UTOPIAD

AFFILIATE MEMBER AGREEMENT

Before You may become an Affiliate Member, You must read and agree to the terms of this Agreement.

This agreement ("Agreement") governs the terms, and contains the complete terms and conditions, between an individual member ("Your", "You", "Affiliate") in Mesia.com Corporation's ("Mesia", "our", "we", "us") Affiliate Member Program ("Affiliate Program"). Mesia.com corporation doing business as UtopiAd and owner of the UtopiAd.com website. The terms are listed under the following headings:

1. Enrollment Procedures For Inclusion In The Affiliate Program
2. Mesia Obligations To Affiliates
3. Affiliate Rights
4. Affiliate Obligations
5. Mesia Rights
6. Mesia's Referral Program
7. Your Relationship With Mesia, Advertisers and Other Websites
8. Disclaimers And Limitations On Liability
9. General Contract Terms

You hereby agreed as follows:

1. Enrollment Procedures For Inclusion In The Affiliate Program

The Affiliate Program is for Businesses and Webmasters who agree to post our banner on their websites. Our Affiliates earn cash revenues ("Revenues") and service of banner advertisements ("Ad Service") when they successfully refer individuals and other affiliates to Membership in UtopiAd (the ads and revenues when considered collectively are hereinafter referred to as "Awards"). Referrals can arise from click-throughs from the UtopiAd banners on the Affiliate's website or by the mention of a new member or Affiliate member.

To enroll in our Affiliate Program, You must submit a complete Affiliate Member application via our website, http://www.UtopiAD.com. You agree to accurately and truthfully complete the application. We review Affiliate applications within ten days upon receipt. We reserve the right to reject Your application for any reason. If we reject Your application, You are welcome to reapply to the Program at any time. If Your application is rejected, we are under no obligation to provide an explanation.

When Your application is accepted into the Affiliate Program, you will be immediately eligible to accrue Awards. You cannot begin earning Ad Service until you refer five (5) first generation Members or Affiliate Members ("Referral Commitment"). The referral of additional Ad Service for an Affiliate Member will not accrue until the referred Affiliate Member meets its own Referral Commitment.

Currently, there are no geographic constraints on eligibility for the Affiliate Program. All Affiliates may earn Ad Service immediately. Further, our Affiliates may earn Revenues in their Affiliate account based on the number of ad impressions that are viewed by the Members in their referral base. However, in order to receive payment from the account, the Affiliate must be a resident of one of the countries listed on the Approved Countries List or a business licensed to do business in one of the Approved Countries Approved Countries List. If the Affiliate does not meet either condition, the Affiliate may continue to earn Revenues now and receive payment on all earned Revenues in accordance with the terms set forth below as soon as its country is added to the Approved Country List. We will contact the Affiliate immediately when our products and services are available in the proper geographic area.

Please note that Mesia is committed to the broad expansion of the geographic scope of its Membership. However, to operate on a worldwide basis, Mesia must ensure its Services and Products comply with the laws and requirements of each country in which its members reside. All of these laws are not the same. Mesia continues to go to great lengths to ensure it will not violate the laws of any country in which Mesia's products and services are available, thereby minimizing the possibilities of confusion or interruption of Your use of Mesia's services and products.

2. Mesia Obligations

Mesia agrees to undertake several obligations on behalf of its Affiliates as detailed below.

Privacy Obligations

Mesia agrees to abide by its Privacy Statement at all times and which Privacy Statement is incorporated herein by reference.

Awards Obligations

Mesia Agrees to

Provide You with a unique Affiliate ID and password which will allow You to access our page and review your earned Awards.

Maintain an accurate account of Awards accrued and earned by virtue of your enrollment in the Affiliate Program and by Your referral base.

Provide You with access to statistics regarding Your account. The determination of which statistics are shown on our site is at our sole discretion and may change at any time. We cannot make any representations or warranties (express or implied) as to the accuracy of data displayed at any time; and

Provide You with a quarterly statement, within 30 days after the last day of the quarter showing payment of Revenues due You based on prior quarters accounting.

