**Exhibit 10.37****WEBPAGE DEVELOPMENT AND HOSTING AGREEMENT**This WEBPAGE DEVELOPMENT AND HOSTING AGREEMENT (“Agreement”) is entered into effective as ofFebruary 1, 2008 (“Effective Date”) by and between QUEPASA CORPORATION, a Nevada corporation(“Developer”) and BRC GROUP, LLC, a California limited liability company (“BRC”) and ALIANZA DEFUTBOL, L.L.C., a Texas limited liability company (“ALIANZA”). ALIANZA and BRC shall collectivelybe referred to herein as (“BRC/ALIANZA”). Developer and BRC/ALIANZA may also be referred to inthis Agreement individually as a “Party” and collectively as the “Parties.”RecitalsA. BRC/ALIANZA is currently the registered owner of the domain names alianzadefutbol.net andalianzadefutbol.com (individually and collectively, “Domain Names”).B. Developer is in the business of website design, development and hosting.C. BRC/ALIANZA desires to retain Developer to host and maintain an online social networkingcommunity for BRC/ALIANZA to be hosted on Developer’s website at www.quepasa.com where ALIANZAmembers can go to: (i) access ALIANZA tournament information; (ii) create a profile; (iii) uploadphotographs; and (iv) upload videos. Such online community, including wherever Content resides andwherever users interact online with respect to ALIANZA, shall be referred to herein as the“Webpage”.D. Developer desires to design, develop, host and maintain the Webpage on Developer’swww.quepasa.com website.NOW, THEREFORE, in consideration of the promises, terms and conditions set forth herein andother valuable consideration, the sufficiency of which is hereby acknowledged by the Parties,Developer and BRC/ALIANZA hereby agree as follows:Agreement1. Incorporation of Recitals. The Parties agree that the foregoing recitals are accurateand are incorporated in this Agreement by this reference.2. Definitions. The capitalized terms set forth in this Agreement and not definedelsewhere herein shall have the meanings set forth below:2.1. “BRC/ALIANZA Content” means all data, text, pictures, sound, graphics, logos, marks,symbols, video, and other materials supplied by BRC/ALIANZA to Developer under this Agreement.
 
 

 
2.2. “BRC Loan Documents” means that certain Promissory Note in the principal amount of SixHundred Thousand Dollars ($600,000), Loan Agreement, Right of Purchase and Right of First RefusalAgreement, and an Equity Interests Purchase Warrant, each dated March 10, 2008, between BRC Group,LLC and Developer.2.3. “Developer Content” means all data, text, pictures, sound, graphics, logos, marks,symbols, video, and other materials supplied by Developer under this Agreement.2.4. “Developer Tools” means any and all tools, both in object code and source code form, thatDeveloper has already developed or that Developer independently develops or licenses from a thirdparty. By way of example, Developer Tools may include, without limitation, toolbars formaneuvering between pages, search engines, Java applets, and ActiveX controls.2.5. “Host Facility” means Developer’s Internet-based data center and network.2.6. “Intellectual Property Rights” means, on a worldwide basis, any and all now known orhereafter known tangible and intangible (a) rights associated with works of authorship including,without limitation, copyrights, moral rights, and mask-works, (b) trademark and trade name rightsand similar rights, (c) trade secret rights, (d) patents, designs, algorithms, and other industrialproperty rights, (e) all other intellectual and industrial property rights of every kind and natureand however designated, whether arising by operation of law, contract, license, or otherwise, and(f) all registrations, initial applications, renewals, extensions, continuations, divisions, orreissues thereof now or hereafter in force (including any rights in any of the foregoing).2.7. “User Content” means all data, text, pictures, sound, graphics, logos, marks, symbols,video, and other materials provided by Webpage users.2.8. “Work Product” means all HTML files, Java files, graphics files, animation files, datafiles, technology, scripts, and programs, both in object code and source code form, alldocumentation, and all other items and information, whether tangible or intangible and in whateverform or media, created, written, conceived, made, or discovered by Developer or any Developerpersonnel in connection with the performance of this Agreement.3. Webpage Development.3.1. Redirection of Domain Names. BRC/ALIANZA shall, on or before the date set forthin Exhibit “A,” redirect the uniform resource locators for the Domain Names to Developer’swebsite at www.quepasa.com.3.2. Design Document. Beginning on or before February 1, 2008, Developer shall, afterconsultation with BRC/ALIANZA, use Developer’s commercially reasonable efforts to develop anddeliver to BRC/ALIANZA, on or before the date set forth in Exhibit “A,” attached hereto andincorporated herein by reference (“Delivery Date”), awritten document that describes the content and functionality of the Webpage, advertising andother obligations of the Parties in connection with this Agreement (“Design Document”).BRC/ALIANZA shall have ten (10) business days from the Delivery Date to approve or reject theDesign Document. If BRC/ALIANZA rejects the Design Document, BRC/ALIANZA shall specify in writingthe reasons for rejecting the Design Document and Developer shall use commercially reasonableefforts to modify and submit a final version of the Design Document in accordance withBRC/ALIANZA’s written comments.
