The following terms and conditions, together with the Epicenter Network, Inc. Privacy Policy ("Privacy Policy") and any and all Acceptable Use Policies referenced herein ("AUPs"), constitute the binding legal agreement (this "Agreement") by and between Epicenter Network, Inc. ("Company") and you (“Publisher,” "You" or "Your"), the user of both the Epicenter Network, Inc. website (the "Website") and the Epicenter Network, Inc. advertising network service (the "Service"). You and Company may also be individually referred to herein as a "Party" and collectively as "Parties." Any reference to You herein means You and/or the company or entity registering with Epicenter Network, Inc. and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors and/or employees acting on behalf of same. You agree to use the Website, the Service and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Company reserves the right to make changes to the Website, the Service and the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Website. Your continued use of the Website and/or the Service after any such modification and notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Website for updates and/or changes. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as a Publisher, or use the Service and/or Website in any manner or form whatsoever.

1. Background and Use of the Website and the Service.
Company posts offers ("Offers") and associated creative ("Creative") in connection with various advertising programs ("Program(s)") sponsored by Company or its third party advertising clients ("Advertisers") by and through Company's proprietary network. Once approved, Publisher shall be permitted to download the Creative: (i) for publication on any website(s) affiliated with, owned by, operated by and/or controlled by Publisher (collectively, "Publisher Websites"); or (ii) for distribution in email messages ("Publisher E-mails") sent to those e-mail addresses listed in any database affiliated with, owned by, operated by and/or controlled by Publisher (collectively, "Publisher Databases"). No scripts, images, graphics, links, copy or processes for generating Events (as defined below), other than the Creative may be used by Publisher without first obtaining the prior express written permission of Company. Publisher may not edit or modify the Creative in any way without Company’s prior written approval. In the event that Company desires to cancel the use of any Creative, Publisher shall cease the use of same no more than forty-eight (48) business hours following Company’s request. Publisher understands and agrees that Company is the sole owner of any and all intellectual property rights associated with the Creative. The Programs will specify the amount and terms under which You will receive payment ("Bounty") when the Program's requirements are fulfilled. Bounties are generated from specified events (each, an "Event") that include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Event associated with each Program shall be set forth in the applicable Program's specifications. If You accept a Program, You agree to place that Program's Creative on Your Publisher Websites and/or in Your Publisher E-mails, in accordance with the terms of the Agreement and the accepted Program. Company may change a Program at any time upon prior notice to You, unless otherwise specified in the Program terms. Similarly, You may cease participation in previously accepted Programs at any time upon prior notice to Company, unless otherwise specified in the Program terms. Company is responsible for displaying and administrating all active Programs and tracking associated Bounties owed to You via the Website Data (as defined below) Company shall compile, calculate and electronically deliver data necessary to determine Your billing and compensation. Company's figures and calculations regarding Events, Bounties and any compensation due to You shall be final and binding. Any questions regarding the data provided by Company need to be submitted to Company in writing within fourteen (14) days of Your receipt of the applicable payments/invoices. Otherwise, such information will be deemed accurate and accepted by You.

2. License.
You must obtain official approval from Company before You may become a Publisher. Company may reject Your Publisher application and/or terminate Your participation in any Program at any time and for any reason, in Company's sole discretion. You shall, upon Company's request, provide Company with a list of Publisher Websites and Publisher Databases. Only Publisher Websites and Publisher Databases that have been reviewed and approved by Company may be utilized in connection with Your participation in the Programs. Company reserves the right to withhold or refuse approval of any Publisher Websites and/or Publisher Databases for any reason whatsoever, in Company's sole discretion, even where Company has previously approved such Publisher Websites and/or Publisher Databases, as applicable.

In order to be eligible to become a Publisher, and in order to maintain an active Publisher status, Your Publisher Websites, Publisher Databases and/or Publisher E-mails must meet the following criteria:

1. Your Publisher Websites must contain distinct and legitimate content, substance and material, not simply a list of links or advertisements. Further, Your Publisher Website(s) must serve a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Company's Advertisers or third party advertisers;
2. Your Publisher Websites and Publisher E-mails must each be represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable);
3. Your Publisher Websites cannot be offered as a part of a community-based website personal entry or personal page;
4. Your Publisher Websites and Publisher E-mails may not incentivize users to click on ads. Incentives include, but are not limited to, awarding users cash, points, prizes, contest entries, etc.;
5. Your Publisher Websites must be fully functional at all levels; no "under construction" websites or sections are permissible; and
6. Spawning process pop-ups and exit pop-ups may not be activated through Your Publisher Websites and/or Publisher E-mails.

