This services agreement ("Agreement") between Cardinell Enterprises, LLC, a Maryland LLC, ("FusedSquare.com") and Publisher is based on the date the application is submitted to FusedSquare. In addition you agree to abide by any changes made to this agreement.

Statement of Facts

FusedSquare.com and Publisher have agreed to collaborate in an effort to generate advertising revenue from Publisher web site(s) listed above under Website URL(s). The parties have agreed to execute this Agreement to provide the terms and conditions under which they will proceed with this collaboration.

Agreement

In consideration of the facts stated above and the mutual covenants contained in this Agreement, FusedSquare.com and the Publisher agree as follows:

1. FusedSquare.com Services and Allocation of Advertising Revenue

FusedSquare.com will display ads on Publisher site. FusedSquare.com reserves the right to decide how much the Publisher earns per impression, and FusedSquare.com reserves the right to change the revenue earned by the Publisher and/or the commission FusedSquare takes retroactively.. FusedSquare.com is not required to pay compensation to the Publisher until the ad revenue generated by the Publisher, minus a commission, is equal to or exceeds $50.00 USD. Once payable amount is equal to or exceeds $50.00 USD then FusedSquare.com shall make payment approximately 60 days after the last day of the next calendar month. FusedSquare.com reserves the right to charge back or adjust the amount due to the Publisher in the event of non-payment by any advertiser, the Publisher breaking this Agreement, or the decision of FusedSquare.com. In addition FusedSqure.com reserves the right to alter the date in which it makes the payment.

2. Publisher Covenant

Publisher agrees to abide by all terms and conditions supplied by FusedSquare.com including written instructions, emails, or other communications intended to define appropriate and acceptable use of FusedSquare.com services.

3. Non-disclosure Agreement

Publisher agrees not to disclose information regarding the terms or conditions of this agreement to any unrelated third party. Such information would include rates, terms, specific advertisers, or other special conditions offered to the Publisher by FusedSquare.com in conjunction with this Agreement.

4. Terms and Termination

Except as otherwise provided herein, the term (the "Term") of this Agreement shall be for a period of one month, commencing on the receipt of a signed contract by the Publisher. The Term shall automatically renew for successive one-month increments at the agreed upon commission rate unless either party provides the other with written notice of termination no later than 5 days prior to the date of renewal.

Notwithstanding anything to the contrary contained herein, FusedSquare.com may terminate this Agreement at any time during the Term immediately upon written notice to the Publisher in the event that:

1. Publisher makes (or is discovered to have made) any false representations, reports, or claims to FusedSquare.com or any third party in connection with this Agreement, the services of FusedSquare.com, or FusedSquare.com as a whole;
2. Publisher engages in fraudulent, criminal or negligent conduct or violates any laws in connection with the business relationship of the parties or the performance of its services hereunder;
3. In the event that any Publisher web site(s) contains material deemed inappropriate by FusedSquare.com, in its sole discretion.
4. Publisher becomes insolvent or involved in any liquidation or termination of business, adjudication as bankrupt, assignment or the benefit of creditors, invoking of the provisions of any law for the benefit of debtors, or the subject of a filing against it under any similar laws; or
5. Publisher breaches any provision of this Agreement.

In the event of termination for inappropriate material, FusedSquare.com may, in its sole discretion, elect to withhold and/or void any payments due to the Publisher under this agreement.

5. Relationship Between the Parties

Publisher is an independent contractor under the terms of this Agreement. Publisher is not an agent, partner or employee of FusedSquare.com and its employees are not entitled to the benefits provided by FusedSquare.com to its employees. Nothing in this Agreement shall be construed to hold FusedSquare.com responsible for any worker's compensation, FICA, withholding tax, unemployment compensation, or any other payment for which the Publisher must provide or answer on behalf of its employees. FusedSquare.com and Publisher agree that FusedSquare.com holds all title and rights over the FusedSquare.com services and that no title or rights shall pass to the Publisher hereunder. FusedSquare.com and Publisher agree that the Publisher holds all title and rights over the Publisher's website(s) and the designs posted on such website(s) and that no title or rights shall pass to FusedSquare.com hereunder.

Neither party may use, assign or display the trademarks, trade names or logos (the "Authorized Marks") in which the other party has rights for any purpose without the prior written approval of the other party. Each party acknowledges that the Authorized Marks of the other party are and shall at all times remain the property exclusively of the other party. However, FusedSquare.com does have rights during the duration of this contract, to use the website URL(s) for the Publisher on the FusedSquare.com website or in printed materials to promote their network and sell advertising.

6. Liability

Except as specifically provided in this Agreement, neither FusedSquare.com nor the Publisher shall be liable to the other for any indirect, special, punitive or consequential damages arising under this Agreement or from any breach or partial breach of the provisions of this Agreement or arising out of any act or omission of either party hereto, its directors, officers, employees, servants, contractors and/or agents.

Subject to the limitation on indirect, special, punitive or consequential damages., each party assumes, releases and agrees to indemnify, defend, protect and save the other (including its directors, officers, agents, representatives and employees) harmless from and against any claim, damage, loss, liability, injury, cost and expense (including reasonable attorney's fees and expenses) in connection with any loss or damage of the indemnified party arising out of or resulting in any way from the acts or omissions to act, negligence or willful misconduct of the indemnifying party, its directors, officers, employees, servants, contractors and/or agents in connection with the exercise of its rights and obligations under the terms of this Agreement.

7. Confidentiality

Each party acknowledges that the other party may be disclosing certain confidential and proprietary information in connection with the services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes (the "Confidential Information"). Each party agrees not to use the Confidential Information for their own purposes or benefit or to provide access to the Confidential Information to any third party during the term of this agreement or for a period of five (5) years from the date of termination of this Agreement.

8. Successors and Assigns

All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by the successors and assigns of the parties to this Agreement.

9. Severability

The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement.

10. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland.

Publisher and FusedSquare.com hereby confirm their mutual agreement to the terms listed in this Service Agreement as of the date of the submission of the publisher application.