 
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3.3. Development Services. Upon BRC/ALIANZA’s approval of the final Design Document,Developer shall use commercially reasonable efforts to develop the Webpage according to thespecifications set forth in the Design Document and to make available the Webpage to BRC/ALIANZAand the public pursuant to the timeline set forth in Exhibit “A.”3.4. Change Orders. If at any time after receipt of Developer’s notice that theWebpage is publicly accessible, BRC/ALIANZA desires to modify the Webpage, other than formaintenance as set forth in Section 4 of this Agreement, BRC/ALIANZA shall notify Developer inwriting and the Parties shall agree in writing to the terms and conditions regarding any suchmodifications to be made by Developer to the Webpage.3.5. Accessibility of Webpage During Development. During the construction anddevelopment of the Webpage, the Webpage shall be accessible to BRC/ALIANZA. Until Developerreceives BRC/ALIANZA’s written approval of the Webpage, as provided in Exhibit “A,” theWebpage shall not be accessible to third party users.3.6. Content. Developer agrees to create or otherwise obtain rights to all DeveloperContent. BRC/ALIANZA shall from time to time provide BRC/ALIANZAContent to Developer forinclusion in the Webpage and access to Developer to BRC/ALIANZA databases. Developer shallcoordinate the placement of all advertising and BRC/ALIANZA Content on the Webpage and shallprovide and have the exclusive right to provide all statistical tracking for the Webpage.3.7. Additional Services. Developer may provide additional media services for theWebpage, as set forth in Exhibit “B,” attached hereto and incorporated herein by reference,upon written notice from BRC/ALIANZA specifying BRC/ALIANZA’s election to receive such additionalmedia services and the level of additional media services to be provided. The Parties shall amendthis Agreement to reflect the terms and conditions regarding any such additional media services.4. Maintenance. Unless this Agreement is terminated by either Party prior to theexpiration of the term pursuant to the terms of Section 9 below, Developer shall have the exclusiveright and responsibility to maintain the Webpage for the term of this Agreement. Maintenanceservices shall include updating or correcting: Developer Content, BRC/ALIANZA Content, proprietarynotices, policies and procedures, and advertising on the Webpage. Maintenance services donot include, without limitation, any redesign of the Webpage, adding new functionality or creating new content. Developer has theexclusive right and responsibility to perform all maintenance services to and for the Webpage.
