earn money with adhitz, pay per CPC, CPM.TERMOS AND CONDITIONS

TERMS AND CONDITIONS
READ THIS SUBSCRIPTION AGREEMENT ("AGREEMENT") BEFORE USING THE SERVICES OFFERED BY ADHITZ, INC. ( " COMPANY "). BY CLICKING ON THE "I ACCEPT" at the time of registration, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE SUBMIT A REQUEST TO HAVE YOUR ACCOUNT CLOSED AS YOU DO NOT WISH TO USE THE SERVICES OFFERED BY THE COMPANY. ACCEPTANCE Company is expressly conditioned to its ASSENT WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, to the exclusion of all other terms; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER OF THE COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Web pages available at www.AdHitz.com, and all linked pages unless otherwise noted ("site"), are owned and operated by the company, and are accessed by you ("Subscriber") in the following terms and conditions: 1. Access to services. Subject to the terms and conditions of this Agreement, the Company may offer to provide certain related services to facilitate the purchase and sale of advertisements on the internet, bringing together Internet advertisers and publishers, as described in more detail on the website, which are selected by the Subscriber through the process provided on the site ("Services"). Company may change, suspend or discontinue the Services (or subscriber access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or responsibility. Company reserves the right, at its discretion, to refuse access to services to any candidate at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Subscriber a notice via email or postal mail. Your use of the Services by the Subscriber after such notice constitutes Subscriber's acceptance of the modified terms and conditions. Subscriber certifies the company that if subscriber is an individual (ie not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that you are legally authorized to use the services and access the Site, and assume full responsibility for the selection and use of the Services. This Agreement is invalid where prohibited by law, as well as the right of access to the Site is revoked in such jurisdictions. 2. IMPLEMENTATION. Subscriber agrees to comply with the technical specifications provided by the Company to enable the correct display of the ads in connection with the Services, including without limitation by not modifying the JavaScript or other programming provided to the Subscriber by the Company in any way. 3. COMMUNICATIONS THE UNIQUE WITH COMPANY. Subscriber agrees to direct the company and not to any advertiser or publisher, as the case may be, any communications regarding any matter arising out of subscribers use the services. 4. CONTENTS. The Site and its contents are protected by US and international copyright laws and are intended solely for the use of company subscribers and may only be used in accordance with the terms of this Agreement in connection with the authorized use of the Services. All materials displayed or executed or accessed through the Site or Services (including but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any type of advertising or other content made available or sent by any advertiser and any website or other content published by or associated with any publisher. The Subscriber shall respect all copyrights, information and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if subscriber uses any of the Services to contribute or make available content, Company is granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the Website. If Subscriber is a publisher, Subscriber grants Company the right of access, indexing and website caching of the Subscriber, or any part thereof, including by automated means, including Web spiders or crawlers. 5. RESTRICTIONS. Subscriber (if an editor, advertiser or otherwise) warrants, represents and agrees that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that: (i) is unlawful, libelous, defamatory, obscene, abusive, offensive, violent or hateful, having to do with death or murder ; (ii) contains alcohol or drugs; (iii) violate any law or right of third parties; or (iv) promote or facilitate any of the foregoing, either directly or through a peer-to-peer network that is owned, operated, or provided by the Subscriber. Without limiting the generality of the foregoing, (i) if the subscriber is an advertiser, Subscriber agrees to comply with the Company Acceptable Use Policy advertiser (found on this page), as the same may be updated from time to time at the sole discretion of the Company ( "AUP advertiser"), and if Subscriber is a publisher, the subscriber agrees to comply with the Publisher's Acceptable Use Policy, as it may be updated from time to time by the Company in its sole discretion ("AUP Publisher"). If Subscriber is a publisher, the subscriber shall not, and shall not authorize or encourage any third party to: (i) generate impressions fraudulently or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, using robots or other automated search tools and / or computer generated search requests, and / or fraudulent use of other search engine optimization services and / or software; (ii) edit, modify, filter or change the order of information contained in any advertising or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), providing a different version of the advertiser page than an end user's page would access , going directly to the advertiser's page or merging any content between the ad and the advertiser's page; or (iv) display any ads on any error page, registration or "thank you" page (eg a page that, thanks to a user after he / she has registered with the applicable site). Company reserves the right to remove any content from the Website at any time or to terminate the subscriber's right to use the Services or access the Site for any reason (including, but not limited to, upon receipt of complaints or complaints from third parties or authorities relating to such content or if the company is concerned that Subscriber may have breached the terms of this paragraph), or for any reason at all, subject to paragraph 15 (termination). Subscriber is responsible for all of your business in connection with the Services. Any fraudulent, abusive or illegal activity is grounds for termination of the right of the subscriber to use the Services or to access the Site. Your use of the Site or Services to violate the security of any computer network, break down passwords or security encryption codes, transfer or store material including illegal material that is considered threatening or obscene, or engaging in any type of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-reply, or "spam" on the site, or any processes that are executed or are activated while the subscriber is not logged in. 6.. DISCLAIMERS Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: which users gain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that the Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber, and (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or otherwise), and that Subscriber is solely responsible (and assumes all liability and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT, AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, subscriber agrees that the only method to resolve copyright infringement claims if Subscriber believes that material or content that resides or accessible through the Site or Services violates a copyright, will be through the practices described in the Controversies copyright policy. 