TERMS OF SERVICE

These Lunar Cow Publishing Proposal Terms and Conditions ("Terms and Conditions") are attached to the Lunar Cow Publishing Proposal ("Proposal") that will act as the agreement between Lunar Cow Publishing, Inc. ("Lunar Cow") and you ("Client") for purposes of the transactions referenced in the Proposal.

1. SPECIFICATIONS.

Any products and/or services to be supplied by Lunar Cow under the Proposal will be provided in accordance with the specifications set forth in the Proposal, except as otherwise stated below. Any dates or schedules specified in the Proposal for the delivery of any products or services by Lunar Cow are only estimates and shall not be binding upon Lunar Cow. Lunar Cow shall not incur any liability, either directly or indirectly, nor shall any engagement be canceled as a result of any delays in meeting such dates or schedules.

2. PRICING.

The products and/or services set forth in the Proposal will be provided by Lunar Cow to Client at the prices in the Proposal, except as otherwise stated herein. For any multi-guide Proposals, Lunar Cow reserves the right to increase the price for any subsequent guide price by an amount equal to the percentage change in the Consumer Price Index ("CPI") statistics published by the United States Bureau of Labor. The change shall be determined by comparison of the figure for the previous January 1, with that of January 1 of the current year. In no event shall this calculation cause a reduction in the guide pricing below that payable during the preceding period.

Lunar Cow also reserves the right to impose a surcharge on any third-party services provided in the Proposal wherein Lunar Cow's vendor, supplier, or provider (e.g. publishers, photographers, talent), as the case may be, increase(s) the charges to Lunar Cow, beyond the charges in place at the time of the initial Proposal. Lunar Cow will make all reasonable effort to advise Client of any surcharge imposed upon it by its third-party providers upon notice of the same.

Any products or services provided by Lunar Cow not listed in the Proposal shall be billed at Lunar Cow's customary charges or rates. Further, expedited or rush service by Lunar Cow will be subject to additional charges as established by Lunar Cow from time to time. All prices will be exclusive of expenses incurred by Lunar Cow in providing the products and/or services under the Proposal. Client shall be responsible for all out-of-pocket expenses incurred by Lunar Cow in providing the products and/or services, including, but not limited to, copy charges, travel costs, model and other talent fees, equipment use and rental fees, disk charges, shipping charges and other related costs and expenses.

3. TAXES.

Client is solely responsible for payment of any taxes (including sales or use taxes, excise taxes, intangible and property taxes and similar taxes) resulting from products and services provided under the Proposal, excluding, however, any taxes payable by Lunar Cow due to income earned by it or withholding taxes to its employees.

4. DESIGN REVIEW.

With respect to any design work performed by Lunar Cow under the Proposal, Lunar Cow will present Client an initial concept design. Upon presentment of this concept design, Client will have the opportunity to work with Lunar Cow in its redesign. The prices set forth in the Proposal are based upon a maximum of two (2) requests for changes to the initial concept design. Any changes to the initial concept design requested by Client in excess of such amount or any changes requested after acceptance of the concept design will be billed by Lunar Cow at its customary rates for such services.

5. REVIEW OF DELIVERABLES.

Upon the completion of any deliverable in the Proposal, Client will have three (3) business days to review or test the deliverable and notify Lunar Cow of any problems with such deliverable. If Client does not timely notify Lunar Cow in writing of any problem, such deliverable will be deemed to be accepted by Client. In the event of any delay caused by Client's failure to timely make any delivery set forth in the Proposal or respond to Lunar Cow in a timely manner, Lunar Cow will not be responsible to meet any due dates set forth in the Proposal, which shall be extended in Lunar Cow's discretion.

6. CHANGES.

In the event Client requests any changes or modifications to the products or services provided under the Proposal, Client will be responsible for all charges reasonably incurred by Lunar Cow with respect to such changes. Further, any times scheduled in the Proposal for the delivery may be extended by Lunar Cow upon any such requested changes or modifications.

7. CLIENT'S REPRESENTATIONS.

Client represents and warrants to Lunar Cow that: a. No content or information or materials delivered by Client to Lunar Cow will: (i) be libelous, defamatory, obscene, profane, threatening, harassing or offensive or otherwise violate the privacy or publicity rights of any third party; (ii) constitute a fraud or other unlawful business practice, (iii) infringe on any copyright, patent, trade secret or other proprietary right held by any third party, or (iv) violate any federal, state or local law, regulation or orders. b. Client has secured all necessary licenses and clearances for use of the content, including all rights to copy, distribute, modify, perform and display the content and to create derivative works of the content. Unless otherwise agreed by Lunar Cow in the Proposal, all content will be supplied by Client. c. Lunar Cow may refrain from starting any work under the Proposal until such time as Client has delivered to Lunar Cow all required content, including, but not limited to, copy, image files, logos and reference materials. Any delays in providing such content by Client will extend the time period for the delivery. Lunar Cow has no obligation to review any content, information or other material supplied by Client and does not assume any liability therefore. d. Lunar Cow shall not be responsible for any delays or inability of third parties used by Lunar Cow to provide the products and/or services under the Proposal. Any price estimates in the Proposal may be based on a quote from a third party. Lunar Cow shall not be bound by any price quote in the Proposal if any such third party fails to provide the products or services as agreed.