 
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5. Hosting; Webpage Availability.5.1. Hosting Services. Commencing on the Webpage Launch Date, as set forth inExhibit A, Developer shall host, maintain, and manage the Webpage, including accessthereto, and install and maintain the equipment by which the Webpage is being operated, all as morefully described as follows:a. Internet Access. Developer shall be solely responsible, at Developer’s expense,for acquiring, handling, maintaining, and executing any agreements for Internet access necessary tomake the Webpage available on the Internet for access by BRC/ALIANZA and the Webpage users inaccordance with this Agreement.b. Webpage Back-Up. Developer shall maintain back-up copies of the Webpage inaccordance with Developer’s policies and procedures.c. Host Facility. The Host Facility (including, but not limited to, the equipmentused to perform the hosting services as set forth in this Section 5) shall be secured, operated andmaintained in accordance with Developer’s policies and procedures.d. Technology Refreshing. Developer shall, at no additional cost to BRC/ALIANZA,apply developments, versions and updates of Internet-related technology (individually andcollectively, “Developments”) obtained or otherwise adopted by Developer during the term of thisAgreement to the Webpage to the extent such Developments may be incorporated in the Webpage.e. Webpage Capacity. Developer shall employ commercially reasonable efforts toprovide hosting capacity to achieve or exceed the service levels agreed upon by the Parties in theDesign Document. BRC/ALIANZA agrees to use reasonable efforts to cooperate with Developer toforecast and anticipate increases in Webpage traffic due to marketing events or other specialcircumstances that could change the rate of Webpage usage typically observed under normal Webpageoperation.5.2. Downtime.a. Unless this Agreement is terminated by Developer prior to the expiration of the term,Developer shall use commercially reasonable efforts to make the Webpage available twenty-four (24)hours per day, seven (7) days per week for the term of this Agreement. BRC/ALIANZA agrees thatfrom time to time the Webpage may be unavailable for, but not limited to, the following reasons:(a) equipment malfunction; (b) periodic maintenance procedures or repairs; or (c) causes beyond thecontrol of Developer, including interruption or failure of telecommunication or digitaltransmission links or hostile network attacks (individually and collectively, “Downtime Event”).Developer shall provide at least twenty-four (24) hours’ advance written notice toBRC/ALIANZA regarding any scheduled Downtime Event. Developer shall notify Webpage users ofany scheduled Downtime Event by placing a written notice on the Webpage at least twelve (12) hoursprior to any scheduled Downtime Event or, if possible, within thirty (30) minutes after Developerreceives notice of any unscheduled Downtime Event. Developer shall use commercially reasonableefforts to repair and/or restore the Webpage as quickly as possible.
 
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b. In the event that the Webpage in unavailable for five (5) consecutive days, BRC/ALIANZAshall have the right to terminate this Agreement upon written notice to Developer, which noticeshall be accompanied by payment in full of any amounts outstanding under the Loan Agreement datedMarch 10, 2008 between the Parties. In the event of such termination, the provisions of Section9.2 shall apply.c. OTHER THAN AS SET FORTH IN THIS AGREEMENT, DEVELOPER MAKES NO REPRESENTATION OR WARRANTYRELATED TO UPTIME, THE SECURITY OF THE WEBPAGE, OR VULNERABILITY OF THE WEBPAGE TO ANY ATTACK OROTHER MALICIOUS, HARMFUL OR DISABLING DATA, WORK, CODE OR PROGRAM.6. Consideration.6.1. Consideration. In exchange for Developer’s services provided to and on behalf ofBRC/ALIANZA under this Agreement, BRC/ALIANZA hereby agrees that Developer shall be named theofficial sponsor the 2008 National Alianza Tournament (“Tournament”) and shall receive thepromotional opportunities set forth in Exhibit “C,” attached hereto and incorporated hereinby reference. The Parties agree that the sponsorship and promotional opportunities have a value ofThree Hundred Thousand and No/100 Dollars ($300,000).6.2. Advertising Revenue.a. As part of the Design Document, the Parties shall agree upon the parameters of advertisingto be sold on the Webpage, including pricing, package elements, and terms and conditions.Developer and BRC/ALIANZA shall each use commercially reasonable efforts to sell advertising on theWebpage, provided, however, that the Parties shall agree upon an advertising plan to be set forthin the Design Document and shall further communicate regularly to avoid duplication of efforts andsales to competing companies. Both Parties must consent to each advertiser on the Webpage. EachParty agrees to provide written notice to the other Party concerning the identity of each proposedadvertiser for the other Party’s approval, which approval shall not be unreasonably withheld. EachParty will be deemed to have approved the advertiser(s) set forth in the other Party’s writtennotice, unless the noticed Party provides the other Party with written notice to the contrarywithin ten (10) days from the date of the noticing Party’s written notice. The Parties shall notsell any advertising which extends beyond the term of this Agreement. Each Party shall beresponsible for its own costs and expenses incurred in connection with advertising sales, includingsales commissions. Any information related to an advertiser shall be owned by the Party that soldthe advertisement.