The content of Your Publisher Websites and Publisher E-mails must not promote, advocate, facilitate, link to or otherwise include any of the following:

1. Racial, ethnic, political, hate-mongering or otherwise objectionable content;
2. Investment, money-making opportunities or advice not permitted under foreign, federal or state law;
3. Violence or profanity;
4. Pornographic, obscene, sexually explicit or related content;
5. Material that defames, abuses, is libelous, is tortious or threatens physical harm to others;
6. Material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person;
7. Material that impersonates any person or entity;
8. Any indication that any statements You make are endorsed by Company or an Advertiser, without Company's specific prior written consent;
9. Illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, etc.);
10. Material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;
11. Content which is inappropriate or harmful to children;
12. Terrorism or terrorist-related activities, sedition or similar activities;
13. Software Pirating (e.g., warez, hotline);
14. Hacking or Phreaking;
15. Any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
16. Any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
17. Any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
18. Any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;
19. Any content that infringes upon the intellectual property rights of any third party;
20. Any material that otherwise infringes upon the rights of any third parties including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy, violation of any anti-discriminatory law or regulation, or any other right of any person or entity;
21. Gambling, contests, lotteries, raffles, or sweepstakes;
22. Any material that violates the CAN-SPAM Act of 2003, as amended ("CAN-SPAM"); or
23. Any illegal activity whatsoever (including any violations of applicable U.S. state or federal law, rule or regulation, Canadian provincial or federal law, EU directives and regulations and/or the laws of any foreign jurisdiction in which You operate).

Upon approval of Your Publisher application, Company grants to You a non-transferable, non-exclusive, limited license to use the Website, Service, Creative, Offers, Website Data and any data, reports, information and/or analyses arising out of such use that Company makes available to You, as well as the associated applications, data, methods of doing business and/or any elements thereof (collectively, "Company Intellectual Property") subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will You claim any right, title or interest in, or to, the Company Intellectual Property. You may only access the Website via web browser, email or in a manner otherwise approved by Company. No part of the Company Intellectual Property may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Company Intellectual Property or any portion thereof. Systematic retrieval of material from the Website and/or Service by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company is prohibited. Company reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on the Service and/or Website infrastructure. Your right to use the Company Intellectual Property is not transferable. Publishers that display Creative on their Publisher Websites shall allow Company to disclose the Publisher Website URLs and Publisher logos in any marketing materials and/or press releases created by Company.

3. Fraud.
Company actively monitors traffic, Events, Bounties and other Program-related activities for fraud. If Company suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation.

You will place, deliver and/or otherwise use Offers and/or Creative only with the intention of delivering valid Events for the benefit of the applicable Advertiser as determined by Company and the applicable Advertiser. You may not, nor knowingly permit any person to, activate Creative or inflate the amount of leads, clicks or other Events through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Event. You may not establish or cause to be established any promotion that provides any sweepstakes entries, rewards, points, incentives or other compensation to be earned in connection with generating Events, or otherwise attempt to induce Internet users to click on any of the Creative through use of any other incentives, without obtaining the prior written approval of Company.

If You fraudulently add leads, clicks or other Events through the use of fraudulent means of traffic generation (as determined solely by Company), You will forfeit Your entire Bounty-related commissions for all Programs, not just those commissions associated with the fraudulent activity, and Your account will be terminated effective immediately. Company reserves sole judgment in determining fraud, and You agree to be bound these determinations.

Where Company brings instances of suspected fraud to Publisher’s attention, it is the OBLIGATION of Publisher to prove to Company that it has NOT engaged in fraud. Company will hold Publisher’s Bounty-related payments in 'Pending Status' until Publisher has satisfactorily provided evidence that Publisher has not engaged in fraud. Company uses a variety of methods to flag accounts for possible fraud, including accounts that:

1. Record click-through rates that are much higher than industry averages and where solid justification is not evident;
2. Have Publisher Websites which contain ONLY click programs generating clicks with no indication, based upon website traffic statistics, that such Publisher Websites can account for the clicks reported;
3. Have generated fraudulent leads or other Events, as determined by Company or its Advertisers; and
4. Use fake redirects, automated software and/or other fraudulent means to generate clicks or leads from Programs.

During the term of the Agreement, and for a period of six (6) months thereafter, Company shall have the right to inspect and audit Publisher’s books and records relating to Publisher’s use, possession and distribution of the Creative, Offers, Service, Company Intellectual Property and Customer Information (as defined below), as applicable, upon five (5) days’ prior written notice, for the purpose of determining compliance with the Agreement. Company’s duly authorized representatives shall have access at all reasonable times to all of Publisher’s personnel, accounts and records that may be needed to verify and audit all of the aforementioned issues. If any such audit or inspection discloses material misuse of the Creative, Offers, Service, Company Intellectual Property and/or Customer Information, as applicable, Publisher shall pay for the cost of such audit and Company shall be entitled to: (a) terminate Your Publisher account; and (b) pursue any and all other remedies that Company may have at law or in equity.

