aware that the information was Hy Lit Radio Technologies, Inc. Confidential Information; or (z) is independently developed by the Subscriber without violation of this Agreement. Notwithstanding anything to the contrary, Subscriber shall hold confidential and shall not use, transmit (including for the purpose of sending unsolicited communications), or use such Buyer Information (as defined in the Data Usage Policy). Subscriber acknowledges and agrees that Buyer Information provided to Hy Lit Radio Technologies, Inc. in connection with the Service is subject to the Hy Lit Radio Technologies, Inc. Privacy Policy (as may be updated from time to time), which can be found here (LINK).

7.2 Username and Password Information. In addition to the foregoing, Subscriber shall be responsible for maintaining the confidentiality of its Service username and password. Subscriber is responsible for any and all Service transactions by persons that Subscriber gives access to or that otherwise use such username or password and any and all consequences of use or misuse of such username or password. Subscriber agrees to notify Hy Lit Radio Technologies, Inc. immediately of any unauthorized use of its username or password or any other breach of security regarding the Service of which Subscriber has knowledge.

If Subscriber is a business entity, Subscriber agrees that all officers, employees, agents, representatives and others having access to the Service username or password shall be vested by Subscriber with the authority to use the Service and legally bind Subscriber. Subscriber shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by Subscriber, that access the Service by means of Subscriber's Service username and password.

7.3 Proprietary Rights. Hy Lit Radio Technologies, Inc. and its licensors shall own all right, title and interest, including without limitation all Intellectual Property Rights relating to the *Your Display Carousel program (patent pending) and the payment processing Service (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. Subscriber shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in this Agreement. Subscriber acknowledges and agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the *Display Carousel and/or any other Hy Lit Radio Technologies, Inc. services, software, or documentation, or to create or attempt to create a substitute or similar service or product through use of or access to the *Display Carousel and/or the payment processing Service or proprietary information related thereto. Subscriber shall not remove, obscure, or alter Hy Lit Radio Technologies, Inc. 's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Hy Lit Radio Technologies, Inc. services, software, or documentation. Any rights not expressly granted herein are deemed withheld.

SECTION 8 WARRANTIES AND RELATED DISCLAIMERS

8.1 Representations, Warranties, and Covenants. Subscriber represents, warrants, and covenants that: (a) (i) if an individual, Subscriber is 18 years old or older, or (ii) if a business entity, Subscriber is duly authorized to do business in the United States; (b) Subscriber is capable of and has full power and authority to enter into this *Display Carousel Subscriber Agreement and that upon execution and delivery hereof, this Agreement shall constitute the valid and binding obligations of the Subscriber; (c) Subscriber is a resident of the United States; (d) if Subscriber is a business entity, the employees or officers of Subscriber accessing the Service is/are duly authorized to access the Service and to legally bind Subscriber with respect to this Subscriber Payment Terms of Service and all transactions conducted under Subscriber's username and password; (e) Subscriber owns and controls one hundred percent (100%) of the Subscriber Web Site(s), and otherwise has and shall maintain throughout the term of this Agreement all rights, authorizations and licenses that are required to permit Subscriber to use the Service; (f) the execution and delivery of this Agreement, and the performance by Subscriber of its obligations hereunder, shall not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom; (g) Subscriber shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Subscriber's use of the Service; and (h) Subscriber shall not attempt to initiate or receive a Payment Transaction using the Service that is, or would be, illegal under any applicable law.

8.2 DISCLAIMER OF WARRANTIES. THE *DISPLAY CAROUSEL PROGRAM AND PAYMENT PROCESSING SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE PROGRAM AND SERVICE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Hy Lit Radio Technologies, Inc. AND ITS SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE *DISPLAY CAROUSEL PROGRAM, THE PAYMENT SERVICE, OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE PROGRAM AND SERVICE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICE. HY LIT RADIO TECHNOLOGIES, INC., ITS SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, DISCLAIM WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO THE SERVICE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Hy Lit Radio Technologies, Inc. does not warrant that the functions contained in the Service will be uninterrupted or error free. Hy Lit Radio Technologies, Inc. shall not be responsible for any service interruptions, including, but not limited to, power outages, system failures or other interruptions that may affect the function and display of *Display Carousel advertising and/or the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Service.