 
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b. Developer and BRC/ALIANZA agree to share equally in all gross revenue generated from onlineadvertising related to the Webpage. Gross revenues shall include monies generated from all onlineWebpage advertising, whether secured by BRC/ALIANZA or Developer, during the term of this Agreementand shall be calculated prior to deduction of sales commissions, taxes or other expenses.Notwithstanding the foregoing, any sponsors secured by BRC/ALIANZA prior to the Effective Date ofthis Agreement, as set forth in the Design Document, shall be entitled to run agreed upon banneradvertisement campaigns on the Webpage without charge.c. Each Party shall be solely responsible for the collection and accounting of all revenuegenerated as a result of advertising on the Webpage attributable to the advertising sold by thatParty. Each Party agrees to reasonably cooperate with and assist the other Party with thecollection of advertising fees as may be requested by the other Party from time to time during theterm of this Agreement. Each Party shall provide the other Party with monthly reports with respectto all revenue which it receives and shall remit to the other Party its share of such revenuewithin fifteen (15) days of the end of the month in which such revenue was received.6.3. Expenses. Developer shall be liable for the payment of all expenses arising fromor in connection with Developer’s services provided under this Agreement, including, withoutlimitation, expenses for facilities, computer hardware and equipment, software, utilities,Developer Content licenses and permissions, Internet and/or telecommunications charges, management,administrative services and supplies. Notwithstanding the foregoing, Developer shall not be liablefor expenses related to any change orders pursuant to Section 3.4 or for expenses related to anydevelopment or design service not included in the original Design Document or for services that areexcluded from maintenance as set forth in Section 4.6.4. Reporting. Developer shall provide to BRC/ALIANZA written reporting regardinguser traffic, impressions, page views, video creation and storage and other relevant statisticsrelated to the functionality offered in the Webpage on a monthly basis. If and when Developeradopts web-based technologies for reporting, Developer shall offer BRC/ALIANZA the opportunity toobtain such reports electronically.6.5. Audit Rights. Each Party shall maintain complete and accurate records withrespect to the calculation of all payments received by that Party for advertising, sponsorship orother benefits sold by that Party with respect to the Webpage. Each Party shall have the right, atits expense, to audit the other Party’s books and records for the purpose of verifying and trackingpayment amounts due to the Party under the terms of this Agreement. Any audits made pursuant tothis Section 6.5 shall be made not more than once per year, on not less than ten (10) days priorwritten notice, during regular business hours, by auditors reasonably acceptable to the Party whoserecords are to be audited. If the auditor’s figures reflect payment due under this Agreement otherthan those reported by the reporting Party, then the reporting Party shall pay the amount owed(if such amount is higher than reported), or the auditing Party shall reimburse the reportingParty for the difference (if such amount is lower than reported), as the case may be. In addition,for any audit performed hereunder, if the auditor’s figures vary by more than ten percent (10%)from the figures provided by the reporting Party, then the reporting Party shall pay the reasonableexpenses incurred by the auditing Party for the audit.