Begin serving your banner ads on our ValueBar within 60 days after 10,000 ads are earned. We will use our best efforts to deploy the banner ads in a reasonably paced manner. However, no banner ads will be served if the banner is objectionable to Mesia.

Payment to You of earned cash will be provided in accordance with the Payment Information Plan provided on the UtopiAD Website, the terms of which are incorporated herein by reference as though fully set forth herein. We reserve the right to amend the Payment Information Plan, and You will be notified of any such change via a posting on the UtopiAD Website (http://www.UtopiAD.com). Also, You may receive an e-mail message confirming such change.

3. Affiliate Member Rights

As a Member of Mesia's Affiliate Program, You have the following rights:

The Right to cancel participation at any time. However, you cannot receive any Awards Upon cancellation, we will remove Your files from our system. If You cease participating, you immediately forfeit all Ad Service rights. You will be entitled to the balance of Your unpaid earned Revenues if the balance is twenty dollars ($20.00) or more, You will receive a final distribution check within ninety days after notice of cancellation. If Your balance is less than twenty dollars, You agree to forfeit Your earned Revenues.

The Right to refer us new members to increase Your referral base. See Referrals below for the rules for making referrals and our referral base policy for how referrals can greatly enhance Your ability to earn Awards.

The Right to a limited license to use our trademarks in accordance with our Trademark Usage Agreement. The Agreement contains the Instructions for how to use the trademarks. Note that improper use of the trademarks and violation of the trademark license may cause Mesia to terminate Your account and cancel Your Affiliate membership.

The Right to receive Awards for participating in Mesia's Affiliate Member Program. Payment will be made by check in U.S. currency drawn on a U.S. bank, and will only be sent to You when the cash accumulated in Your account is greater than Twenty Dollars ($20) at the conclusion of any given quarter. A quarterly statement will be provided within thirty (30) days after the last day of the quarter showing payment due based on prior quarters accounting, and within thirty (30) days of collecting advertisers payment for advertisements, Your Payment will be sent to the address You provide.

4. Affiliate Member Obligations

As a Member of Mesia's Affiliate Member Program, You have the following obligations:

You may enroll only once in the Member Program and You agree to maintain only one valid Member ID. In this regards, you may not refer Affiliate members who have the same address and contact information.

You agree to be responsible for maintaining the confidentiality of Your Affiliate Member ID, and password. You agree to notify us immediately of any unauthorized use of Your Member ID, password, or any other breach of security that You learn of.

You agree to provide us with the information necessary to make payment to you.

You are responsible for providing us with Your current information and keeping Your profile accurate and up to date.

You are responsible for providing us with the banner ads that you want served.

You agree not attempt to control, alter, change, modify, manipulate, influence, or otherwise fraudulently create advertisement impressions, the number of advertisements You view, or those You referred to view.

You agree to our anti-spamming policy and further agree not to spam to obtain referrals.

You agree not to make any misrepresentations to anyone You refer to Mesia for membership or Affiliate membership.

You agree not to use the Marks in a manner that implies, suggests or creates the overall impression that the website, or any product, service, group or organization listed thereon is sponsored or otherwise endorsed by Mesia or UtopiAd.

You agree not to use the Marks in connection with any website that contains any of the following types of materials: (a) materials that contain defamatory, fraudulent, discriminatory, or illegal communications; or (b) materials that promote illegal or subversive activities.

You are solely responsible for all taxes, international, federal, state, local, or any other applicable taxes that might apply to the Payment made to You by Mesia. Mesia may be required to withhold certain taxes or other assessments from Your Payments in order to comply with regulations, and we reserve the right to do so. Mesia may also be required to file paperwork with government agencies and You agree to assist us by completing any necessary forms that we request You to fill out. If You are not a U.S. citizen, we are required to withhold 30% of all Payments earned and notify U.S. tax authorities to satisfy U.S. law.

