Vehicle Advertising Candidate Enrollment Agreement

DrivAd Inc
(the "Company")

- AND -

Vehicle Owner and DrivAd Driver Candidate
(the "Owner")

Should the Owner be selected under the conditions of this Program (the "Program") to participate in one of the Advertising Campaigns (the "Campaign"), a new contract is to be separately executed and should complement the herein provisions.

Whereas, the Company places advertising decals (the "Decal") on vehicle windows and the Owner agrees to the following terms and conditions for the right of inclusion in the Company’s drivers database.

1. The term of this Agreement shall be for a period of one (1) year. Agreement will automatically be renewed for a similar term if written termination from the Owner has not been received prior to the expiration date. Such term will include for the Owner the right to enroll in the Company’s database and to be possibly selected to receive free incentives in exchange for attaching advertising see- thru media (vinyl micro-perforated graphic "the Decal") on his/her personal vehicle’s windows.

There is no GUARANTEE THAT THE OWNER AND HIS/HER VEHICLE WILL BE SELECTED AS A DRIVAD DRIVER FOR AN ADVERTISING CAMPAIGN.

2. The Company intends to establish a database of drivers who wish to participate in this Program and utilize their vehicle for advertising Campaigns. By agreeing to the terms and conditions of this contract, the Owner agrees to be enrolled in the Company’s database for a term of one (1) year from the date of this Agreement. The Owner agrees not to enroll in another similar Program (using personal vehicles as an advertising medium) or sign up in a competitor’s database during the whole duration of this Agreement whether or not the Owner is selected as a DrivAd Driver (a "Selected Driver").

3. If the Company selects the Owner and his/her vehicle(s) for a Campaign, the Owner agrees to have installed on their vehicle’s windows, including the rear windshield and optionally the rear side windows, see-thru DrivAd Decal(s) in accordance with the terms and conditions defined by the specific Campaign requirements.

In return for such service, DrivAd shall reward the Owner with an incentive agreed between the Company and the Advertiser and defined under the terms of the specific Campaign. Although DrivAd will make its best reasonable efforts to ensure that advertisers effectively and promptly deliver the agreed incentives, the Company shall not be held responsible for failures by the advertisers to do so. DrivAd will not be held liable for incentives agreed by and between advertisers and drivers.

4. This Agreement does not create an employment, agency or affiliate relationship between the Owner and the Company, nor between the Owner and the Advertiser in any manner.

5. The Owner agrees to indemnity and hold harmless the Company against all actions, claims demands and costs arising by reason of injury, damage or death to any person or property resulting from the terms and conditions herein described or performed as a result of inclusion in the Company’s database, acceptance as a "Selected Driver" or any other matters relating to this Agreement. Owner also agrees to maintain Liability, Comprehensive and Collision insurance coverage at all times throughout this Agreement and if required, shall notify his insurance company of any installation of the Decal and provide the name of the Company.

6. Owner warrants and represents that all information in the enrollment form is correct and true. Drivad will not be held liable for any false statements or misrepresentations submitted by Owner on the enrollment form or during the enrollment process.

7. Owner is legally entitled and has full authority to operate and use the vehicle to comply with all terms of this Agreement. The Company shall not be responsible to any finance company, hire purchase company or other person or organization claiming possession of the vehicle either for the costs of removing the display or for any damage caused to the vehicle. The Owner hereby indemnifies and holds harmless the Company against damages, costs, claims, demands, or payments which the Company has to make to such persons.

8. Owner affirms that he/she does not have any major Highway Traffic Act Violations and has no convictions of similar violations pending. Owner agrees to notify company of any such offences of which he/she is convicted anytime after the date of enrollment and during the whole duration of this Agreement. Failure to do so may result in termination or exclusion from the DrivAd Program at any time at Company’s sole discretion. Owners also confirms that his/her vehicle is equipped with outside mirrors on both the left- and right-hand sides of the vehicle in compliance with section 26708 (b) 8 of the Vehicle Code.

9. Owner agrees to present a copy of his/her driver’s license at the time of the Decal installation and prior to signing-off in a Campaign.

10. In order to receive incentives, Owner shall drive vehicle according to the conditions defined in the specific Campaign Agreement. It might imply but is not limited to driving a certain mileage per month, attaching a certain number of Decals or any and all other requirements stated in the Campaign Agreement. Owner will have full visibility regarding the specific Campaign requirements and incentives prior to final Acceptance of the agreement and will have the option to accept or reject the Campaign that has been offered to him/her.

11. Upon selection for a Campaign, the Owner shall confirm within 72 hours his/her interest in said campaign and if so, make the vehicle available for installation of the "see-thru" Decal at the indicated Certified Installer’s (the "Certified Installer") location. In most cases, the Company will provide a minimum of 72-hour notice.

12. At all times during any Campaign, Owner agrees to keep the vehicle in good working order, clean (regarding both the exterior and interior of the vehicle), maintain the DrivAd Decal in excellent condition and never proceed to remove the display without prior authorization from the Company.

13. In the event of damage to the DrivAd Decal during any Campaign, the Owner agrees to immediately notify the Company and schedule an appointment for repair or replacement of the damaged Decal. Company shall not be responsible to deliver the incentive to the Owner until the Decal has been fixed or replaced.

14. At a minimum of once a month and as required per the specific Campaign conditions, Owner shall drive to his Certified Installer and make the vehicle available to the Company for inspection and verification of the vehicle mileage and proper adherence of all decals.

15. DrivAd displays shall remain the property of the Company at all times.

16. At the end of any Campaign, only the Company shall remove the advertising Decal. Owners should not hold DrivAd or its Certified Installers liable for any damage or remaining marks on the vehicle upon removal of said Decal.

17. The Company can decide to terminate this Agreement at any time, without notice to the Owner. Upon termination, Owner shall drive to the Certified Installer and make the vehicle available for prompt removal of the Decal.

18. The Company and any Certified Installer shall not be responsible for any damage to the vehicle as a result of the installation and removal of any advertising Decal.

19. All notices to either party pursuant to this Agreement shall be in writing and delivered to their respective addresses.

20. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

21. The Company acknowledges that a material term of the Agreement with the Owner is to keep all confidential information belonging to the Owner absolutely confidential and protect its release to the public. The Company agrees not to divulge, reveal, report or use, for any purpose, any confidential information which the Company has obtained or which was disclosed to the Company by the Owner at the exception of the Advertisers, Certified Installers and "Preferred" DrivAd Partners.

22. The obligation to protect the confidentiality of the Owner's confidential information will survive the termination of this Agreement and will continue for a period of One (1) year from the date of such termination

23. The Company may disclose any of the confidential information:

• To a third party where the Owner has consented in writing to such disclosure; and
• To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. However, the Company will first have given prompt notice to the Owner of any possible or prospective order (or proceeding pursuant to which any order may result), and the Owner will have been afforded a reasonable opportunity to prevent or limit any disclosure.

24. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

25. Time will be of the essence of this Agreement and of every part hereof. No extension or variation of this Agreement will operate as a waiver of this provision.

26. It is agreed that there is no representation, warranty, collateral Agreement or condition affecting this Agreement except as expressed in it.

27. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

28. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives to be effective as of the date first above-stated.