 
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7. Intellectual Property Issues.7.1. Licenses by BRC/ALIANZA.a. BRC/ALIANZA hereby grants Developer a non-transferable, non-exclusive, royalty-free (exceptas provided herein), worldwide license to publicly display, publicly perform, transmit, modify,distribute and reproduce BRC/ALIANZA Content for the term of this Agreement for the purpose ofDeveloper performing its obligations hereunder. Developer shall NOT be responsible forobtaining any necessary permissions or authorizations for BRC/ALIANZA Content or Developer’s accessto and use of the databases.b. BRC/ALIANZA hereby grants to Developer a non-transferable, non-exclusive, world-wide,royalty-free right and license to use the trademarks set forth in the Design Document for the termof this Agreement in connection with the Webpage and in and on Developer’s promotional materialsand websites, subject to the prior written approval of BRC/ALIANZA in each case, which approvalshall not be unreasonably withheld. Notwithstanding the foregoing, where Developer requestsapproval, such approval shall be deemed to be granted by BRC/ALIANZA, if BRC/ALIANZA does notrespond in writing to the contrary within ten (10) days from the date Developer requested approval.7.2. Ownership of Work Product. The Work Product is and shall remain the sole andexclusive property of Developer and Developer shall retain all Intellectual Property Rightstherein.7.3. Ownership of Content and Webpage. As between the Parties, all BRC/ALIANZA Contentshall at all times remain the sole and exclusive property of BRC/ALIANZA or its licensors, whichshall retain all Intellectual Property Rights therein. Developer shall have no rights in suchBRC/ALIANZA Content other than the limited right to use it for the purposes expressly set forth inthis Agreement. As between the Parties, all Developer Tools, Work Product, and Developer Contentshall at all times remain the sole and exclusive property of Developer or its licensors, whichshall retain all Intellectual Property Rights therein. As between the Parties, User Content andall other user data and information shall be co-owned by the Parties. Upon termination of thisAgreement, Developer shall provide to BRC/ALIANZA for BRC/ALIANZA’s use the names and emailaddresses of all BRC/ALIANZA Webpage members and a copy of all User Content.7.4. Domain Name Ownership; Statistical Data. BRC/ALIANZA shall retain all right,title and interest in the BRC/ALIANZA Domain Names, unless otherwise transferred to Developer undera separate agreement. Developer shall retain all right, title and interest to all statistical datagenerated through statistical tracking of the Webpage.
 
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7.5. Retention of Rights by BRC/ALIANZA. Subject to Developer’s rights as set forthin this Agreement, BRC/ALIANZA shall have the right to grant other online rights, except for asocial networking content related page, with respect to BRC, ALIANZA, and/or the Tournament tothird parties in its discretion.8. Term. The term of this Agreement shall commence on the Effective Date and shallcontinue for a period of three (3) years, unless earlier terminated by either Party pursuant to theterms of Section 9 below.9. Termination.9.1. Termination for Cause.a. By BRC/ALIANZA. If Developer fails to perform any of its material obligationsunder this Agreement and such breach continues for a period of thirty (30) days followingDeveloper’s receipt of written notice from BRC/ALIANZA specifying such breach, BRC/ALIANZA shallhave the right to terminate this Agreement upon delivery of written notice of termination toDeveloper (“Termination Notice”). If the breach specified in BRC/ALIANZA’s Termination Notice iscurable but of a nature such that it cannot be cured through the exercise of reasonable diligencewithin the thirty (30) day cure period, the cure period shall be extended to a period as isreasonable (but in no event more than 90 days) to cure the breach.b. By Developer. If BRC/ALIANZA fails to perform any of its material obligationsunder this Agreement, including, without limitation, agreeing to the terms of the final DesignDocument submitted by Developer pursuant to Section 3.2 above, or breaches any other term orcondition of this Agreement or any other agreement executed by and between the Parties, including,without limitation, any uncured default under the BRC Loan Documents, Developer may immediatelyterminate this Agreement upon delivery of written notice to BRC/ALIANZA, in addition to seeking anyand all other remedies available to Developer.9.2. Effect of Termination. Upon any expiration or early termination of thisAgreement, the following shall apply:a. Except for a termination under Section 9.1(b) for a breach by BRC/ALIANZA, Developer shall,at no cost to BRC/ALIANZA: (a) return to BRC/ALIANZA all BRC/ALIANZA Content within ten (10)business days following the termination or expiration date of this Agreement; (b) immediately onthe date that the Webpage is no longer publicly accessible, and for a period of ninety (90) daysthereafter, maintain the Webpage’s URL and, at such URL, provide one (1) page (including ahypertext link) that BRC/ALIANZA may use to direct its users to its new webpage orsome other URL of BRC/ALIANZA’s choosing; as BRC/ALIANZA may request and transferring alloperations of the Webpage to a new provider chosen by BRC/ALIANZA.
