MATCHING GRANT SPONSORSHIP AGREEMENT

THE FIRE ISLAND FIFTY FIFTY MATCHING GRANT SPONSORSHIP AGREEMENT CONTRACT TERMS AND CONDITIONS FOR THE FIRE ISLAND FIFTY FIFTY's eNEWSLETTER PUBLICATIONS ("MAGAZINES"), WEBSITES ("WEBSITES") AND MOBILE APPLICATIONS AND DIGITAL MAGAZINES ("APPS")

A. THE FIRE ISLAND FIFTY FIFTY's Right To Reject, Cancel or Terminate Orders
THE FIRE ISLAND FIFTY FIFTY reserves the right at its absolute discretion, and at any time, to cancel any sponsorship order or reject any sponsorship copy, whether or not the same has already been acknowledged and/or previously published, displayed, performed or transmitted (collectively referred to herein as "Published" or "Publish"), including, but not limited to, for reasons relating to the content of the sponsorship copy or any technology associated with the sponsorship copy. In the event of such cancellation or rejection by THE FIRE ISLAND FIFTY FIFTY, sponsorship copy already run shall be paid for at the rate that would apply if the entire order were Published and no short rate will apply.

In addition, THE FIRE ISLAND FIFTY FIFTY reserves the right to (i) remove from selected copies of its Magazines and Apps sponsorship copy containing matter that subscribers have deemed objectionable; and (ii) implement blocking technology (including geo-blocking technology) in connection with its Websites and Apps.

THE FIRE ISLAND FIFTY FIFTY, at its absolute discretion, may terminate its relationship with Sponsor and/or Agency for the breach of any of the terms hereof, including without limitation a breach based on the failure on the part of either Sponsor or Agency to pay each bill by its due date. Should THE FIRE ISLAND FIFTY FIFTY terminate its relationship with Sponsor and/or Agency, a short-rate may apply and all charges incurred together with short-rate charges shall be immediately due and payable. Furthermore, in the event Sponsor or Agency breaches, THE FIRE ISLAND FIFTY FIFTY may, in addition to its other remedies, (a) cancel its recognition of Agency, thereby causing Agency to lose claim to any commission for any further sponsorship placed with THE FIRE ISLAND FIFTY FIFTY on behalf of Sponsor or any other client, and/or (b) refuse to Publish any or all of Sponsor's copy.

B. Sponsor's Failure to Run Copy/Short-Rate
All agreements for sponsorship discounts require that the specified number of advertisements be Published within a specified period and be promptly paid for. In the event of Sponsor's or its Agency's cancellation of any portion of any sponsorship order/contract or failure to have Published and paid for the specified number of advertisements, or if at any time THE FIRE ISLAND FIFTY FIFTY in its reasonable judgment determines that Sponsor is not likely to Publish and pay for the total amount of advertising specified during the term of the agreement, any rate discount will be retroactively nullified, including for previously Published advertisements, and may result in a short-rate. In such event, Advertiser and/or Agency must reimburse THE FIRE ISLAND FIFTY FIFTY for the short-rate (which is the difference between the rate charged on the contracted frequency and the higher rate based on the reduced frequency of advertisements actually Published and paid for) within 30 days of invoice therefore and Sponsor will thereafter pay for advertising at the open rate or at the earned rate(s) as applicable. Any merchandising program executed by THE FIRE ISLAND FIFTY FIFTY in reliance on advertising that is cancelled will be paid for by Advertiser/Sponsor at the fair market rate for such program.

C. Restrictions on Sponsor's/Advertiser's Ability to Cancel Advertising Orders
Orders for online Sponsorship copy are non-cancelable. Sponsorship orders for all FIRE ISLAND FIFTY FIFTY –produced merchandise and event displays are non-cancelable. If, however, THE FIRE ISLAND FIFTY FIFTY agrees to cancel an existing order, Sponsors will be responsible for the cost of any work performed or materials purchased on behalf of Sponsor, including the cost of services, paper and/or printing.

D. Sponsorship Positioning at THE FIRE ISLAND FIFTY FIFTY's Discretion
Orders for sponsorship containing restrictions or specifying positions, facings, editorial adjacencies or other requirements may be accepted and Published but such restrictions or specifications are at THE FIRE ISLAND FIFTY FIFTY ‘s sole discretion. E. Labeling of Sponsorships Sponsorships must be clearly identified and labeled "SPONSORSHIP" or "PROMOTION" or "SPECIAL SPONSORSHIP SECTION" at the top of the section, and THE FIRE ISLAND FIFTY FIFTY may, in its discretion, so label such copy.