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personally identifiable information wherever the Company deemed necessary for the performance of Company Services - including outside the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose Personal Information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY LINKED WEBSITE FOR THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's user ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or infringement by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FULFILLED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION, OR BE BARRIED forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees, as described on the site in relation to such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days from the date of issue will be canceled by the Company and will not be re-released, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Company may offer to provide certain related services to facilitate the purchase and sale of advertisements on the internet, bringing together Internet advertisers and publishers, as described in more detail on the website, and which are selected by the Subscriber through the process provided on the Site ("Services "). Company may change, suspend or discontinue the Services (or subscriber access thereto) at any time, including the availability of any feature, advertisement, publisher or content without notice or liability. Company reserves the right, at its discretion, to refuse access to services to any candidate at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending Subscriber a notice via email or postal mail. Your use of the Services by the Subscriber after such notice constitutes Subscriber's acceptance of the modified terms and conditions. Subscriber certifies the company that if subscriber is an individual (ie not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that you are legally authorized to use the services and access the Site, and assume full responsibility for the selection and use of the Services. This Agreement is invalid where prohibited by law, and the right of access to the Site is revoked in such jurisdictions. 2. IMPLEMENTATION. Subscriber agrees to comply with the technical specifications provided by the Company to enable the correct display of the advertisements in connection with the Services including, without limitation by not modifying JavaScript or other programming provided to Subscriber by Company in any way. 3. COMMUNICATIONS THE UNIQUE WITH COMPANY. Subscriber agrees to direct the company and not to any advertiser or publisher, as the case may be, any communications regarding any matter arising out of subscribers use the services. 4. CONTENTS. The Site and its contents are protected by US and international copyright laws and are intended solely for the use of company subscribers and may only be used in accordance with the terms of this Agreement in connection with the authorized use of the Services. All materials displayed or executed on or accessible through the Site or Services (including but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any type of advertising or other content made available or sent by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall respect all copyrights, information and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if subscriber uses any of the Services to contribute or make available content, Company is granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to enable others to do so in connection with the Services and the Website. If Subscriber is a publisher, Subscriber grants Company the right of access, indexing and website caching of the Subscriber, or any part thereof, including by automated means, including Web spiders or crawlers. 5. RESTRICTIONS. Subscriber (if a publisher, advertiser or otherwise) warrants, represents and agrees that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that: (i) is unlawful, defamatory, obscene, abusive, offensive, violent or hateful, which has to do with death or murder; (ii) contains alcohol or drugs; (iii) violate any law or right of third parties; or (iv) promote or facilitate any of the foregoing, either directly or through a peer-to-peer network that is owned, operated, or provided by the Subscriber. Without limiting the generality of the foregoing, (i) if the subscriber is an advertiser, the subscriber agrees to comply with the Acceptable Acceptable Use Policy Company (found on this page) as it may be updated from time to time at the sole discretion of the Company ( "AUP Advertiser"), and if Subscriber is a publisher, Subscriber agrees to comply with the Publisher's Acceptable Use Policy, as it may be updated from time to time by the Company in its sole discretion ("AUP Publisher") . If Subscriber is a publisher, subscriber must not, and will not authorize or encourage third parties to: (i) generate fraudulent impressions or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, use of robots or other automated search tools and / or computer generated search requests, and / or use fraudulent search engine optimization services and / or software; (ii) edit, modify, filter or change the order of information contained in any advertising or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), providing a different version of the advertiser page than an end user's page would access , going directly to the advertiser's page or merging any content between the ad and the advertiser's page; or (iv) display any ads on any error page, registration or "thank you" page (eg a page that, thanks to a user after he / she has registered with the applicable site). Company reserves the right to remove any content from the site at any time, or to terminate the subscriber's right to use the Services or access the Site, for any