 
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b. Subject to the terms of Section 9.2(c) below, within thirty (30) days from the expirationor termination date of this Agreement, each Party shall deliver a final accounting of alladvertising revenues received and due to the other Party, but not yet paid to the other Party(“Advertising Amounts Due”), along with payment of all Advertising Amounts Due to the other Party.c. Upon termination by Developer under Section 9.1(b) for a breach by BRC/ALIANZA, BRC/ALIANZAshall have no right to any share of advertising revenues received by Developer after thetermination date for any and all advertising placed on the Webpage after the termination date.Developer shall have the right in its discretion to maintain the Webpage, including BRC/ALIANZAContent, User Content, BRC/ALIANZA Confidential Information and all Intellectual Property Rightsand other rights arising from or in connection thereto until February 1, 2011, to sell advertisingon the Webpage subject to BRC/ALIANZA’s consent rights set forth in Section 6.2(a) andBRC/ALIANZA’s sponsors’ rights set forth in Section 6.2(b), and to retain all advertising revenuesarising from or in connection with the Webpage. Developer shall take the steps set forth in 9.2(a)upon the earlier of February 1, 2011 or the date Developer no longer maintains the Webpage.d. Each Party shall promptly return to the other all Confidential Information and othermaterials owned by or licensed to the other in such Party’s direct or indirect possession orcontrol. Notwithstanding the foregoing, this Section 9.2(d) shall not apply if Developerterminates this Agreement under Section 9.1(b), and Developer shall have the right to retainBRC/ALIANZA Confidential Information until the later of February 1, 2011 or the date Developer nolonger maintains the Webpage.10. Confidential Information.10.1. Protection of Confidential Information. Each Party (“Disclosing Party”) mayfrom time to time during the term of this Agreement disclose to the other Party (“Receiving Party”)certain non-public information regarding the Disclosing Party’s business, including technical,marketing, member, financial, personnel, vendor and sponsor, planning, statistical and otherinformation (collectively, “Confidential Information”). The Disclosing Party shall mark all suchConfidential Information in tangible form with the legend “Confidential,” “Proprietary” or asimilar legend. With respect to Confidential Information disclosed orally, the Disclosing Partyshall describe such Confidential Information as such at the time of disclosure and shall confirmsuch Confidential Information in writing within thirty (30) days after the date of oral disclosure.Except as expressly permitted by this Agreement, the Receiving Party shall not disclose theConfidential Information of the Disclosing Party and shall protect the Confidential Information ofthe Disclosing Party using the same degree of care the Receiving Party ordinarily uses with respectto its own Confidential Information, but in no event with less than reasonable care. The ReceivingParty shall not use the Confidential Information of the Disclosing Party for any purpose notexpressly permittedby this Agreement, and shall limit disclosure of Confidential Information of the DisclosingParty to the employees, contractors or agents of the Receiving Party who have a need to know suchConfidential Information for the purposes of this Agreement and who are, with respect to theConfidential Information of the Disclosing Party, bound in writing by confidentiality terms no lessrestrictive than those contained in this Agreement. The Receiving Party shall provide copies ofsuch written agreements to the Disclosing Party upon request; provided, however, that suchagreements shall themselves be deemed the Confidential Information of the Receiving Party.