F. CAN-SPAM
Sponsors and Agency understand that advertisements and/or other commercial messages sent on its behalf by THE FIRE ISLAND FIFTY FIFTY's via electronic mail may be governed by federal, state and local laws, rules and regulations, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and any acts related thereto, and including the interpretations thereof by the FTC or other governmental authorities (collectively, the "CAN-SPAM Act") and state "Do Not E-mail" registries. Sponsor agrees to comply with all such applicable laws, rules and regulations. Without limiting the generality of the foregoing, Sponsor shall fulfill all obligations of a "Sender" as specified in the CAN-SPAM Act, unless THE FIRE ISLAND FIFTY FIFTY agrees in writing to be designated as the "Sender". In either case, Sponsor agrees to comply with THE FIRE ISLAND FIFTY FIFTY‘s policies intended to comply with the CAN-SPAM Act.

G. Errors in or Omissions of Sponsor Copy
In the event of THE FIRE ISLAND FIFTY FIFTY's errors in or omissions of any sponsor copy(s), THE FIRE ISLAND FIFTY FIFTY's liability shall be limited to a credit of the amount paid attributable to the space of the error (in no event shall such credit exceed the total amount paid to THE FIRE ISLAND FIFTY FIFTY for the advertisement), and THE FIRE ISLAND FIFTY FIFTY shall have no liability unless the error/omission is brought to the THE FIRE ISLAND FIFTY FIFTY‘s attention no later than 60 days after the advertisement is first Published. However, if a copy of the advertisement was provided or reviewed by Sponsor, THE FIRE ISLAND FIFTY FIFTY shall have no liability. In no event will THE FIRE ISLAND FIFTY FIFTY have any liability for errors or omissions caused by force majeure or errors in key numbers, nor will THE FIRE ISLAND FIFTY FIFTY have any liability for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like.

H. Trademarks
The titles and logos of the Magazines, Websites and Apps Published or used by THE FIRE ISLAND FIFTY FIFTY are registered trademarks and/or trademarks protected under common laws. Neither the titles nor the logos may be used without the express written permission of THE FIRE ISLAND FIFTY FIFTY.

I. Warranties; Indemnification
Sponsor and its Agency, if there be one, each represent and warrant that: (i) Sponsor's websites, mobile sites, applications, and/or similar services that are associated with advertising purchased shall contain all necessary consumer disclosures required by applicable federal, state and local laws, rules and regulations, including, but not limited to, an accurate privacy policy (and Sponsor shall not violate the terms of such disclosures); and (ii) any advertising or other material (including product samples) submitted by Sponsor or Agency complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Sponsor understands that THE FIRE ISLAND FIFTY FIFTY's Magazine is distributed primarily in North America, with incidental distribution throughout the world.) As part of the consideration to induce THE FIRE ISLAND FIFTY FIFTY to Publish such advertisement, Sponsor and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless THE FIRE ISLAND FIFTY FIFTY, and its employees and representatives, against any and all liability, loss, damage, and expense of any nature, including attorneys' fees (collectively, "Losses") arising out of any actual or potential claims for libel, invasion of privacy, harm, copyright, patent, or trademark infringement, and/or any other actual or potential claims or suits that may arise out of (a) the copying, printing, publishing, displaying, performing, distributing or transmitting of such advertisement; (b) any violation of the CAN-SPAM Act or other laws relating to Sponsor's advertisements, including, but not limited to, commercial messages e-mailed on Sponsor's behalf by THE FIRE ISLAND FIFTY FIFTY; (c) the loss, theft, use, or misuse of any credit/debit card or other payment, financial, or personal information; (d) the products and/or services promoted, sold, presented and/or contained in Sponsor's advertisements; and/or (e) a breach or alleged breach of its covenants, warranties and obligations under these advertising rate card contract terms and conditions. If the THE FIRE ISLAND FIFTY FIFTY participated in the creation of an advertisement, the THE FIRE ISLAND FIFTY FIFTY will indemnify Sponsor in connection with potential claims only to the extent it has agreed to do so in writing.