reason (including, but not limited to, receiving complaints or allegations of third parties or authorities relating to such content or if the company is concerned that Subscriber may have violated the terms of this paragraph), or for any reason at all, without prejudice to paragraph 15 (termination). Subscriber is responsible for all of your business in connection with the Services. Any fraudulent, abusive or illegal activity is grounds for termination of the right of the subscriber to use the Services or to access the Site. Your use of the Site or Services to violate the security of any computer network, break down passwords or security encryption codes, transfer or store material including illegal material that is considered threatening or obscene, or engaging in any type of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-reply, or "spam" on the site, or any processes that are executed or are activated while the subscriber is not logged in. 6.. DISCLAIMERS Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: that users gain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services infringes a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose personal information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining confidential Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining confidential Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining confidential or cancel a user ID company at your discretion. Subscriber will be responsible for maintaining confidential or cancel a user ID company at your discretion. Subscriber will be responsible for maintaining confidentialIdentity of the Subscriber Company and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, the breach of this Agreement by the subscriber (including, without limitation, AUP Publisher's violation and / or the advertiser AUP), or breach by the subscriber or third party using the subscriber's account of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION , or be barred forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees as described on the website in respect of such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company collecting any outstanding amount with the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as it may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with the Subscriber's website, as determined by the Company for the use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks, or purchases that may arise in whole or in part as a result of any violation of the AUP Publisher's Publisher (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made. All payments to subscribers are subject to, and will be made in accordance with, the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US tax identification number as required by US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days from the date of issue will be canceled by the Company and will not be re-released, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Confidential Information Company as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscriptions to the Company a non-exclusive license to republish in any medium advertising, web pages, banners, interstitial or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including without limitation, the indemnity provisions, warranty exemptions and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as an editor, the subscriber will comply with the Company's Publisher AUP, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Company may offer to provide certain related services to facilitate the purchase and sale of advertisements on the internet, bringing together Internet advertisers and publishers, as described in more detail on the website, and which are selected by the Subscriber through the process provided on the Site ("Services "). Company may change, suspend or discontinue the Services (or subscriber access thereto) at any time, including the availability of any feature, advertisement, publisher or content without notice or liability. Company reserves the right, at its discretion, to refuse access to services to any candidate at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending Subscriber a notice via email or postal mail. Your use of the Services by the Subscriber after such notice constitutes Subscriber's acceptance of the modified terms and conditions. Subscriber certifies the company that if subscriber is an individual (ie not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that you are legally authorized to use the services and access the Site, and assume full responsibility for the selection and use of the Services. This Agreement is invalid where prohibited by law, and the right of access to the Site is revoked in such jurisdictions. 2. IMPLEMENTATION. Subscriber agrees to comply with the technical specifications provided by the Company to enable the correct display of the advertisements in connection with the Services including, without limitation by not modifying JavaScript or other programming provided to Subscriber by Company in any way. 3. COMMUNICATIONS THE UNIQUE WITH COMPANY. Subscriber agrees to direct the company and not to any advertiser or publisher, as the case may be, any communications regarding any matter arising out of subscribers use the services. 4. CONTENTS. The Site and its contents are protected by US and international copyright laws and are intended solely for the use of company subscribers and may only be used in accordance with the terms of this Agreement in connection with the authorized use of the Services. All materials displayed or executed on or accessible through the Site or Services (including but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any type of advertising or other content made available or sent by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall respect all copyrights, information and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if subscriber uses any of the Services to contribute or make available content, Company is granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to enable others to do so in connection with the Services and the Website. If Subscriber is a publisher, Subscriber grants Company the right of access, indexing and website caching of the Subscriber, or any part thereof, including by automated means, including Web spiders or crawlers. 