Last Revised: May 22nd, 2012

PLEASE READ THIS PUBLISHER AGREEMENT (THE “AGREEMENT” ) CAREFULLY, AS IT CONTAINS THE LEGAL TERMS AND CONDITIONS THAT YOU ( “PUBLISHER” ) AGREE TO WHEN YOU, THE PUBLISHER AND AUTHOR OF THE BLOG OR DEAL SITE IDENTIFIED BY YOU WHEN YOU REGISTERED TO ADD YOUR SITE TO THE RECLIP.IT DATABASE (THE “PUBLISHER SITE” ). BY CLICKING ON THE “I AGREE TO THE TERMS OF THE RECLIP.IT PUBLISHER AGREEMENT” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT CLICK THE “I AGREE” BUTTON AND THEREBY DECLINE TO ADD YOUR SITE TO THE RECLIP.IT DATABASE.

This Agreement is entered into by and between Reclip.It, Inc., 122 W 26 th  St, 4 th  Floor, New York, NY 10001, and Publisher.

Reclip.It is the operator of a social deal site (the “Reclip.It Site” ) that shows the latest posts from participating deal blogs and deal sites in a single, unified place, to make it easier for users to find the best new deals.

Publisher wishes to allow Publisher’s deals to be accessed via the Reclip.It Site.

1. Reclip.It may obtain, through any means technically possible, the deals and any accompanying artwork or photographs (the “Publisher Deals” ) from the Publisher Site.

2. Publisher grants Reclip.It a nonexclusive, royalty-free, paid-up, worldwide right and license to extract, use, reproduce, distribute and display the deal information included in the Publisher Deals (the “Deal Information” ), and the associated artwork or photographs with a display size of no more than 340 x 340 pixels (the “Deal Thumbnail(s)” ) (the Deal Information and the Deal Thumbnail(s) for each Deal is referred to as the “Deal Content” ), provided that any such display includes the Publisher’s name for the Publisher Deal and a link (the “Publisher Link” ) to the page of the Publisher Site on which the Publisher Deal is posted, which can be accessed by clicking on a hypertext, text, banner, logo, photographic image, or contextual link used by Publisher (a “Graphical Image” ) which permits the user to go from the Reclip.It Site to the Publisher Site by clicking on the Graphical Image.

3. Reclip.It agrees that during the term it will use commercially reasonable efforts provide Publisher

with the benefits set forth below:

a. Raise visibility for Publisher and the Publisher Site and drive more traffic to the Publisher Site by including a Publisher Link with the Deal Content for each Publisher Deal posted on the Reclip.It Site.

b. Make Publisher’s Deals searchable by keywords through Reclip.It’s search engine.

c. Allow Publisher to view sharing statistics to determine which Publisher Deals has the highest engagement from users.

4. Reclip.It agrees and acknowledges that Publisher  own all right, title and interest to the Publisher Site, the Publisher Marks, and the Publisher Content (including without limitation all intellectual property rights therein (collectively, “Publisher’s Property” ). All rights in and to Publisher’s Property not expressly granted to Reclip.It in this Agreement are reserved by Publisher . Publisher agrees and acknowledges that Reclip.It own all right, title and interest in and to the Reclip.It site, Reclip.It marks, and any other materials provided by Reclip.It to Publisher hereunder (including without limitation all intellectual property rights therein) (collectively, “Reclip.It’s Property” ). All rights in and to Reclip.It’s Property not expressly granted to Publisher in this Agreement are reserved by Reclip.It, . Each party agrees that it will do nothing inconsistent with the ownership rights in this Section, either during the term of this Agreement or afterwards.

5. Each party represents and warrants to the other that such party has the authority and is empowered and able to enter into and fully perform its obligations under this Agreement.

6. This Agreement shall commence on the date that Reclip.It notifies Publisher that it has accepted Publisher’s application to add the Publisher Site to the Reclip.It database, and it shall continue until terminated in accordance with this Section. Either party shall have the right to terminate this Agreement, with or without cause, upon sixty (60) days prior written notice to the other party. Upon termination of this Agreement, each party’s rights hereunder shall terminate, except Reclip.It shall be entitled to continue to use Deal Content included in the Reclip.It database prior to such termination in accordance with the terms of Section 2.

7. Publisher’s relationship with Reclip.It is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, representative or employment relationship. Neither party has any right or authority to bind the other party in any way. Neither party may assign or transfer this Agreement, in whole or in part, except that either party may assign this Agreement to a successor entity in the event of a merger or other reorganization. This Agreement will be governed and construed under the laws of the State of New York, exclusive of any conflict of law provisions, and any and all disputes, actions or proceedings arising from or relating to this Agreement must be brought in a federal court in the state court in New York County, New York. Reclip.It may give any notice required by this Agreement by means of a general notice on the Reclip.It Site, electronic mail to Publisher’s e-mail address on record with Reclip.It, or pre-paid post to Publisher’s address on record with Reclip.It. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). Publisher may give notice to Reclip.It, addressed to the attention of its Chief Executive Officer. Such notice shall be deemed given when received by Reclip.It by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: 122 W 26 th  St, 4 th  Floor, New York, NY 10001. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will remain in full force and effect. This Agreement represents the entire agreement between Publisher and Reclip.It with respect to the subject matter hereof and supersedes all previous oral or written communications, representations, understandings or agreements between the parties with respect to the subject matter hereof. This Agreement may be modified or supplemented only by a written agreement signed by duly authorized representative of both parties.