You agree to comply with all of Your local, state, province, country or regional legal restrictions that may be applicable to Your Affiliate membership in Mesia.

You agree that data recorded by our systems and programs reconciled at the end of each quarter will be used as the sole basis for calculating Your payment.

You are solely responsible for any and all obligations, restrictions, liabilities or other claims arising from, or related to any Payment paid to You pursuant to this Agreement.

5. Mesia Rights

Mesia retains the following rights with respect to Your membership in its Affiliate Member Program and Your use of Mesia's products and services:

The right to verify information obtained as part of Your participation in the Affiliate Member Program.

The right to verify that You are not improperly generating fraudulent members or Affiliate members or otherwise misusing or attempting to misuse any of Mesia's services or products.

The right to terminate Your membership in the Mesia Member Program for any of the following acts: (a) having more than one Mesia membership; (b) allowing one or more persons to use Your Mesia membership; (c) obtaining a membership based on the submission of false information; (d) pro-longed non-use of Your Mesia membership; (e) fraudulent activities including, but not limited to: tampering, hacking, spoofing, using robots or scripts, copying, distributing, modifying, or otherwise corrupting the administration, security, or proper function of any part of the Mesia Services or products; (f) violating any provision of this Affiliate Membership Agreement or the Mesia policies referenced and/or incorporated herein; (g) acting against the business interests or reputation of Mesia; or (h) any other legitimate business reason at the discretion of Mesia. If member is terminated for any of the foregoing causes, Mesia has the right to enforce the total forfeiture of all Member benefits, including but not limited to all cash accumulated in the Member's account.

The right to revoke this license if the Marks are used in connection with materials or websites that Mesia objects to or otherwise believes will tarnish its image or reputation.

The right to reject banner ad service if the banner ad you submit contains any materials that Mesia objects to or otherwise believes will tarnish its image or reputation. Objectionable materials will be determined on a case by case basis. Examples of what Mesia may deem as objectionable include materials that:

promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; or violate intellectual property rights.

The right to retain all ownership to its Intellectual Property. All hardware, software, programs, codes, trade names, technology, licenses, patents, trademarks, trade secrets, know-how, show-how, copyrights, and processes ("Technology") used by Mesia under this Agreement shall remain the sole property of Mesia. You shall have no rights, title or interest in the Mesia technology, other than any rights specifically enumerated in this Agreement and upon termination of this Agreement You shall return everything provided to You by Mesia.

The right to transfer or share Your information as part of a transfer of Your Affiliate membership agreement to a third party that acquires a controlling interest in Mesia, provided, of course, that there is no material change to the Privacy Statement and that Your personal information is kept secure and confidential.

The right to amend this agreement and create additional rules. We will post Amendments and rules on our website and provide You with the opportunity to object to them. Unless objected to by You within two weeks, amendments are effective when posted and Your continued use of our services and products will indicate acceptance of the new Amendments and rules. Once accepted, Amendments and rules are considered incorporated herein by reference as though fully set forth herein. If You object to new Amendments or rules, we are entitled to cancel Your membership within four weeks from the time Your provide us with Your objection.

6. Referrals

To enhance Your ability to earn Awards, You may refer new Members and New Affiliates to us and receive additional fees based on their usage of Mesia's Products and Services and additional referrals that they may make. See our Referral Base Policy (link) to learn how referring new members can greatly increase Your earning ability for both Awards and Ad Service.

The general rules pertaining to referrals are set forth below:

Each new Member or Affiliate Member may only list one referring party.

Affiliate Members may only be credited for referrals for four levels under the original Member.

You agree not to spam to attract new Members or Affiliate Members. See our Anti-Spam Policy.

Affiliate Member referrals can generate Revenues immediately upon enrollment and will generate Ad Service upon fulfillment of their own Referral Commitment.