5. RESTRICTIONS. Subscriber (if a publisher, advertiser or otherwise) warrants, represents and agrees that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that: (i) is unlawful, defamatory, obscene, abusive, offensive, violent or hateful, which has to do with death or murder; (ii) contains alcohol or drugs; (iii) violate any law or right of third parties; or (iv) promote or facilitate any of the foregoing, either directly or through a peer-to-peer network that is owned, operated, or provided by the Subscriber. Without limiting the generality of the foregoing, (i) if the subscriber is an advertiser, the subscriber agrees to comply with the Acceptable Acceptable Use Policy Company (found on this page) as it may be updated from time to time at the sole discretion of the Company ( "AUP Advertiser"), and if Subscriber is a publisher, Subscriber agrees to comply with the Publisher's Acceptable Use Policy, as it may be updated from time to time by the Company in its sole discretion ("AUP Publisher") . If Subscriber is a publisher, subscriber must not, and will not authorize or encourage third parties to: (i) generate fraudulent impressions or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, use of robots or other automated search tools and / or computer generated search requests, and / or use fraudulent search engine optimization services and / or software; (ii) edit, modify, filter or change the order of information contained in any advertising or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), providing a different version of the advertiser page than an end user's page would access , going directly to the advertiser's page or merging any content between the ad and the advertiser's page; or (iv) display any ads on any error page, registration or "thank you" page (eg a page that, thanks to a user after he / she has registered with the applicable site). Company reserves the right to remove any content from the Website at any time, or to terminate the subscriber's right to use the Services or access the Site, for any reason (including, but not limited to, receiving complaints or allegations of third parties or authorities relating to such content or if the company is concerned that Subscriber may have violated the terms of this paragraph), or for any reason at all, without prejudice to paragraph 15 (termination). Subscriber is responsible for all of your business in connection with the Services. Any fraudulent, abusive or illegal activity is grounds for termination of the right of the subscriber to use the Services or to access the Site. Your use of the Site or Services to violate the security of any computer network, break down passwords or security encryption codes, transfer or store material including illegal material that is considered threatening or obscene, or engaging in any type of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-reply, or "spam" on the site, or any processes that are run or are activated while the subscriber is not logged in. 6.. DISCLAIMERS Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: that users gain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services violates a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose Personal Information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's user ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or violation by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FULFILLED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION, OR BE BARRIED forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees, as described on the site in relation to such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days of the issuance date will be canceled by the Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. photographs, pictures, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any type of advertising or other content made available or sent by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall respect all copyrights, information and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if subscriber uses any of the Services to contribute or make available content, Company is granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to enable others to do so in connection with the Services and the Website. If Subscriber is a publisher, Subscriber grants Company the right of access, indexing and website caching of the Subscriber, or any part thereof, including by automated means, including Web spiders or crawlers. 5. RESTRICTIONS. Subscriber (if a publisher, advertiser or otherwise) warrants, represents and agrees that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that: (i) is unlawful, defamatory, obscene, abusive, offensive, violent or hateful, which has to do with death or murder; (ii) contains alcohol or drugs; (iii) violate any law or right of third parties; or (iv) promote or facilitate any of the foregoing, either directly or through a peer-to-peer network that is owned, operated, or provided by the Subscriber. Without limiting the generality of the foregoing, (i) if the subscriber is an advertiser, the subscriber agrees to comply with the Acceptable Acceptable Use Policy Company (found on this page) as it may be updated from time to time at the sole discretion of the Company ( "AUP Advertiser"), and if Subscriber is a publisher, Subscriber agrees to comply with the Publisher's Acceptable Use Policy, as it may be updated from time to time by the Company in its sole discretion ("AUP Publisher") . If Subscriber is a publisher, subscriber must not, and will not authorize or encourage third parties to: (i) generate fraudulent impressions or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, use of robots or other automated search tools and / or computer generated search requests, and / or use fraudulent search engine optimization services and / or software; (ii) edit, modify, filter or change the order of information contained in any advertising or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), providing a different version of the advertiser page than an end user's page would access , going directly to the advertiser's page or merging any content between the ad and the advertiser's page; or (iv) display any ads on any error page, registration or "thank you" page (eg a page that, thanks to a user after he / she has registered with the applicable site). Company reserves the right to remove any content from the site at any time, or to terminate the subscriber's right to use the Services or access the Site, for any reason (including, but not limited to, receiving complaints or allegations of third parties or authorities relating to such content or if the company is concerned that Subscriber may have violated the terms of this paragraph), or for any reason at all, without prejudice to paragraph 15 (termination). Subscriber is responsible for all of your business in connection with the Services. Any fraudulent, abusive or illegal activity is grounds for termination of