STREETUNES2GO AFFILIATE AGREEMENT

This agreement, the Streetunes2GO Affiliate Agreement (the "Agreement"), contains the complete terms and conditions that apply to an individual's or entity's participation in the Streetunes2GO Affiliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means EglooMedia INC or any of our affiliate companies, as the case may be, and "you" means the applicant. "Streetunes Site" means the site that has its primary home page identified by the URL www.streetunes.com, and "site" means a World Wide Web site. "Your site" means any site that you will link to the Streetunes Site via a special link.

BY CLICKING THE "I ACCEPT" BOX, YOU WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD SO INDICATE AT THE APPROPRIATE SCREEN AND PROMPTLY DISCONTINUE THE APPLICATION PROCESS.

1. Governing Reference Agreements

The Streetunes Terms and Conditions and the Streetunes Privacy Policy are incorporated herein by this reference. As a participant in the Program you will be bound by the Streetunes Terms and Conditions and the Streetunes Privacy Policy. Capitalized terms used in this Agreement and not defined herein, shall have the meaning ascribed to them in the Streetunes Terms and Conditions. In the event of an inconsistency between this Agreement and the Streetunes Terms and Conditions this Agreement shall control.

2. Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via the Streetunes Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• promote sexually explicit materials
• promote violence
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• promote illegal activities
• infringe or assist others to infringe on any copyright, trademark or other intellectual property rights.

By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

To enroll in the Program you must create a Streetunes2GO Affiliate account ("Account") with us through the online registration process. You must provide us with complete contact and payment information when you open an Account. You are responsible for timely notifying us if any of your contact or payment information changes. If you do not provide us with complete, accurate, and updated contact information, you may not be eligible to receive referral fees based on your participation in the Program.

You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and for all use of your password and Account, including, without limitation, any use by any third party. You must notify us immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. You must notify us immediately if you become aware of any other breach or attempted breach of the security of your Account.

3. Badges on Your Site

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating purchase referrals from your site to the Streetunes Site, to provide on your site special links that, when clicked, will allow visitors of your site to purchase products directly from the Streetunes Site online catalog ("Badges" or, individually, “Badge”). For purposes of this Agreement, any Badge is deemed a link between your site and the Streetunes Site.

We will provide you with tools, guidelines, technical specifications and graphical artwork to use in creating Badges and including them on your site. The Badges will permit tracking, reporting, and referral fee calculations.

You will earn referral fees only on purchases originating from properly formatted Badges. We will not be liable to you for any failure by you to use Badges, including to the extent that such failure may result in any reduction of amounts, which may otherwise be paid to you pursuant to this Agreement. We have the right to require you to remove a Badge at any time for any reason or no reason.

You acknowledge that, by participating in the Program and placing any Badges within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Streetunes Privacy Policy.

You also acknowledge that we may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Badges on your site. Therefore, you agree that we may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring, and that we may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring.

In addition, you acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

Except for the license granted under this Section 3, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Badges, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Streetunes Site domain name.

You agree and acknowledge that you do not obtain under this Agreement, in any manner whatsoever, any rights in any intellectual property, proprietary rights or other rights with respect to the products or services sold through the Badges, and this Agreement does not constitute and will not be construed as a license, sublicense, transfer, resale, assignment or pledge of any such rights.

4. Order Processing

We will process product orders placed by customers who click on Badges placed on your site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, communicate with customers, process payments, and handle customer service. We will track sales made to customers who purchase products by using Badges on your site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

5. Referral Fees

We will pay you, in accordance with Sections 6 and 7 below, referral fees on certain product sales to third parties. For a product sale to be eligible to earn a referral fee, the customer must click on a Badge placed on your site, obtain a password, and purchase the product using that same password. We will only pay referral fees on products after order, payment and delivery have occurred. We will only pay referral fees if the customer is tracked by our system from the time of clicking the Badge to the time of completing the purchase. No referral fee will be paid if a customer cannot be tracked by our system.

Any product sale not originating from a click on a Badge placed on your site will not qualify for a referral fee. We will not pay a referral fee on any product that is purchased by a customer using a password other than the password obtained through clicking on a Badge placed on your site. We will not pay referral fees on any products that are sold after a customer has reentered the Streetunes Site, other than through a Badge on your site, as determined by us, even if the customer previously followed a link from your site to the Streetunes Site.

To permit accurate tracking, reporting and fee accrual, you must ensure that the Badges on your site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the Badges on your site are not properly formatted. We will not be liable for paying referral fees on purchases originating from Badges that you have modified or altered in any way whatsoever, except as prescribed by us.

6. Referral Fee Schedule

During each calendar quarter, for products sold through Badges on your site, you will earn, subject to the other terms of this Agreement, referral fees in accordance with the referral fee schedule.

The referral fee schedule will be posted on the Streetunes Site and is subject to change at any time or from time to time, at our sole and absolute discretion. You will be notified of any change in the referral fee schedule via a posting of an amendment to the referral fee schedule on the Streetunes Site.

7. Referral Fee Payment

We will pay you referral fees on a monthly basis, approximately 30 days following the end of each calendar month, via PayPal.com or by a check mailed to your postal address, or by any alternative means of payment we may provide in the future, according to the choice you made upon opening your Account.