J. Responsibility for Payment of Advertising Bills
In the event an order is placed by an Agency on behalf of Sponsor, such Agency warrants and represents that it has full right and authority to place such order on behalf of Sponsor and that all legal obligations arising out of the placement of the advertisement will be binding on both Sponsor and Agency. Sponsor and its Agency, if there be one, each agrees to be jointly and severally liable for the payment of all bills and charges incurred for each advertisement placed on Sponsor's behalf. Sponsor authorizes THE FIRE ISLAND FIFTY FIFTY, at its election, to tender any bill to Agency, and such tender shall constitute due notice to Sponsor of the bill and such manner of billing shall in no way impair or limit the joint and several liability of Sponsor and Agency. Any bill tendered by THE FIRE ISLAND FIFTY FIFTY shall constitute an account stated unless written objection thereto is received by THE FIRE ISLAND FIFTY FIFTY within ten (10) days from the rendering thereof. Payment by Sponsor to Agency shall not discharge Sponsor's liability to THE FIRE ISLAND FIFTY FIFTY. The rights of THE FIRE ISLAND FIFTY FIFTY shall in no way be affected by any dispute or claim between Sponsor and Agency. Sponsor and Agency agree to reimburse THE FIRE ISLAND FIFTY FIFTY for its costs and attorneys' fees in collecting any unpaid advertising charges. Sponsor confirms that it has appointed Agency, if one is specified, to be its authorized representative with respect to all matters relating to advertising placed on Sponsor's behalf with the understanding that Agency may be paid a commission.

K. No Assignment of Advertising
Sponsor and its Agency may not use any advertising space either directly or indirectly for any business, organization, enterprise, product, or service other than that for which the advertising space is provided by THE FIRE ISLAND FIFTY FIFTY, nor may Sponsor or Agency authorize any others to use any advertising space.

L. Republication of Advertisements
Sponsor and Agency agree that any submitted advertisements Published, may, at THE FIRE ISLAND FIFTY FIFTY's option, be republished, re-performed, retransmitted or otherwise reused by THE FIRE ISLAND FIFTY FIFTY or its agents in any form in whole or in part in all media now in existence or hereafter developed, whether or not combined with material of others. The copyright in any advertisement created by THE FIRE ISLAND FIFTY FIFTY is owned by THE FIRE ISLAND FIFTY FIFTY and may not be otherwise used by Sponsor or third parties without THE FIRE ISLAND FIFTY FIFTY ‘s prior written consent.

M. Sponsorship Rates
THE FIRE ISLAND FIFTY FIFTY Magazine and App rates contained in sponsorship orders that vary from the rates listed herein shall not be binding on THE FIRE ISLAND FIFTY FIFTY. THE FIRE ISLAND FIFTY FIFTY's Magazine and App rates and units of space are effective until the May 2013 issue. Announcement of any changes in rates will be made thirty (30) days in advance of the closing date for the first issue affected by such new rates. Sponsorship in issues thereafter will be at the rates then prevailing. THE FIRE ISLAND FIFTY FIFTY's Website rates contained in advertising orders that vary from the rates established by Website for Sponsors shall not be binding on Website and the sponsorships ordered may be inserted and charged for at the actual schedule of rates. Announcement of any changes in Website's rates will be made thirty (30) days in advance of the first advertisements affected by such new rates. Advertisements Published thereafter will be at the Website's rates then prevailing.

N. Rate Base Guarantees
Rate base guarantees are made on an annual twelve month average.

O. Choice of Law and Forum
All issues relating to advertising will be governed by the laws of the State of New York applicable to contracts to be performed entirely therein. Any action brought by Sponsor against THE FIRE ISLAND FIFTY FIFTY relating to advertising must be brought in the state or federal courts in New York, New York. The parties hereby consent to the exclusive jurisdiction of the state or federal courts in New York, New York in connection with actions relating to advertising, including, but not limited to, actions to collect amounts due for advertising.

P. Entire Agreement
The foregoing terms and conditions (and the Additional Terms set forth below) shall govern the relationship between THE FIRE ISLAND FIFTY FIFTY and Sponsor and/or Agency. THE FIRE ISLAND FIFTY FIFTY has not made any representations to Sponsor or Agency that are not contained herein. Unless expressly agreed to in writing and signed by an officer or senior executive of THE FIRE ISLAND FIFTY FIFTY, no other terms or conditions in contracts, orders, copy, or otherwise will be binding on THE FIRE ISLAND FIFTY FIFTY. Failure by THE FIRE ISLAND FIFTY FIFTY to enforce any of these provisions shall not be considered a waiver of such provision.

ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO THE FIRE ISLAND FIFTY FIFTY's WEBSITES AND APPS

For the purpose of clarification, the terms and conditions set forth in Sections A through R above apply to all advertisements Published in THE FIRE ISLAND FIFTY FIFTY's Magazines, Websites and Apps. In addition, the following terms and conditions ("Additional Terms") shall apply to all advertisements Published on THE FIRE ISLAND FIFTY FIFTY's Websites and Apps as provided below. To the extent the Additional Terms directly conflict with or are inconsistent with Sections A through P above, the Additional Terms shall govern with respect to THE FIRE ISLAND FIFTY FIFTY's Websites and Apps.

Q. Impression Guarantees and Calculations
THE FIRE ISLAND FIFTY FIFTY makes no guarantee or representation as to the quantity and/or quality of visits, impressions, circulation, or other usage of THE FIRE ISLAND FIFTY FIFTY's Websites or Apps or of the advertisement, or as to the use of any particular tracking or information-gathering devices, unless THE FIRE ISLAND FIFTY FIFTY expressly agrees otherwise in writing. In addition, all impressions and/or other measurements of advertisements for THE FIRE ISLAND FIFTY FIFTY's Websites and Apps shall be based solely on THE FIRE ISLAND FIFTY FIFTY's calculations for its Websites and Apps. Unless otherwise agreed to in writing by THE FIRE ISLAND FIFTY FIFTY will bill for the advertising on THE FIRE ISLAND FIFTY FIFTY's Websites based on such Websites' own ad delivery numbers ("DFP numbers"); and, if applicable, THE FIRE ISLAND FIFTY FIFTY has the right to bill for advertising in THE FIRE ISLAND FIFTY FIFTY's Apps based on its DFP numbers. In the event THE FIRE ISLAND FIFTY FIFTY and Sponsor agree in writing that certain ads will be billed based on ad delivery numbers other than the applicable Website's (and/or Apps') own DFP numbers (i.e., third party numbers), THE FIRE ISLAND FIFTY FIFTY will bill for such ads based on such third party numbers as long as the delivery discrepancy from third party numbers and DFP numbers is less than ten percent (10%). In the event that a difference of ten percent (10%) or more arises, both THE FIRE ISLAND FIFTY FIFTY and Sponsor/Agency agree to use reasonable efforts to reconcile the difference and come to a mutually agreed upon solution. If an agreement cannot be reached or if Sponsor fails to provide its third party ad delivery numbers within ten (10) business days after the end of each month of its ad campaign, THE FIRE ISLAND FIFTY FIFTY reserves the right to bill Agency/Sponsor at a delivery rate of ninety percent (90%) of DFP numbers. To the extent THE FIRE ISLAND FIFTY FIFTY fails to provide Sponsor with the number of impressions guaranteed (if applicable) on its Websites or Apps, THE FIRE ISLAND FIFTY FIFTY will provide as a sole remedy a make-good, by extending the order beyond the contracted advertising flight period until the remainder of the guaranteed impressions are delivered. For purposes of clarification, Sponsors that request a special billing schedule or an upfront bill will not receive refunds/adjustments in the case of under-delivery of guaranteed impressions (if applicable).

R. Errors in or Omissions of Advertisements
In the event of THE FIRE ISLAND FIFTY FIFTY's errors in or omissions of any advertisement(s) on its Websites or Apps (including, but not limited to, errors or omissions involved in converting Sponsor's ads into an App), THE FIRE ISLAND FIFTY FIFTY's sole liability shall be limited to a credit of the amount paid attributable to the space of the error (in no event shall such credit exceed the total amount paid to THE FIRE ISLAND FIFTY FIFTY for the advertisement), and THE FIRE ISLAND FIFTY FIFTY shall have no liability unless the error/omission is brought to the THE FIRE ISLAND FIFTY FIFTY's attention no later than 5 days after the advertisement is first Published. However, if a copy of the advertisement was provided or reviewed by Sponsor, THE FIRE ISLAND FIFTY FIFTY shall have no liability. In the event of a suspension of THE FIRE ISLAND FIFTY FIFTY's Websites or Apps due to computer, software, or network malfunction, congestion, repair, strike, accidents, fire, flood or any other cause or contingencies or force majeure beyond the reasonable control of THE FIRE ISLAND FIFTY FIFTY, it is agreed that such suspension shall not invalidate any advertising agreement but a) will give THE FIRE ISLAND FIFTY FIFTY the option to cancel any advertising agreement, or if THE FIRE ISLAND FIFTY FIFTY does not do so, b) upon resumption of THE FIRE ISLAND FIFTY FIFTY's Websites and/or Apps, the agreement shall be continued and THE FIRE ISLAND FIFTY FIFTY will have no liability for any errors or omissions or any damages caused by such suspension. In no event will THE FIRE ISLAND FIFTY FIFTY have any liability for errors in key numbers, nor will THE FIRE ISLAND FIFTY FIFTY have any liability for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like.