 
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10.2. Exceptions. Notwithstanding anything herein to the contrary, ConfidentialInformation shall not include any information that: (a) was already lawfully known to theReceiving Party at the time of disclosure by the Disclosing Party as reflected in the writtenrecords of the Receiving Party; (b) was or has been disclosed by the Disclosing Party to a thirdparty without obligation of confidence; (c) was or becomes lawfully known to the general publicwithout breach of this Agreement; (d) is independently developed by the Receiving Party withoutaccess to, or use of, the Confidential Information; (e) the Disclosing Party approves in writing awritten request of the Receiving Party to disclose certain Confidential Information; (f) wasrequired to be disclosed in order for the Receiving Party to enforce its rights under thisAgreement; or (g) is required to be disclosed by law or by the order of a court or similar judicialor administrative body; provided, however, that the Receiving Party shall notify the DisclosingParty of such requirement immediately and in writing, and shall cooperate reasonably with theDisclosing Party, at the Disclosing Party’s expense in obtaining a protective or similar order withrespect to the Confidential Information.10.3. Return of Confidential Information. The Receiving Party shall return to theDisclosing Party, destroy or erase all Confidential Information and materials containing orreferencing the Confidential Information of the Disclosing Party: (a) upon the written request ofthe Disclosing Party, or (b) subject to Developer’s rights under Section 9.2(c),upon the expirationor termination of this Agreement, whichever comes first, and in both cases, the Receiving Partyshall certify promptly and in writing that the Receiving Party has done so.11. BRC/ALIANZA Covenants, Representations and Warranties. BRC/ALIANZA covenants andrepresents and warrants, for the benefit of Developer, as of the Effective Date and throughout theterm of this Agreement:11.1. Power and Authority. The individual executing this Agreement on behalf ofBRC/ALIANZA is fully authorized to do so and has the power and authority to enter into and bindBRC/ALIANZA to perform all of BRC/ALIANZA’s obligations under this Agreement.11.2. No Conflict. BRC/ALIANZA is under no, and will not enter into any, obligation,agreement or restriction that would in any way interfere or conflict with BRC/ALIANZA’s obligationsor the consideration to be provided to Developer under this Agreement.11.3. Ownership Rights. BRC/ALIANZA is the author, owner or licensee of allBRC/ALIANZA Content, , Confidential Information and the Domain Names provided to Developer underthis Agreement and BRC/ALIANZA has all necessary right, title and interest to assign or license allintellectual and other property rights in and to such content, Confidential Information and DomainNames to Developer as set forth in this Agreement.
 
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11.4. Domain Names. BRC/ALIANZA is solely responsible for the maintenance of theregistration of the Domain Names and the redirection of the uniform resource locators for theDomain Names to Developer’s website at www.quepasa.com.11.5. Compliance with Laws. All BRC/ALIANZA Content, database, information,Confidential Information and Domain Names comply with all applicable international, national andlocal laws and regulations, including, without limitation, those pertaining to intellectualproperty rights, unfair competition, defamation, false advertising and anti-discrimination and thatthe content provided by BRC/ALIANZA shall not contain any material which is illegal, immoral,vulgar, obscene, indecent, pornographic, harassing, or intimidating.12. Developer Covenants, Representations and Warranties. Developer covenants andrepresents and warrants, for the benefit of BRC/ALIANZA, as of the Effective Date and throughoutthe term of this Agreement that the individual executing this Agreement on behalf of Developer isfully authorized to do so and has the power and authority to enter into and bind Developer toperform all of Developer’s obligations under this Agreement.13. Disclaimer of Warranties. BRC/ALIANZA ACCEPTS THE WEBPAGE ON AN “AS IS” BASIS.DEVELOPER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE WEBPAGE,INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ORMERCHANTABILITY. DEVELOPER DOES NOT WARRANT THAT THE WEBPAGE WILL BE SECURE, ERROR-FREE, FREE FROMATTACK, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR AVAILABLE ON DEMAND. DEVELOPER SHALL NOT BELIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE CREATION, HOSTING OR MAINTENANCE OF THEWEBPAGE. BRC/ALIANZA UNDERSTANDS AND AGREES THAT DEVELOPER SHALL NOT BE RESPONSIBLE FOR STORAGEAND BACK-UP OF THE WEBPAGE AND THAT DEVELOPER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONTENTPROVIDED BY BRC/ALIANZA OR POSTED ON THE WEBPAGE BY THIRD PARTY USERS.14. Limitation of Liability. DEVELOPER SHALL NOT BE LIABLE TO BRC/ALIANZA, ITS DIRECTORS,OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, INSURERS, GUARANTORS,AFFILIATES, USERS OR SUCCESSORS OR ASSIGNS, FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANYINDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSTPROFITS, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO,NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. BRC/ALIANZA UNDERSTANDS AND AGREES THAT, OTHER THAN AS EXPRESSLY SETFORTH IN THIS AGREEMENT, BRC/ALIANZA’S SOLE REMEDY UNDER THIS AGREEMENT WILL BE CORRECTION OF THEWEBPAGE CONTENT OR DEVELOPER’S COMMERCIALLY REASONABLE EFFORTS TO RESTORE FUNCTIONALITY TO THEWEBPAGE.