8. CLIENT RESPONSIBILITIES.

Client shall reasonably respond (no less than 48 hours later) to any and all communication from Lunar Cow. Client shall promptly advise Lunar Cow of any change in its team members and contact information (e.g. name, address, phone number, e-mail address). Failure of Client to timely communicate with Lunar Cow may cause Lunar Cow to extend dates for delivery or completion of products and/or services. If Client is non-responsive to communication from Lunar Cow (including but not limited to telephone, e-mail, texts, written correspondence, portal communication) for a period of six (6) months or longer, then Client shall have been deemed to forfeit its rights under the Proposal, and be deemed in breach of the Proposal, and Lunar Cow shall be entitled to retain any and all monies, and to seek breach of contract damages under Section 11 below.

9. NON-INFRINGEMENT.

Lunar Cow represents and warrants to Client that the graphics, scripts, text, source code, software and other materials supplied or prepared by Lunar Cow under the Proposal will not infringe on any trademark, copyright, patent or other proprietary right held by any third party.

10. TERMINATION.

Lunar Cow shall have the right to terminate the agreement under the Proposal and all work to be performed thereunder (i) in the event of Client's breach of any provision hereof, or (ii) in the event a petition seeking composition of creditors, the protection afforded by the United States Bankruptcy Code or benefit of other laws affecting the rights of creditors generally is filed by or against Client. Upon termination by Lunar Cow, any and all work to be performed by Lunar Cow under the Proposal shall immediately terminate; whereupon Lunar Cow will have no responsibility to refund any payments made to it prior to such date of termination. Lunar Cow Publishing will not refund any monies of any kind, for any reason. Further, Lunar Cow shall have the right, at its option, to enforce the cancellation fee imposed under Section 11 below.

11. CANCELLATION/CANCELLATION FEE.

In the event Client cancels the engagement contemplated under the Proposal for any reason, including events listed in Section 20 of these Terms and Conditions set forth below, or fails to deliver any items set forth in the Proposal or these Terms and Conditions after written request by Lunar Cow, Client shall pay to Lunar Cow, a cancellation fee, in lieu of other damages, according to the following schedule based upon Lunar Cow's reasonable expectation of contract damages. Client shall pay a cancellation fee, depending upon the date of cancellation, equal to the following schedule: (a) cancellation after acceptance of the Proposal, up through and during Milestone 1 (or equivalent period) -- 50% of total estimated design, advertising sales, go guide, printing and delivery charges as contained contained in the Proposal ("Fees"); (b) cancellation during Milestone 2 (or equivalent period) -- 75% of total estimated Fees; and (c) cancellation during Milestone 3 (or equivalent period) -- 100% of total estimated Fees. Lunar Cow will not refund any monies of any kind, for any reason. In the event that the Proposal includes a multi-guide publication commitment, Client shall pay a cancellation fee for each guide publication remaining under the Proposal. If the Client cancels after the completion of a guide, but before the start of the next guide, the Client, shall be responsible for a cancellation fee of no less than 50% of the Fees anticipated for each future guide publication. (e.g. If Client cancels a 3-guide engagement after completion of the first guide, but before the start of the second or third guide, the Client would be responsible for a cancellation fee of 50% of the Fees for the second guide, and 50% of the Fees for the third guide). This cancellation fee cannot be waived, modified, or cancelled by any employee or agent of Lunar Cow.

12. OWNERSHIP.

Any content or materials supplied by Client shall remain the property of Client and Lunar Cow. Any image, graphics, coding, scripts, text, source code, software or other materials supplied or prepared by Lunar Cow, and any derivative works there from, shall remain the property of Lunar Cow; provided Lunar Cow shall grant to Client the limited right to use such materials, on a non-transferable basis, on its printed marketing material, Web site, or as otherwise contemplated in the Proposal. Notwithstanding any other provision of the Proposal or these Terms and Conditions, Client shall not be permitted to modify, reverse engineer, disassemble or decompile any software or source code supplied by Lunar Cow for any marketing material or Web site developed by Lunar Cow.

13. RIGHT TO DISPLAY.

Notwithstanding any other provision hereof, Lunar Cow will have the right to publicly display any Web site, including any components or content therein, and any design prepared or developed by Lunar Cow under the Proposal to any third party, including, but not limited to, to potential Clients in person, by advertisements or trade shows, or through contest submissions.

14. INDEMNIFICATION.

Client shall indemnify and hold Lunar Cow, and its directors, officers, employees and agents, harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney's fees) suffered or incurred by any of them to the extent that such are caused by (i) a breach of the Proposal or these Terms and Conditions by Client, or (ii) any content or materials supplied by Client.