the right of the subscriber to use the Services or to access the Site. Your use of the Site or Services to violate the security of any computer network, break down passwords or security encryption codes, transfer or store material including illegal material that is considered threatening or obscene, or engaging in any type of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-reply, or "spam" on the site, or any processes that are executed or are activated while the subscriber is not logged in. 6.. DISCLAIMERS Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: that users gain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services infringes a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose personal information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or infringement by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FULFILLED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION, OR BE BARRIED forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees, as described on the site in relation to such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company collecting any outstanding amount with the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have clicks or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have clicks or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments havebeen made. All payments to subscribers are subject to, and will be made in accordance with, the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US tax identification number as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days from the date of issue will be canceled by the Company and will not be re-released, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. photographs, pictures, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any type of advertising or other content made available or sent by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall respect all copyrights, information and restrictions contained in any Content accessed in connection with the Services. Subscriber acknowledges and agrees that if subscriber uses any of the Services to contribute or make available content, Company is granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to enable others to do so in connection with the Services and the Website. If Subscriber is a publisher, Subscriber grants Company the right of access, indexing and website caching of the Subscriber, or any part thereof, including by automated means, including Web spiders or crawlers. 5. RESTRICTIONS. Subscriber (if a publisher, advertiser or otherwise) warrants, represents and agrees that you will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that: (i) is unlawful, defamatory, obscene, abusive, offensive, violent or hateful, which has to do with death or murder; (ii) contains alcohol or drugs; (iii) violate any law or right of third parties; or (iv) promote or facilitate any of the foregoing, either directly or through a peer-to-peer network that is owned, operated, or provided by the Subscriber. Without limiting the generality of the foregoing, (i) if the subscriber is an advertiser, the subscriber agrees to comply with the Acceptable Acceptable Use Policy Company (found on this page) as it may be updated from time to time at the sole discretion of the Company ( "AUP Advertiser"), and if Subscriber is a publisher, Subscriber agrees to comply with the Publisher's Acceptable Use Policy, as it may be updated from time to time by the Company in its sole discretion ("AUP Publisher") . If Subscriber is a publisher, subscriber must not, and will not authorize or encourage third parties to: (i) generating fraudulent impressions or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, use of robots or other automated search tools and / or computer generated search requests, and / or use fraudulent search engine optimization services and / or software; (ii) edit, modify, filter or change the order of information contained in any advertising or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), providing a different version of the advertiser page than an end user's page would access , going directly to the advertiser's page or merging any content between the ad and the advertiser's page; or (iv) display any ads on any error page, registration or "thank you" page (eg a page that, thanks to a user after he / she has registered with the applicable site). Company reserves the right to remove any content from the Website at any time, or to terminate the subscriber's right to use the Services or access the Site, for any reason (including, but not limited to, receiving complaints or allegations of third parties or authorities relating to such content or if the company is concerned that Subscriber may have violated the terms of this paragraph), or for any reason at all, without prejudice to paragraph 15 (termination). Subscriber is responsible for all of your business in connection with the Services. Any fraudulent, abusive or illegal activity is grounds for termination of the right of the subscriber to use the Services or to access the Site. Your use of the Site or Services to violate the security of any computer network, break down passwords or security encryption codes, transfer or store material including illegal material that is considered threatening or obscene, or engaging in any type of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-reply, or "spam" on the site, or any processes that are executed or are activated while the subscriber is not logged in. 6.. DISCLAIMERS Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: that users gain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services infringes a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose personal information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or infringement by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FULFILLED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION, OR BE BARRIED forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees, as described on the site in relation to such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days from the date of issue will be canceled by the Company and will not be re-released, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: which users obtain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services violates a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose Personal Information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or infringement by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FULFILLED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION, OR BE BARRIED forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees, as