 
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15. Indemnification and Insurance.15.1. Indemnification By BRC/ALIANZA. BRC/ALIANZA agrees to indemnify, defend andhold Developer and its affiliates, members, managers, officers, directors, employees, contractors,agents and representatives harmless for, from and against any and all losses, threats, claims,demands, actions, judgments, obligations, suits, liabilities, costs, or other damages, including,without limitation, reasonable attorneys’ fees, expert witness fees, costs of court and otherexpenses, resulting from or in connection with any claims by third parties or liabilities ordamages related to: (i) any intellectual property claims, including, without limitation, anyBRC/ALIANZA Content; (ii) any breach by BRC/ALIANZA of this Agreement, including, withoutlimitation, any covenants, representations or warranties made herein; and (iii) any negligence orwillful misconduct of BRC/ALIANZA with respect to this Agreement or the performance hereof.Developer shall give BRC/ALIANZA prompt written notice of each known claim and tender toBRC/ALIANZA the defense or settlement of each claim at the BRC/ALIANZA’s expense.15.2. Indemnification By Developer. Developer agrees to indemnify, defend and holdBRC/ALIANZA and its affiliates, members, managers, officers, directors, employees, contractors,agents and representatives harmless for, from and against any and all losses, threats, claims,demands, actions, judgments, obligations, suits, liabilities, costs, or other damages, including,without limitation, reasonable attorneys’ fees, expert witness fees, costs of court and otherexpenses, resulting from or in connection with any claims by third parties or liabilities ordamages related to: (i) any breach by Developer of this Agreement, including, without limitation,any covenants, representations or warranties made herein; and (ii) any negligence or willfulmisconduct of Developer with respect to this Agreement or the performance hereof.. BRC/ALIANZAshall give Developer prompt written notice of each known claim and tender to Developer the defenseor settlement of each claim at the Developer’s expense.15.3. Insurance. Each Party, during the term of this Agreement and for a period of noless than three (3) years from the termination or expiration date of this Agreement, shall carrycomprehensive general liability insurance with minimum limits of One Million Dollars (US$1,000,000)for each occurrence, bodily injury and/or property damage plus excess liability insurance to aminimum of Two Million Dollars ($2,000,000) for each occurrence or such Party’s standard insurance limits, whichever isgreater, and shall have the other Party designated as an additional insured thereunder. Each Partyshall send a certificate from its insurance company to the other confirming that such insurancemeets the requirements of this Section 15.3.
 
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16. Notices. Any notice given pursuant to this Agreement shall be in writing and shall bedeemed to have been duly given when delivered by hand, facsimile, first class mail, or courierservice, postage prepaid, to the Party to which such notice is given at the respective address setforth below, or at such other address as a Party may designate from time to time during the term ofthis Agreement by notice given to the other Parties pursuant to this Section 16. Notices shall beeffective upon confirmation of receipt, or, if applicable, within seventy-two (72) hours ofmailing.       If to Developer: 7550 E. Redfield Road, Suite A