However, if the referral fees payable to you for any quarter are less than the minimum amount defined by us and posted on the Streetunes Site (the “Referral Fee Payment Floor”), we will hold your referral fee until the total amount due is at least equal to the Referral Fee Payment Floor or until this Agreement is terminated. The Referral Fee Payment Floor is subject to change at any time or from time to time, at our sole and absolute discretion. You will be notified of any change in the Referral Fee Payment Floor via a posting of an amendment to the Referral Fee Payment Floor on the Streetunes Site.

You are responsible for all taxes and other similar levies applicable to the referral fees pursuant to any law or regulation. You shall report the referral fees to your taxation authorities as required by law. [In order to receive your referral fees you must provide your taxpayer information to us as required by the IRS. If we do not have your current taxpayer information on file for a particular year, payments due to you under this Agreement will not be made until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.] [If you are a United States resident, you must provide us with a completed W-9 Federal Tax form before we remit payment].

8. Use of Badges - Limited License

You will use Badges strictly in accordance with the terms and conditions in this Agreement and the Streetunes2GO Affiliate Program Guidelines, which are incorporated herein by this reference. You shall not mislead visitors or customers or cause any transactions to be made that are not in good faith.

You may not purchase products using Badges on your own for resale or commercial use of any kind. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.

In addition, you may not: (a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Badges on your site; (b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity; (c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Streetunes Site; (d) make any orders or engage in other transactions of any kind on the Streetunes Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so; (e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (such as , search, order and browse) are occurring; (f) other than providing Badges on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Streetunes Site or otherwise around or in conjunction with the display of the Streetunes Site, or assist, authorize, or encourage any third party to take any such action; (g) attempt to circumvent the referral fee schedule or artificially increase your referral fees; (h) attempt to intercept or re-direct traffic from or on, or divert referral fees from, any site that participates in the Program; or (i) seek to purchase or register any keywords, search terms or other identifiers that include the word "Streetunes", "Streetunes2GO" or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.

You acknowledge and agree that you will: (a) use any Badges, data, images, text, or other information obtained by you from us or the Streetunes Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (b) not modify or alter any Content that consists of a graphic image; (c) not edit any Content that consists of text; (d) not sell, redistribute, sublicense or transfer any Content; and (e) not use any Content in a manner intended to send sales to any site other than the Streetunes Site.

All right, title and interest in and to any intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with the Program ("Streetunes2GO Intellectual Property Rights") are owned by us or our licensors, and you agree to make no claim of interest in or ownership of any such Streetunes2GO Intellectual Property Rights. You acknowledge that no title to the Streetunes2GO Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, therein, other than the limited license expressly granted in this Agreement.

9. Policies and Pricing

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices may vary from time to time.

10. Identifying Yourself as an Affiliate

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. We will make available to you a small graphic image that identifies your site as a Program participant. You must display this logo or the phrase "In association with Streetunes" somewhere on your site. We may modify the text or graphic image of this notice from time to time. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

None of your promotional activities may infringe our proprietary rights (including but not limited to trademark rights), the Streetunes Site proprietary rights, or a third party's proprietary rights.

11. Authority

You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

12. Responsibility for Your Site

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment
• the accuracy and appropriateness of materials posted on your site
• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
• ensuring that materials posted on your site are not libelous or otherwise illegal
• ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

13. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether now in effect or later come into force during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 as amended and all other anti-spam laws, as well as with all laws and regulations relating to privacy and the collection of personally identifiable information.

14. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Badges or other links to the Streetunes Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

15. Modification

We may modify any of the terms and conditions contained in this agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Streetunes Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedule, Referral Fee Payment Floor, payment procedures, and program rules. We will alert you that changes or revisions have been made by indicating at the bottom of this Agreement the date it was last revised.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE STREETUNES SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

17. Disclaimer of Warranties and Limitation of Liability

THE CONTENT IS SUPPLIED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE CONTENT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE CONTENT WILL BE UNINTERRUPTED, TIMELY, VIRUS-FREE, ERROR-FREE, OR THAT THE CONTENT WILL NOT DAMAGE YOUR SITE IN ANY WAY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE CONTENT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, WE WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

18. Disclaimers

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE STREETUNES SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

19. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

20. Governing Law and Disputes

This Agreement and any disputes hereunder will be governed in all respects by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You and we each agree to submit to exclusive personal jurisdiction and venue of the United States District Court for the Southern District of New York located in Manhattan for any disputes under or arising out of this Agreement, including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. In the case of such a dispute for which such court lacks subject matter jurisdiction you and we each agree to submit to the exclusive personal jurisdiction and venue of the Supreme Court of the State of New York for the County of New York. The parties hereby waive any right or claim to jury trial with respect to any action brought in connection with this Agreement.

21. Notices

Notices relating to this Agreement must be sent to: (i) us, via registered mail, return receipt requested or via an internationally recognized express mail carrier to _ effective upon actual receipt; and, (ii) you, at the e-mail or physical address listed on your Account, effective upon sending as long as we do not receive an error message regarding delivery of the e-mail or five (5) days after mailing.

22. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

The terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law; and the remaining terms and provisions will remain in full force and effect.

This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement, including, but not limited to, visitors to your site or your customers.

The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

Updated: 4 October 2006