4. Use of Downloadable Software
Downloadable Software must receive approval by Company prior to use. Downloadable Software may only be utilized by You if its use complies with Company’s AUP for Downloadable Software, available below:

The following Acceptable Use Policy ("AUP"), our Publisher Terms and Conditions (the "Terms and Conditions"), the Email AUP and AUP, each of which is expressly incorporated herein by reference (collectively, the "Agreement"), is the binding legal agreement between Epicenter Network, Inc. ("Company") and you ("You" or "Your"), the user of Company's website (the "Site"). You agree to use the Site, the Company’s advertising network service (“Service”) and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, this AUP is not an exhaustive recitation of all rules, regulations, standards and legal requirements governing Your conduct: (i) as an Publisher (as that term is defined herein below) of Company; and/or (ii) in connection with Your use of Downloadable Software under the Agreement. Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification and posted notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. The Agreement applies to and governs Your relationship with the Company in all matters including, without limitation, as an Publisher Partner of our Service (“Publisher”). For purposes of the Agreement, “Publisher” means the company or entity registering with Company as a Service Publisher and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as an Publisher, use the Service and/or Site in any manner or form whatsoever. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

Use of Downloadable Software

The Creative and Offers made available in connection with the Service Programs are generally intended for placement on the Publisher Website and in the Publisher E-mails, not in downloadable software programs, also called adware, pop-up/pop-under technologies, plug-ins, as well as other designations (“Downloadable Software”). However, where Company and the applicable Advertiser each provides express written authorization, Company will allow such Programs to be included in/with Downloadable Software that meets with the requirements of all applicable federal, state and local rules, regulations, statutes, court orders and decrees, as well as the most stringent industry standards, as determined in the joint discretion of Company and the applicable Advertiser. Prior to Publisher’s coupling any Program(s) with any Downloadable Software, Company and the applicable Advertiser must first approve such Downloadable Software as evidenced by Company counter-signing that copy of the Company Downloadable Software Agreement (“DS Agreement”) as previously signed and submitted by Publisher covering the subject Downloadable Software; provided, however, that any such DS Agreement shall only permit use of the Downloadable Software with those designated Programs as specifically set forth in the DS Agreement. No other Downloadable Software shall be permitted, nor may Publisher use the approved Downloadable Software in connection with any other Program without prior authorization. Company and/or the applicable Advertiser may reject Your request to use Downloadable Software in connection with any Program and/or terminate Your use of authorized Downloadable Software at any time and for any reason, in the joint discretion of Company and the applicable Advertiser. As referenced herein and throughout the Agreement, the terms “reasonable” and “unreasonable” shall be judgments made by Company and, where applicable, Advertiser, and no other party. Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonability with regards to any conditions as set forth herein.

Without limitation, the conditions set forth herein shall apply equally to You, as well as to any of Your publishers, partners, distributors or other third parties with whom you do business while governed by the Agreement (collectively, “Publisher Third Parties”). All Publisher Third Parties must be approved by Company prior to their assisting You in connection with any Program governed by the Agreement. You are responsible for ensuring that any and all such Publisher Third Parties agree, in writing, to terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company prior to working with such Publisher Third Parties in connection with any Program. Company reserves the right to reject Your request to work with any Publisher Third Parties and may restrict Your right to use any previously approved Publisher Third Parties at any time and for any reason. If at any time during the term of the Agreement You would like to contract with or otherwise utilize an Publisher Third Party not previously authorized by Company, you must provide Company with prior notice, submit the applicable written representation that such Publisher Third Party has agreed to the terms and conditions of the Agreement and await Company’s express written approval of such Publisher Third Party prior to proceeding.