S. Restrictions on Sponsor's Ability to Cancel Advertising Orders
Orders for all sponsorship units on THE FIRE ISLAND FIFTY FIFTY's Websites are non-cancellable less than ten (10) days prior to the start of advertising campaign. If, however, THE FIRE ISLAND FIFTY FIFTY agrees to cancel an existing order for its Websites, Advertiser will be responsible for the cost of any work performed or materials purchased on behalf of Advertiser, including the cost of services.

T. Additional Advertiser Warranties; Indemnification
In addition to the warranties set forth in Section J above, Sponsor and its Agency, if there be one, each represent and warrant that: (i) any advertising or other material submitted by Sponsor or Agency for display on THE FIRE ISLAND FIFTY FIFTY's Websites or Apps, and any material to which the advertisement or other material links or refers, complies with all applicable laws and regulations and does not violate the personal or proprietary rights of, and is not harmful to, any person, corporation or other entity. (Sponsor understands that although the intended audience of THE FIRE ISLAND FIFTY FIFTY's Websites and Apps is primarily in North America, the Websites and certain Apps may be accessible throughout the world.); (ii) none of the advertisements or other materials provided to THE FIRE ISLAND FIFTY FIFTY for display on its Websites or Apps cause the download or delivery of any software application, executable code, any virus or malicious or social engineering (e.g., phishing) code or features; and (iii) it will not conduct or undertake, or authorize any third party to conduct or undertake, any unlawful or improper actions in connection with the Websites or Apps, including, but not limited to, generating automated, fraudulent or otherwise invalid clicks or impressions on THE FIRE ISLAND FIFTY FIFTY's Websites or Apps. In addition to the indemnification obligations of Sponsor/Agency set forth in Section J above, Sponsor and its Agency, if there be one, each agrees jointly and severally to defend, indemnify and hold harmless THE FIRE ISLAND FIFTY FIFTY and its employees and representatives for Losses (as defined in Section J above) that may arise from or relate to: (a) the linkage of any advertisement on THE FIRE ISLAND FIFTY FIFTY's Websites or Apps to other material; or (b) a breach or alleged breach of Sponsor's warranties set forth in this Section V.

U. Disclaimer
THE FIRE ISLAND FIFTY FIFTY DISCLAIMS ALL WARRANTIES AND/OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR NONINFRINGEMENT, ACCURACY, AVAILABILITY, UPTIME, MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH THE DISPLAY, PERFORMANCE AND TRANSMISSION OF ADVERTISEMENTS ON THE FIRE ISLAND FIFTY FIFTY's WEBSITES AND APPS. Without limiting the generality of the foregoing, THE FIRE ISLAND FIFTY FIFTY disclaims all warranties and guarantees with respect to its Websites and Apps, including, without limitation, warranties and/or guarantees relating to: (a) the positioning or placement of advertisements on THE FIRE ISLAND FIFTY FIFTY's Websites or Apps, (b) the availability, uptime and delivery of any impressions or advertisements on any of THE FIRE ISLAND FIFTY FIFTY's Websites or Apps; (c) advertising results on the Websites and Apps; (d) the accuracy of audience data, including, but not limited to, audience demographic data, audience size/reach data, etc. with respect to the Websites and Apps; and (e) the quantity, quality or frequency of clicks or click-through rates of advertisements on the Websites and Apps. Sponsor acknowledges that third parties other than THE FIRE ISLAND FIFTY FIFTY may generate automated, fraudulent or otherwise invalid/improper impressions, conversions, inquiries, clicks or other actions on Sponsor's advertisements displayed on THE FIRE ISLAND FIFTY FIFTY's Websites or Apps. As between Sponsor and THE FIRE ISLAND FIFTY FIFTY, Sponsor accepts the risk of any such improper actions. Sponsor's exclusive remedy for such suspected improper actions is for Sponsor to request a refund relating to its impacted advertisements in the form of advertising credits on the applicable Website or App within thirty (30) days from the end of the calendar month in which such advertisement is initially displayed on the applicable Website or App. Any advertising credit refunds in connection with the Sponsor's aforementioned requests are within the sole discretion of THE FIRE ISLAND FIFTY FIFTY.

###

AGREED:________________