SECTION 9 LIABILITY LIMITATIONS AND INDEMNIFICATION

9.1 LIMITATION OF LIABILITY. HY LIT RADIO TECHNOLOGIES, INC., ITS SUBSIDIARIES AND OTHER AFFILIATES, AND THEIR RESPECTIVE AGENTS, CO-BRANDERS OR OTHER PARTNERS, SHALL NOT BE RESPONSIBLE OR LIABLE TO SUBSCRIBER, BUYER OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH SUBSCRIPTION TO AND USE OF THE *DISPLAY CAROUSEL PROGRAM AND/OR THE PAYMENT PROCESSING SERVICE, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD OR PAID FOR BY WAY OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF HY LIT RADIO TECHNOLOGIES, INC., HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. IN NO EVENT SHALL HY LIT RADIO TECHNOLOGIES, INC. 'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS *DISPLAY CAROUSEL SUBSCRIBER AGREEMENT OR THE PAYMENT PROCESSING SERVICE EXCEED THE NET FEES HY LIT RADIO TECHNOLOGIES, INC., HAS ACTUALLY RECEIVED AND RETAINED FROM SUBSCRIBER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING ACCRUAL OF THE RESPECTIVE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each party acknowledges that the other party has entered into this *Display Carousel Subscriber Agreement relying on the limitations of liability stated herein, and that those limitations are an essential basis of the bargain between the parties.

9.2 Subscriber Indemnification. Subscriber shall indemnify, defend and hold harmless Hy Lit Radio Technologies, Inc., its subsidiaries and other affiliates, and its and their officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (including without limitation USA E-Pay) (collectively, the “Hy Lit Radio Technologies, Inc. Indemnified Parties”) from and against any and all claims, demands, causes of action, debt or liability, including reasonable attorneys fees (“Losses”) , including without limitation attorneys fees and costs incurred by the Hy Lit Radio Technologies, Inc. Indemnified Parties, incurred in connection with any third-party claim based upon or otherwise arising out of (i) the Subscriber Web Site(s); (ii) Subscriber's use of the Service, (iii) any breach or non-compliance by Subscriber of this Subscriber Processing Service Terms of Service, any of Hy Lit Radio Technologies, Inc. 's applicable policies, or Subscriber's representations or the provision of warranties contained herein; (iv) any dispute or litigation between a Hy Lit Radio Technologies, Inc. Indemnified Party and a third party caused by Subscriber's actions or omissions; and (v) Subscriber's negligence or violation or alleged violation of any rights of a third party. Hy Lit Radio Technologies, Inc. may join in defense with counsel of its choice at its own expense.

SECTION 10 TERMINATION

10.1 By Subscriber. Subscriber may terminate its use of the *Your Display Carousel Program and payment processing Service at any time, upon providing prior written notice to Hy Lit Radio Technologies, Inc. in accordance with this Agreement or as otherwise permitted by Hy Lit Radio Technologies, Inc. from time to time; provided, however, that any termination pursuant to this Section 10.1 shall be subject to the terms and conditions of this Agreement.

10.2 By Hy Lit Radio Technologies, Inc.. Hy Lit Radio Technologies, Inc. may, in its sole and absolute discretion without liability to Subscriber or any third party, immediately terminate, limit or suspend this *Display Carousel Subscriber Agreement or Subscriber's use of the Service at any time for any reason, including, without limitation, inactivity or violation of this Agreement or other usage policies established by Hy Lit Radio Technologies, Inc. from time to time. Hy Lit Radio Technologies, Inc. also shall be permitted to immediately terminate Subscriber's use of the Service if Subscriber's use of the Service, in the sole and absolute discretion of Hy Lit Radio Technologies, Inc., creates a risk of financial harm or loss of goodwill to Hy Lit Radio Technologies, Inc., the *Display Carousel program, the payment processing Service, or any of the payment card systems used for processing Payment Transactions. If Hy Lit Radio Technologies, Inc. decides to suspend Subscriber's use of the Service, Hy Lit Radio Technologies, Inc. will attempt to notify Subscriber by electronic mail. The suspension of Subscriber's use of the Service will not affect Subscriber's rights and obligations pursuant to this Agreement arising prior or subsequent to such suspension.