described on the site in relation to such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days of the issuance date will be canceled by the Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Subscriber acknowledges and agrees that the Company has no special relationship with or fiduciary duty to the Subscriber and that the Company has no control over, and no duty to take any action against: which users obtain access to the Site or Services; the Subscriber content accesses or receives through the Site or the Services; the content of other subscribers may make available, publish or promote, in connection with the Services; the effects that any Content may have on Subscriber or its users or customers; as Subscriber or its users or customers may interpret, view or use the Content; which subscriber actions or your users or customers may take as a result of having been exposed to the content, or if the content is displayed correctly in connection with the Services. In addition, (i) if the subscriber is a publisher, Subscriber acknowledges and agrees that Company has no control over (and is only a passive channel with respect to) any content that may be displayed or posted on any advertiser, and that Subscriber is solely responsible (and assumes all responsibility and risk) for (ii) if Subscriber is an advertiser, Subscriber acknowledges and agrees that the Company has no control over any content that may be available or posted on any publisher's website (or not); ), and that Subscriber is solely responsible (and assumes all responsibility and risk) to determine whether or not such content is appropriate or acceptable to Subscriber. Subscriber releases Company from any liability in any way related to Subscriber's acquisition (or non-acquisition), disposition, use or other activity with respect to the Content in connection with the Site or Services. The Site may contain, or direct subscribers to, websites that contain information that some people may find offensive or inappropriate. Company makes no representations regarding any content contained or accessed through the Site or Services, and Company shall not be liable or responsible for the accuracy, copyright, legality or decency of the material contained or accessed through the Site or the Services. Company makes no warranty as to the level of impressions or clicks on any advertisement, the timing of delivery of such impressions and / or clicks, or the amount of any payment to be made to the Subscriber in connection with the Services. THE SERVICES, CONTENT AND SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, the results of any advertising campaign, and Subscriber ASSUMES ALL RISK AND LIABILITY in respect thereof. SOME STATES DO NOT ALLOW THE LIMITATION OF THE DURATION OF ANY IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 7. Copyright Policy. Review the Company's Controversial Copyright Policy (found on this page). By registering as an advertiser and / or publisher, the Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content that resides or accessible through the Site or Services infringes a copyright, will be through the practices described in the Copyright Policy of Dispute . 8. PRIVACY POLICY. Please review the Company's Privacy Policy (link to the privacy policy is available in the footer of this page). By registering as an advertiser and / or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collecting from Subscriber as described in the Privacy Policy. Without limiting the generality of the foregoing by providing information to us, Subscriber acknowledges that the Company operates in the United States and Subscriber agrees to allow the Company to collect, transmit and use the Subscriber's personal information and non-personal information wherever it deems necessary for the performance of Company Services - including outside of the country where Subscriber is located, across international borders and in the United States - and that such use will be subject to the terms and conditions set forth in the privacy policy of the Company and this Agreement. In the case of the United States, the Company may be required to disclose personal information of the Subscriber to governmental, regulatory, or law enforcement authorities in accordance with applicable laws, which may include the US Patriotic Act. Except as disclosed in the privacy policy, (I) MAKES NO WARRANTY OF SECURITY OR PRIVACY FOR ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY SITE LINKED TO THE SITE; AND (ii) COMPANY SHALL NOT BE LIABLE FOR THE ENTITY OF THE E-MAIL ADDRESS, REGISTRATION AND IDENTIFICATION INFORMATION, disk space, COMMUNICATIONS, CONFIDENTIAL OR BUSINESS SECRET INFORMATION, OR ANY OTHER CONTENT STORED IN THE COMPANY'S EQUIPMENT, TRANSMITTED THROUGH ACCESSED NETWORKS SITE, OR OTHERWISE RELATED TO THE USE OF THE SERVICE SHEET. 9. REGISTRATION AND SAFETY. As a condition of using the Services, the subscriber may be required to register with the company and select a password and subscriber name ("Company User ID"). Subscriber must provide company with accurate, complete and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of the subscriber's account immediately. Subscriber may not (i) select or use as a user company ID a name of another person with the intent to represent that person; (ii) use as a user company ID a name subject to any rights of a person who is not a subscriber without proper authorization; (iii) register for Services using more than one company's User ID. Company reserves the right to refuse enrollment, or cancel a company's User ID at its discretion. Subscriber will be responsible for maintaining the confidentiality of the Subscriber Company password and for all activities that occur in the Subscriber's password or account. Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber's password or account or any other breach of security, and (b) ensure subscriber outlets of its account at the end of each session. Company shall not and shall not be liable for any loss or damage arising from the failure of the Subscriber in accordance with this paragraph 9. 10. INDEMNITY. Subscriber will indemnify and hold harmless Company, its parents, subsidiaries, affiliates, directors and employees, harmless, including costs and attorney's fees, from any third party claim, suit, investigation, or demand due to or resulting, in whole or in part, out of subscriber access to the site, use of the Services, breach of this Agreement by the subscriber (including, without limitation, the violation of AUP Publisher and / or the advertiser AUP), or violation by the subscriber, or third party using the subscriber's account, of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS of any intellectual property or other right of any person or entity. Subscriber agrees that Company shall have sole and exclusive control over the defense and resolution of any third party claim. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE HIGHER AGE OF THE FEES PAID BY THE SUBSCRIBER; OR (II) FOR ANY INDIRECT, PUNITIVE, OR DAMAGED DAMAGES OF ANY KIND. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONSABOVE MAY NOT APPLY to a subscriber. Subscriber agrees that, regardless of any statute or law to the contrary, any claim or cause of action against COMPANY ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER THAT CLAIM OR CAUSE OF ACTION , or be barred forever. 12. FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees as described on the site in respect of such services selected by the Subscriber. Subscriber agrees that the Company may offset any amount due to the Subscriber in the Subscriber's capacity as an publisher of any amount due by the subscriber to the Company in Subscriber's capacity as an advertiser. If Subscriber is an advertiser: Subscriber shall pay all applicable fees as described on the website in respect of such services selected by the Subscriber. Company reserves the right to change its price list and to institute new fees at any time, upon prior notice to the Subscriber, which may be sent by email or posted on the website. Amounts due will be calculated only on the basis of the records kept by the Company. No other measures or statistics of any kind will be accepted by the Company or have any effect under this Agreement. In the event that a site publisher has already sold site assets on your behalf and this publisher is due a payment, the balance of all active site ads will be kept by editors until such ads expire. The funds are kept put a refund is requested by an advertiser's site specific ads. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as it may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with the Subscriber's website, as determined by the Company for the use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks, or purchases that may arise in whole or in part as a result of any violation of the AUP Publisher's Publisher (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made. All payments to subscribers are subject to, and will be made in accordance with, the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US tax identification number as required by US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days of the issuance date will be canceled by the Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Confidential Information Company as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscriptions to the Company a non-exclusive license to republish in any medium advertising, web pages, banners, interstitial or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including without limitation, the indemnity provisions, warranty exemptions and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as an editor, the subscriber will comply with the Company's Publisher AUP, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days of the issuance date will be canceled by the Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. Company reserves the right to suspend any advertisement in case of non-payment by the subscriber of any amount due to the Company. Amounts that remain unpaid after their due date must accrue late payment interest at the rate of 1.5% compounded monthly or at the highest rate that is legally permitted by applicable law, whichever is less. In the event of instituting court proceedings Company to collect any amount owed to the Company, Subscriber will be liable for any arising collection costs (including reasonable attorneys' fees). Subscriber agrees to the terms of the Company's refund policy, (see on this page) as the same may be updated from time to time by the Company in its sole discretion. Subscriber agrees to pay all taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. Subscriber agrees that the Company may apply any overpayment by the subscriber in an account to set-off a debt in another related account or to pay any amounts that are past due to the company for a period of 90 days. Subscriber agrees to pay all sales, use and other taxes or charges imposed by any governmental entity in connection with the use of the Subscriber Services. If Subscriber is a publisher Subscriber will receive as payment a percentage of the selling price of ads displayed in connection with Subscriber's site as determined by the Company for use of Subscriber Services. Revenues payable from the Subscriber will be determined on the first day of each month, so the revenues earned in the previous month will be eligible, to be paid. Payments to subscribers must be sent by the Company within approximately ten (10) days from the end of the previous calendar month, if the Subscriber's balance is greater than or equal to the value of the Subscriber's minimum check. If the Subscriber's balance is less than the Subscriber's minimum control amount, no verification will be sent and the Company shall make the aforementioned determination again on the first day of the following month. Subscriber agrees that (i) payments that may become due to the subscriber (as described on the site) are specifically conditional upon receipt of full payment from the applicable advertiser of the Company, and that any such payment does not become due to the Subscriber until receipt of the Company's full payment from the applicable advertiser, and (ii) if the Company does not receive the applicable full payment from any advertiser or payment of the Company's advertiser is subsequently reversed at any time, Company may charge the Publisher account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and Company shall have no obligation or liability to Subscriber (Subscriber and hereby releases Company) in this regard. If Subscriber contests any payment made in connection with the Services, Subscriber must notify the Company in writing within thirty (30) days of any payment. Failure to notify the company should result in the Subscriber's waiver of any claims related to such dispute settlement. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks, or acquisitions generated by any person, robot, automated program or similar device reasonably determined by the Company; (ii) ads delivered to end users whose browsers have JavaScript disabled; (iii) clicks or acquisitions mixed with a significant number of fraudulent clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that may arise in whole or in part as a result of any Publisher violation of AUP Company (including any clicks, impressions, or purchases that result from a publisher site that violates Publisher AUP); or (v) any impressions, clicks, or purchases that may arise as a result of another breach of this Agreement by the Subscriber for any applicable payment period. Company reserves the right to withhold payment or charge back the Subscriber's account due to any of the foregoing, or any breach of this Agreement by the Subscriber. In addition, if Subscriber defaults on any payment to the Company in connection with the Services (for example, the use of the Service Subscriber as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made carried out. All payments to subscribers are subject to, and will be made in accordance with the Company's Policy Payment Policy (displayed on this page), as the same may be updated from time to time by the Company in its sole discretion. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the account and Company Subscriber User ID. For US taxpayers, this information includes, without limitation, a valid US tax identification number and a fully completed W-9 form. For non-US taxpayers, this information includes, without limitation, either a signed certification that the taxpayer does not have US activities or W-8 or otherwise a fully completed form, which may require a valid US Tax Identification Number , as required by the US tax authorities. Any bank fees for checks returned or canceled due to a contact or payment of error or omission of information may be deducted from the newly issued payment. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that the checks payable to Publisher that are not exchanged within 180 days of the issuance date will be canceled by the Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all taxes and other fees or charges imposed by any governmental entity in connection with the use of the applicable Subscriber Services. 13. SIGIL. Subscriber agrees not to disclose Company Confidential Information, without the prior written consent of the Company. "Company Confidential Information" includes, without limitation: (i) all company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber discovers, develops or obtains which relate to the Services or the Site; (ii) Click-through rates or other statistics relating to the performance of the site in the services provided to the Subscriber by the Company; and (iii) any other information designated in writing by the Company as "confidential" or any designation for the same purpose. "Confidential Information Company" does not include information that has become publicly known through any breach by the Subscriber or company, or information that has been (a) independently developed without access to the Company Confidential Information as evidenced in writing; (b) legitimately received by the subscriber from a third party; or (c) which shall be disclosed by law or by a governmental authority. 14. USE OF AGGREGATE INFORMATION; Marketing rights. Company may share aggregated (that is, non-personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors and other third parties. In addition, subscriber subscribers to the Company a non-exclusive license to republish on any medium advertising, web pages, banners, interstitials or other content for the purpose of the company's marketing products and services. 15. TERMINATION. Either party may terminate the services at any time, by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the Site immediately without notice or liability if Subscriber violates any of the terms or conditions of this Agreement. Any fees paid below are non-refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the Services will cease immediately and Subscriber will remove all enterprise code from subscriber sites. All provisions of this Agreement which, by their nature, shall survive termination upon termination, including, without limitation, indemnification provisions, warranty waivers, and limitations of liability. 16. DECLARATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each subscriber's website designates in connection with the use of the services or the subscriber is legally authorized to act on behalf of the owner of such site for the purposes of this Agreement; and (ii) Subscriber has all rights, power and authority to enter into this Agreement and to perform the acts required by the Subscriber hereunder; (iii) when participating in the Company's network as an advertiser, subscriber will fulfill the Company's AUP advertiser; (iv) when participating in the company network as a publisher, the subscriber will comply with the Company's AUP Publisher, and (v) each of the sites and subscribers of any material presented therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not infringe and have not violated any obligation or right of any person or entity, including, without limitation, intellectual property rights, publicity or privacy, or rights or duties under the protection of the consumer, product liability, or contract theories; and (c) are not related in content. 17. MISCELLANEOUS. The failure of either party to exercise in any aspect of any right provided herein shall not be deemed a waiver of any other rights here. Company shall not be liable for any breach of its contractual obligations where such failure results from any cause beyond the reasonable control of the company. If any provision of this Agreement is found to be unenforceable or invalid, the court shall attempt to give effect to the intentions of the parties as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect .. This Agreement is not assignable, transferable or sublicensable by the Subscriber, except with the prior written consent of the Company. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising out of this agreement shall be subject to the exclusive jurisdiction of the state or federal courts seated in Clarksville, Tennessee and waives any objection it may have of such jurisdiction, including on the ground that is an inconvenient forum for resolution of litigation below. Both parties agree that this Agreement is the complete and exclusive declaration of mutual understanding of the Parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a document signed by both parties, unless otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement. joint venture or employment is created as a result of this Agreement and no Subscriber has no authority whatsoever to bind Company in any respect whatsoever. Subscriber agrees that, unless otherwise expressly provided otherwise, there shall be no third-party beneficiaries of this Agreement.