15. LIMITATION OF LIABILITIES.

LUNAR COW SHALL NOT BE LIABLE TO CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, WHETHER ARISING OUT OF LUNAR COW'S BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR OTHERWISE (EVEN IF LUNAR COW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE). CLIENT'S SOLE REMEDY UNDER THE AGREEMENT FOR A BREACH BY LUNAR COW SHALL BE THE PERFORMANCE OF THE SAME OR REPLACEMENT SERVICES AND/OR THE DELIVERY OF REPLACEMENT PRODUCTS BY LUNAR COW.

16. DISCLAIMER OF WARRANTIES.

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE PRODUCTS AND SERVICES PROVDIED BY LUNAR COW ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LUNAR COW EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17. GOVERNING LAW; VENUE.

This Agreement shall be governed by the laws of the State of Ohio, without reference to any conflict of laws principles, and all claims, actions and other proceedings relating to the subject matter hereof shall be brought and heard exclusively in the courts of Summit County, Ohio. Client hereby consents to jurisdiction and venue of such courts and waives any right to object to such jurisdiction or venue.

18. ATTORNEY FEES.

If Lunar Cow is required to resort to legal action for the redress of a breach hereof by Client, Lunar Cow, if successful, shall be entitled to an award of all of its reasonable attorney fees and costs.

19. ASSIGNMENT.

This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and assigns. Client may not assign this Agreement or any of its rights or duties hereunder (including the sale or transfer of majority control of the ownership of Client) without the prior written consent of Lunar Cow. Nothing in the Proposal or these Terms and Conditions shall be construed as creating any act or beneficial right in or on behalf of any third party.

20. FORCE MAJEURE.

"Force Majeure Event" means the occurrence of, but not limited to, the action or inaction of any governmental, civil or military authority; a strike, lockout or other labor dispute; a fire, flood, war, riot, theft, earthquake, pandemic, epidemic, or other natural disaster; or acts of terrorism or other civil disturbance, which in each case directly causes Lunar Cow to be unable to comply or performance is made impracticable without its fault by the occurrence of the event, Lunar Cow shall not be in breach of its obligations or liable to Client for any losses or damages arising out of such non-performance.

21. CONFIDENTIALITY.

Client shall treat all confidential and proprietary information and materials of Lunar Cow strictly confidential and shall not disclose such information or materials to any third party.

22. MISCELLANEOUS.

No provision hereof shall be deemed waived, amended or modified by either party, unless it is in writing and signed by the party against whom it is sought to be enforced. The failure of a party to enforce any provision hereof shall in no way be construed to be a waiver of such provision, nor in any way affect the ability of a party to enforce the same or other provisions thereafter. The Proposal and these Terms and Conditions represent the complete agreement of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, written or oral, between the parties. Lunar Cow shall be deemed an independent contractor of Client and neither party shall be, nor hold itself out as being, an employee or agent of the other party. Any notice to be given hereunder shall be given in writing and delivered personally, by overnight courier, by U.S. certified mail, postage prepaid, written receipt requested, or by electronic transmittal with confirmation.

23. INVOICING/PAYMENT.

All outstanding client invoices must be paid in full before the printing of any publication will occur. Lunar Cow will bill the Client in two invoice cycles. All invoice terms are net thirty (30) days. The first invoice will be sent once advertising sales have reached or exceeded fifty percent (50%) of the amount stated in the Proposal. The second invoice will be sent at the beginning of Milestone 4, and must be paid in full prior to publication. Client shall pay interest of one and one-half percent (1½%) per month on all amounts due but not paid within thirty (30) days of the invoice date. Client shall collect the advertising fees from its members and shall hold the same for the benefit of Lunar Cow. In no event shall Client refund any advertising money to its members without the written consent of Lunar Cow. All fees collected by the Client shall be remitted to Lunar Cow to pay any and all outstanding invoices.

24. COMPLETION DATE.

The time period between a multi-guide agreement shall not extend beyond twenty-four (24) months from the delivery of the last multi-guide agreement. If a Client does not complete all the multi-guides, the Client shall be in breach of the agreement.

25. MEMBERSHIP COMMITMENT.

If required, Lunar Cow will become a member of Client's organization. Lunar Cow's membership commitment will only be during periods of active production. Lunar Cow will not be required to maintain membership during non-production years. Further, Lunar Cow will only pay membership dues once advertising sales produce revenue and Client has paid all invoices.

26. ADVERTISING SALES.

With regard to any Proposal or agreement for services, any advertisement placed with Lunar Cow shall be booked as an advertising sale as part of the Proposal, regardless of the origin of the sale, and regardless if the Client has donated or otherwise offered the advertisement to its membership free of charge of expense. All advertising sales, including sales for which the Client has not charged an advertising fee, shall nevertheless be counted toward the total advertising sales for the campaign.