10.3 Effect of Termination. Upon expiration or termination of this Agreement or other termination of Subscriber's use of the Service, Hy Lit Radio Technologies, Inc. shall, within approximately ninety (90) days following the end of the calendar month in which Hy Lit Radio Technologies, Inc. recognizes the termination of the Agreement, issue a check or transfer funds electronically, as applicable, to Subscriber for valid Payment Transactions processed during the termination month, but in no event shall Hy Lit Radio Technologies, Inc. make payments for any earned balance less than $1.00. All other obligations of Hy Lit Radio Technologies, Inc. hereunder shall immediately cease. Subscriber shall remain liable for all Payment Transactions, chargeback fees, and any other obligations incurred or accrued by Subscriber. Upon the expiration or termination of the *Display Carousel Subscriber Agreement for any reason: (i) all rights and licenses granted by Hy Lit Radio Technologies, Inc. shall cease immediately; and (ii) Subscriber's rights to use any Hy Lit Radio Technologies, Inc. Brand Features, as permitted under the *Display Carousel Subscriber Agreement, shall cease immediately; (iii) Subscriber shall immediately cease use of the Service to process Payment Transactions; and (iv) Subscriber shall fulfill any outstanding Product purchases. Hy Lit Radio Technologies, Inc. shall have the right to prohibit Subscriber's access to the Service, including without limitation by deactivating Subscriber's username and password, and to refuse Subscriber (or its parent, affiliate or subsidiaries or its or their successors, or if an individual its relatives or known acquaintances) future access to the Service. Subscriber shall return or destroy (and certify to such destruction) all copies of any Hy Lit Radio Technologies, Inc. Confidential Information. Sections 1, 4, 5.4, 6, 8, 9 and 10 shall survive any termination or expiration of this Agreement.

SECTION 11 GENERAL PROVISIONS

11.1 Notice to Hy Lit Radio Technologies, Inc.. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this *Display Carousel Subscriber Agreement to Hy Lit Radio Technologies, Inc. shall be in English and in writing to: Hy Lit Radio Technologies, Inc. Radio Technologies, Inc., 1600 Hagys Ford Road, Penn Valley, PA 19072. Notice to Hy Lit Radio Technologies, Inc. will be deemed given (i) upon receipt when delivered personally or by overnight courier (signature required upon receipt); or (ii) upon verification of receipt of registered or certified mail. Contact information shall be updated as permitted by Hy Lit Radio Technologies, Inc. and as necessary to ensure that each party has current information regarding all such contacts.

11.2 Notice to Subscriber. Hy Lit Radio Technologies, Inc. may communicate with Subscriber regarding the Service by means of electronic communications, including (a) sending electronic mail to the email address Subscriber provided to Hy Lit Radio Technologies, Inc. during registration, or (b) posting of notices or communications on a Hy Lit Radio Technologies, Inc. web site. Hy Lit Radio Technologies, Inc. and Subscriber agree that Hy Lit Radio Technologies, Inc. may communicate by means of electronic communications the following types and categories of communications and records: this *Display Carousel Subscriber Agreement (and revisions or amendments), notices or disclosures regarding the *Your Display Carousel program or advertising, the payment processing Service, payment authorizations, and any other matter relating to Subscriber's use of *Your Display Carousel and the Service. Subscriber is responsible for providing its own hardware, software and electronic access to the Internet in order to use the *Display Carousel program and the payment Service. Subscriber should maintain copies of electronic communications by printing a paper copy or saving an electronic copy on Subscriber's computer. Electronic communications shall be deemed received by Subscriber when Hy Lit Radio Technologies, Inc. sends the electronic communication to the email address of Subscriber provided at the time of registration, or as revised by Subscriber thereafter in accordance with this Agreement, or when Hy Lit Radio Technologies, Inc. posts the electronic communication on a Hy Lit Radio Technologies, Inc. Web Site. For those categories of communications or records, that Hy Lit Radio Technologies, Inc. is otherwise required under applicable law to provide in a written paper form to Subscriber, Hy Lit Radio Technologies, Inc. and Subscriber, agree that Hy Lit Radio Technologies, Inc. may provide such communications or records to Subscriber by means of electronic communications. The following additional terms will apply to such electronic communications: (a) Subscriber may contact Hy Lit Radio Technologies, Inc. to request another electronic copy of the electronic communication without a fee;

(b) Subscriber may request a paper copy of such an electronic communication, and Hy Lit Radio Technologies, Inc. reserves the right to charge Subscriber a fee to provide such paper copy; (c) Subscriber may contact Hy Lit Radio Technologies, Inc. through the Hy Lit Radio Technologies, Inc. web site contact page to update Subscriber's registration information (such as email address) used for electronic communications, or to withdraw consent to receive electronic communications; and (d) Hy Lit Radio Technologies, Inc. reserves the right to terminate Subscriber's use of the Service if Subscriber declines or withdraws consent to receive electronic communications from Hy Lit Radio Technologies, Inc.

