The purpose of this agreement is to allow RSM Inc. (dba esportsdesk.com) the opportunity to represent your particular organization to solicit sponsorships/advertising to appear on your Custom website hosted by RSM Inc. This is on a non-exclusive and best efforts basis. There is absolutely no guarantee that any advertisers will be in fact sold by anyone. It is understood that once the first advertiser commits to be a sponsor it is your responsibility to maintain the website on a frequent basis (minimum weekly) and also making sure your users are aware of the website. Try and use the many features offered which will make your job easier, increase traffic to the website and make it more attractive to potential sponsors. The more detailed your description is, the better your chances of being chosen by advertisers to esportsdesk.com Publisher's Network network.

Fees.

There is no upfront setup charge or financial risk for using the esportsdesk.com Publisher's Network services. Each dollar collected net of third party costs (agency fees and commissions, ad serving fees etc) will be split on a 50/50 basis with RSM Inc. A check will be sent to you every month from the previous period. A minimum of $50.00 gross revenue dollars must be achieved before a check is sent and will be cumulated to the next payout period.

By checking the box, you agree, warrant and covenant as follows:

RSM Advertising Representation Services Agreement

This RSM Advertising Representation Services Agreement ("Agreement") is entered into between Recreation Sports Management Inc., a British Columbia corporation, ("RSM Inc." or "we" or "us") and the undersigned organization ("you" or "your"). RSM Inc. agrees to provide you the Services (as defined below) subject to the following terms and conditions:

1. Services.

   We will provide you with no charge advertising sales representation. To assist us in the successful implementation and promotion of the Services, you agree to provide us with information requested by us relating to your organization.

2. License to Intellectual Property/Promotion.
   1. RSM Inc. shall retain all right, title and interest in and to its software, trademarks, service marks, logo and trade names worldwide ("Intellectual Property") subject to a limited license necessary to perform this Agreement. You shall use the Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair RSM Inc.'s rights in its Intellectual Property. You acknowledge that your use of the Intellectual Property shall not create in you or any other person any right, title or interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of RSM Inc.

   2. RSM Inc. hereby grants to you a limited, non-exclusive, non-transferable license to display, reproduce, distribute and transmit in digital form its name and logo in connection with promotion of the Services. You hereby grant to RSM Inc. a limited non-transferable license to use, display, reproduce, distribute, modify and transmit in digital or printed form information provided by you relating to your organization, including your organization's name, trademarks, service marks and logo, in connection with the implementation and promotion of the Services and the promotion of your organization.

3. Privacy.

   Each party shall comply with all applicable laws, regulations and guidelines governing online privacy in fulfilling its obligations hereunder and in collecting and using personal information about users of the Website. We may use contact information provided by users of the Services or by you to send information about our services or our partners to such users; provided, however, that users may opt out of any such uses in accordance with our privacy policy. We may combine into statistical format information collected from such users and distribute such information to improve and promote our services or attract promotional partners. You agree to such uses and further agree that we may disclose information if we believe, in good faith, that it is necessary in order to: (a) comply with the law, (b) enforce the terms and conditions of this Agreement, or (c) protect the rights of you or us, to the extent that such disclosure is not otherwise prohibited by any law or regulation.

4. Term and Termination.

   The term of this Agreement shall be for one (1) year from today, with automatic renewals for one (1) year terms thereafter until either party gives written notice to terminate this Agreement at any time with thirty (30) days notice. You agree not to terminate the Services or in any way prevent RSM Inc. from providing you the Services during the term of this Agreement.

5. Representations and Warranties.

   Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.

6. Exclusivity.

   RSM Inc. will be the sole and exclusive provider of the Services for your organization for the term of this Agreement other than your own organization’s sales efforts.

7. Indemnification.

   Each party shall indemnify and hold harmless the other party and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that: (i) it is based upon the indemnitor's breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor's gross negligence or willful misconduct; or (iii) it is based upon the indemnitor's violation of any applicable federal, state, provincial or local law or regulation.

8. Arbitration.

   Any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration in accordance with the Canadian Council for International Business (CCIB) rules then in force and effect. The arbitration, including the rendering of an award, shall take place in Vancouver, British Columbia. The arbitrator or arbitrators shall apply the substantive law of the Province of B.C. Judgment on the award rendered by the arbitrator or arbitrators may be entered in any court of competent jurisdiction.

9. Miscellaneous.

   Any notices shall be in writing by fax or airmail. Neither party may assign its rights or obligations arising out of this Agreement without the other party's prior written consent, except that RSM Inc. may assign this Agreement in connection with any sale of all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred. This Agreement shall be governed by the laws of the Province of British Columbia. This Agreement contains the entire understanding of the parties regarding the subject matter and can only be modified by a subsequent written agreement executed by both parties.