If You are placing advertising on a website, then You represent that you: (a) own all of the content on Your site and possess all intellectual property rights needed to operate that site such that You are not infringing the rights of others; (b) have the necessary rights to (i) place advertising within Your site and (ii) collect payment for such advertising; (c) will only use the promotional material available to You {SEE LINK TO TM License}. You may not alter any promotional material without authorization from Mesia. When using banners You must copy the banner to Your website location and link them to the corresponding URL that comes with the banner; and (d) You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. We disclaim all liability for these matters.

7. The Relationships Between Affiliate Member and Mesia

By filling out the Affiliate membership form, You are applying to receive a service. Your relationship to Mesia is one of an independent contractor and/or customer. No employee-employer relationship is created by Your use of the Service or participation in the Affiliate Member Program. You do not have any obligation to refer new members to the Mesia .

8. Disclaimers And Limitations On Liability

Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE AFFILIATE MEMBER PROGRAM IS AT YOUR SOLE RISK. THE MEMBER PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MESIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MESIA MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE AFFILIATE MEMBER PROGRAM OR ANY TRANSACTIONS ENTERED INTO THROUGH THE AFFILIATE MEMBER PROGRAM.

Notwithstanding Mesia's Privacy Statement and the security precautions taken against disclosure of personal information, there are certain conditions that exist on the Internet generally which are outside Mesia's control and could result in a breach of security. Accordingly, Mesia cannot guarantee that Your confidential information will be free from corruption or piracy. You hereby expressly waive any claim against Mesia arising out of the loss of data through corruption, piracy, breach of security or for any other reason.

Mesia is NOT responsibility for the privacy practices or content on any other website, including those of its Affiliate Members.

Limitations On Liability

You assume any and all liability associated with the commitments and representation You make in this Agreement or Your failure to comply with the Rules. Everything provided by us is provided "As Is". All warranties and conditions, express or implied, including without limitation the implied warranties of title, merchantability, fitness for a particular purpose and non- infringement. To the maximum extent allowed by law, Mesia and any of its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with this agreement. Further, Mesia will not have any liability for any losses You experience because its services or products are not operational or accessible by you. If You are dissatisfied with the Mesia service, any of Mesia's products or promotions available through Mesia's service, Your sole and exclusive remedy is to cancel Your membership. This section does not limit liability for bodily injury of a person. Some states do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you.

Our advertisers may also offer discounts on their products and services in the form of online coupons or premiums that You can order by mail or email. Mesia has no responsibility or liability for the fulfillment of such discounts and premiums. All disputes between You and an advertiser must be resolved by You directly with such Advertiser. Further, the content of the advertisements and presentment of the products and services offered are the sole responsibility of our Advertisers. Mesia is not responsible for the accuracy, truth, or reliability of any product, information, opinions, representations, warranties, advice or other material provided in these advertisements and offered by the advertiser.

9. General Contract Terms

Mesia will not be in default or otherwise liable for any delay or failure in its performance under this Agreement where such delay or failure arises by reason of an Act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, power or system failures, failure of the Internet, computer hacking, or other causes beyond the control of Mesia.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to rules governing choice of laws and the United Nations Convention on Contracts for the International Sale of Goods, if applicable, and You irrevocably consent to the jurisdiction of such courts.

If any part of this Membership Agreement is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. This Membership Agreement is personal to You and You may not transfer, delegate, or assign this Membership Agreement, Your referral network, Your Mesia account or other benefits You receive from the Mesia Member Program to anyone. Any attempt by You to assign or delegate this Membership Agreement shall be null and void.

This Membership Agreement constitutes the entire agreement between You and Mesia in connection with affiliate membership in the Mesia Affiliate Member Program and supersedes all prior agreements between the parties regarding the subject matter contained herein.

By submitting the required information on the online form, I am indicating that I have read the Affiliate Membership Agreement, and agree to be bound by its terms and conditions.