11.2 Governing Law; Venue. The laws of Pennsylvania, excluding Pennsylvania's choice of law rules, and applicable federal United States laws shall govern this *Display Carousel Subscriber Agreement. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Montgomery County, Pennsylvania. The parties specifically exclude from application to this *Display Carousel Subscriber Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

11.3 Entire Agreement; Modification. This *Display Carousel Subscriber Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any other prior or collateral agreements (including, as applicable, the prior beta agreement), whether oral or written, with respect to the subject matter hereof. The *Display Carousel Subscriber Agreement (a) shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns; (b) may be executed in counterparts, including facsimile counterparts, each of which will be deemed an original and all of which when taken together will constitute one and the same instrument; and (c) shall be construed as if both parties jointly wrote it. Hy Lit Radio Technologies, Inc. shall have the right, at its sole and absolute discretion, to change, modify, or amend any portion of this Subscriber Agreement at any time by posting notification on a Hy Lit Radio Technologies, Inc. web site or otherwise communicating the notification to Subscriber. The changes will become effective, and shall be deemed accepted by Subscriber, after the initial posting by Hy Lit Radio Technologies, Inc. or the sending by Hy Lit Radio Technologies, Inc. of notification to Subscriber, and shall apply on a going-forward basis with respect to *Display Carousel subscription and advertising transactions initiated after such sending or posting date. In the event that Subscriber does not agree with any such modification, Subscriber shall terminate its use of the Service, which shall be Subscriber's sole and exclusive remedy. Notwithstanding the foregoing, Subscriber acknowledges and agrees that any terms of service or other agreement to be clicked-through or entered into as part of the initial online registration process for the Service shall not constitute a change, modification, amendment, restatement or termination of this Agreement.

11.4 Assignment. Subscriber shall not assign this *Display Carousel Subscriber Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written approval of Hy Lit Radio Technologies, Inc., and any such attempted assignment shall be void. Hy Lit Radio Technologies, Inc. shall have the right to freely assign this *Display Carousel Subscriber Agreement and the rights and obligations hereunder, to any third party without requiring the consent of or notice to Subscriber. Subject to the foregoing, this *Display Carousel Subscriber Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. Any attempt by Subscriber to assign this *Display Carousel Subscriber Agreement in violation of this Section shall be void and without effect.

11.5 Risk Allocation. Neither party to this Agreement assumes a risk of any event, foreseeable or unforeseeable and beyond the reasonable control of either party, which has a material effect upon the agreed exchange as recorded in this Agreement. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any foreseeable or unforeseeable condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. Such an event will provide either party with a basis for terminating this contract upon thirty (30) days written or electronically recorded notice to the other party.

11.6 Other Provisions. The failure of Hy Lit Radio Technologies, Inc. to exercise or enforce any right or provision of the *Display Carousel Subscriber Agreement shall not constitute a waiver of such right or provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Unless otherwise expressly stated herein, all amounts stated in this *Display Carousel Subscriber Agreement are denominated in United States dollars. Any URL's provided in this *Display Carousel Subscriber Agreement are incorporated by reference and may be updated by Hy Lit Radio Technologies, Inc. from time to time. The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party. If any provision of this *Display Carousel Subscriber Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this *Display Carousel Subscriber Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. This *Display Carousel Subscriber Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than Subscriber and Hy Lit Radio Technologies, Inc., USA E-Pay, or Hy Lit Radio Technologies, Inc. affiliates, which each shall be a third party beneficiary of this *Display Carousel Subscriber Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.

* (Patent Pending).

Sam Lit
President/CEO
Hy Lit Radio Technologies Inc.
SamLit@HyLitRadioTechnologies.com