AEInbox^® USER AGREEMENT

IMPORTANT - READ CAREFULLY

This User Agreement ("Agreement") is a binding legal contract between you, both individually and on behalf of any entity that has authorized you to access this website (this "Site"), and FreeWheel Advertisers, Inc. ("FWA").

CONSENT. Welcome to FWA’s AEInbox®. This Agreement governs your use of this Site as a visitor or registered user. By using the services provided through or in connection with this Site (collectively, the "Services"), you acknowledge that you have read and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not access this Site or use the Services, and refrain from accessing or conducting transactions on this Site. FWA may amend this Agreement at any time in its discretion by posting new terms on this Site. Your use of this Site after such changes are implemented constitutes your acknowledgment and acceptance of such changes. All such changes are hereby incorporated into this Agreement. Periodically visit this Site to review the current terms and conditions to which you are bound.

REGISTRATION AND USE. This Site is designed for participating media sellers and their customers (i.e., advertising agencies and other purchasers of media) (collectively, "Users") to offer for sale and purchase of media ("Media"). To access this Site and the Services it has to offer, you may be asked to provide certain registration details. It is a condition of your use of this Site that all the information you provide will be correct, current and complete. You agree to maintain and keep your registration data current. You may post content or view content posted by other Users on this Site, and you may act as a seller or buyer and correspond with, participate in and conduct transactions with other Users. Your use of the Services must be lawful, and not infringe the rights of others, and consistent with the terms and conditions of this Agreement. FWA does not monitor such content or transactions. The terms of service established by third parties govern all transactions created through the Services. By participating in a transaction through the Services of this Site, you agree and accept any terms of service established by third parties. FWA assumes no liability, obligation or responsibility in connection with any transaction between you and the Users of this Site. If you breach any provision of this Agreement, your ability to use this Site or the Services may be terminated. You acknowledge and agree that FWA may, in its sole discretion, change, suspend or terminate your ability to use the Services on this Site at any time, for any reason, without notice to you and without liability to you or any other person; provided, however, you agree that you remain liable and will pay FWA any fees due to FWA for any Services you receive prior to the termination date.

LIMITATION ON USE. Notwithstanding anything contained in this Agreement to the contrary, AEInbox® is designed to be an online connection between a media buyer and a media sales agent for a particular station or type of media. This Agreement does NOT provide a grant of permission for use of this Site by large media groups, representation firms or sellers of multi-station, multi-market media, including, but not limited to, a) owner or non-owner media representation firms selling media in multiple markets or more than eight (8) stations/zones in a single market, or b) individual media sellers representing more than one (1) market or more than eight (8) stations within a single market, collectively, (“Users in Violation”). Users in Violation must enter into a separate contract with FWA to continue use of the Services which will be subject to additional terms and conditions at FWA’s discretion.

AEInbox® IS ONLY A VENUE. This Site acts as an on-line marketplace for Users. FWA is an intermediary between Users and does not buy or sell Media. FWA is not involved in the actual transaction between Users, and has no responsibility or liability with respect to any part of the transaction or any issues related directly or indirectly to such transaction. FWA does not endorse, warrant or guarantee the products and services of any User, and is not responsible or liable for any information or other materials displayed, or products and services purchased or obtained by you from this Site. FWA does not guarantee the identities of Users or the accuracy of the information supplied by Users. Nothing on this Site contains an offer, promise or commitment from FWA to make available specific Media, or that any participating User will make any product or service available, or on any specific terms. FWA has no control over the business practices of buyers and sellers, and is not liable for any acts or omissions of any User of this Site. You agree to notify FWA of any activity that you believe is fraudulent, deceptive or misleading. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of transactions conducted through this Site. Any information on this Site (including availability of Media can change without notice.

CHANGES. FWA retains the right to change or discontinue any aspect, availability or feature of this Site or the Services for any reason at any time.

CONFIDENTIALITY. FWA will not disclose to any third party, other than third parties which are part of or connected with the transactions and exchange of information contemplated by this Site and the services provided by FWA (including, without limitation, advertising agencies and their agents and customers), any of your data or information received from you or sent to you via the Site that is a confidential and proprietary trade secret and not in the public domain.

WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT USE OF THIS SITE AND THE SERVICES IS AT YOUR OWN RISK, AND ARE PROVIDED BY FWA ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FWA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FWA DOES NOT WARRANT THAT THIS SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FWA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AS TO CONFIDENTIALITY OR PRIVACY OF ANY OF USER'S INFORMATION OR REGISTRATION DATA, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND FWA MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. FWA USES A VARIETY OF SECURITY MEASURES TO HELP PROTECT AGAINST THE LOSS, MISUSE OR ALTERATION OF INFORMATION THAT WE HAVE COLLECTED FROM THIS SITE. ALTHOUGH WE TAKE REASONABLE STEPS TO PROTECT SUCH INFORMATION, NO METHOD OF TRANSMITTING OR STORING ELECTRONIC DATA IS EVER COMPLETELY SECURE, AND WE THEREFORE CANNOT GUARANTEE THAT SUCH INFORMATION WILL NEVER BE ACCESSED, AND WE MAKE NO WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, THAT WE WILL PREVENT UNAUTHORIZED ACCESS TO SUCH INFORMATION. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. FWA DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET. FWA MAKES NO WARRANTY REGARDING ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH THIS SITE, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, AND IS NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY OTHER USERS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FWA OR THROUGH THIS SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

LIMITATION OF LIABILITY. FWA, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, "AFFILIATES") WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, LOSS OF PROFITS, USE, DATA OR OTHER DAMAGES, EVEN IF FWA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

RELEASE. If you have a dispute with one or more Users, you release FWA and its Affiliates from claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such dispute.

INDEMNITY. You agree to indemnify and hold FWA and its Affiliates harmless from any breach of this Agreement by you, or your violation of any law or the rights of a third party, including without limitation, any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees in connection therewith.

NO AGENCY. No agency, partnership or joint venture is intended or created by this Agreement.

GENERAL TERMS. This Agreement will be governed and interpreted pursuant to the laws of the State of Illinois, notwithstanding any principles of conflicts of law. You specifically consent to the personal jurisdiction of Illinois in connection with any dispute between you and FWA arising out of this Agreement or pertaining to the subject matter hereof. The exclusive venue for any dispute arising out of this Agreement or pertaining to the subject matter of this Agreement will be in the state and federal courts in Chicago, Illinois. Headings are for reference purposes only and do not limit the scope or extent of such section. If any part of this Agreement is void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. FWA’s failure to act with respect to a breach by you or others does not waive FWA’s right to act with respect to subsequent or similar breaches. FWA may amend this Agreement at any time by posting the amended terms on this Site. This Agreement may not be otherwise amended except in writing signed by you and FWA. You expressly acknowledge and agree that the provisions of this Agreement, which by their express or implied terms extend beyond the termination or expiration of this Agreement, shall continue in full force and effect notwithstanding the termination or expiration of this Agreement. This Agreement sets forth the entire understanding and agreement between you and FWA with respect to the subject matter hereof.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.