Pay-Per-Download Terms -- effective February 2007

If you have a Basic, Premium, or Free Listing Package, you may make a bid to participate in our Pay-Per-Download Program. For you to participate in the Pay-Per-Download Program you must have a current subscription to a Basic, Premium, or Free Listing Package and your account through CNET Upload.com must be in good standing. We will evaluate bids based on certain factors including, but not limited to, the amounts you specify for the Completed Download Rate, the Spend Cap, and your product's expected performance.

If you are selected as a Pay-Per-Download Program participant,

• Your product will be placed among the top five listing positions in certain subcategories on the CNET Upload.com network of sites (the ï¿?CNET Upload.com Network). We, in our sole discretion, will determine in which category and where among a category's top five listings your product will appear. We may also promote your product on other sites within the CNET Upload.com Network, with placement and frequency that we determine in our sole discretion.
• The CNET Upload.com Network is comprised of Download.com and may include certain sites owned or operated by CNET Networks, Inc., certain third party sites, and software applications for which we are providing, or may provide, download services, in all cases selected by us in our sole discretion.
• You understand and agree that we will not have any obligation to promote your product or otherwise place your product on any of our sites or our partner sites unless we accept your bid for the campaign. If we do accept your bid, you will be bound by the terms set forth in this Agreement.

Completed Download Rate

The Completed Download Rate is the amount you will pay us for each Completed Download. A "Completed Download" occurs each time our tracking software records that a user has received an entire download file of your product after initiating the download process from any site within the CNET Upload.com Network. We host your file for the duration of your Pay-Per-Download campaign or until you hit the Spend Cap (as defined below), whichever occurs first. Our tracking software will maintain the official, definitive measurement of our performance, and no other measurements (including yours) will be accepted or have any bearing on your obligations under the Pay-Per-Download Program.

Spend Cap

The Spend Cap is a maximum amount we will bill you for Completed Downloads of a specific product delivered during your Pay-Per-Download campaign. We reserve the right to remove your product from the listings on the CNET Upload.com Network at or about the point (as reasonably determined by us) at which the aggregate number of Completed Downloads for your product reaches the Spend Cap.

Estimated Ranking and Spending

Before submitting a Pay-Per-Download bid you will be given an opportunity to preview the estimated ranking and spending for your Pay-Per-Download campaign. This information is provided for preview purposes only, and may not reflect the latest bidding activity or actual campaign performance. Estimates are not a guarantee of placement at close of the bidding window. We reserve the right to make any and all necessary adjustments or changes to the final rankings for any reason.

Payment & Refunds

If we accept your bid, we will charge your credit card the Spend Cap for the product at the beginning of your Pay-Per-Download campaign. At the end of your Pay-Per-Download campaign, you will owe us an amount equal to the number of Completed Downloads multiplied by the Completed Download Rate. At that time, we will refund you the difference between the Spend Cap the amount that you owe us. Please allow two billing cycles for the refund to appear on your credit card statement.