All Downloadable Software must, at a minimum, satisfy the following conditions, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:

1. Informed User Consent.
Downloadable Software must not be installed on a user’s computer without first obtaining the user’s informed consent. Obtaining informed consent requires first giving users clear, concise, accurate information and notice about the material consequences of the programs that they are about to install in plain language including, without limitation: (i) a comprehensive license presented in full; (ii) the Downloadable Software vendor’s legal name, mailing address, phone number and place of incorporation (if any); (iii) a statement of effect of installation including, without limitation, any changes made to computer settings such as home page, connection provider, proxy, bookmarks, etc.; (iv) a statement of the information tracked, transmitted and/or collected, if any; (v) full-size examples of advertisements that they may receive as a result of downloading the Downloadable Software, if any; and (vi) disclosures of the frequency of advertisement display, as applicable. Such information and notice provided to the user must: (i) appear in a conspicuous manner, clearly distinguished from other on-screen text; (ii) remain on screen until the user grants or denies consent; and (iii) provide an option for providing additional explanation about the type of information to be collected, if any, and the purpose of such collection. The plain language used in the notice shall not be indirect or euphemistic. For example, without limitation: (i) if a program will show pop-up advertisements, proper notice and informed consent generally require use of the phrase “This program will show pop-up advertisements”; (ii) if a program will gather and transmit information about the user, the notice should read “This program will collect and transmit information about you”; or (iii) if the program uses information collected to target advertising to the user, the notice should read, “This program will collect information about Web pages that you access and will use that information to display advertising on your computer.” Obtaining informed consent also requires a clear, unambiguous and affirmative manifestation of consent (for example: requiring a user to press an appropriate affirmative button such as “I agree” and not merely pressing “Next” or accepting a pre-checked box). There must be a separate manifestation of consent for each item of Downloadable Software loaded on to the user’s computer, and Publisher is prohibited from downloading a bundle of programs after receiving only one indication of consent. Without limitation, an ActiveX installation prompt (with nothing more) is not deemed to have obtained informed consent.

2. Control Over the Distribution Process.
The Downloadable Software installation directions and procedures must comply with the requirements set forth in this AUP. You, as an Publisher, must require that all distributors of the applicable Downloadable Software comply with these rules. One method of establishing and maintaining such distributor compliance is to mandate in Your agreements with distributors that they comply with the provisions set forth in this AUP and that each such distributor has established and maintained a record of effective AUP compliance, yielding no substantial violations related to the applicable Downloadable Software for a period of at least six (6) months or more.

3. Consistency of the Offer.
Ongoing and continuing use of Downloadable Software must not surprise users with notices, disclosures or behaviors inconsistent with the applicable Downloadable Software’s initial solicitation, disclosures and notices. For example, if the applicable Downloadable Software’s initial solicitation described the underlying software program as offering “free smileys,” the applicable program cannot later add the requirement that users also accept pop-up advertisements.

4. Appropriateness of the Offer.
Downloadable Software must not solicit users via improper channels. Without limitation, solicitation on websites that are substantially intended for viewing by children is considered inappropriate and prohibited by Company and this AUP. Children’s websites may be identified via website language and/or formatting, common sense and/or factors established in Federal Trade Commission regulations including, but not limited to, the Children’s Online Privacy Protection Act (“COPPA”). Company expressly reserves the right to make the final determination as to the character and intended audience of any and all websites. Without limitation, solicitations substantially catering to children (e.g., cartoons, dolls, child-oriented games, etc.) are not appropriate. Without limitation, solicitations are not appropriate at any website not satisfying the requirements of Section 2 of the Terms and Conditions.

5. Fair Value to Users.
Downloadable Software must offer users a genuine, substantial benefit in exchange for the consideration represented by accepting the underlying advertisements (the “Benefit”). If the Downloadable Software merely shows advertisements, without offering anything substantial in return (no Benefit), it is unlikely that the underlying software program offers users a fair value. If the underlying software program’s claimed Benefit is otherwise generally available elsewhere at no cost, the program is unlikely to offer users a fair value. If the underlying software program’s claimed Benefit is a mere trinket or triviality, the program is unlikely to offer users a fair value. If a program’s advertisements appear whenever a user uses his computer, or whenever a user uses his web browser, even if the user never makes use of the program’s Benefit, then the program may not offer users a fair value. Company reserves the right to determine, in its sole discretion, if the Downloadable Software’s claimed Benefit represents a fair value to users.

6. Transparency in Operation.
Users must easily be able to identify and understand the nature of the Downloadable Software’s effects both prior to, and after, installation. If the Downloadable Software displays advertisements outside of its program window, each such advertisement must be labeled with the Downloadable Software program name. Each such advertisement must include a link, button or other mechanism whereby a user can learn more about: (i) the Downloadable Software presenting said advertisement; (ii) the specific manner in which the Downloadable Software was installed (including what offer is associated with that Downloadable Software); (iii) the specific date and time that the Downloadable Software was installed; and (iv) how the Downloadable Software can be removed (including a removal feature requiring not more than two (2) additional clicks). Without limiting the generality of the foregoing, the Downloadable Software and associated information, disclosures and notice, must not: (i) falsely claim that the Downloadable Software will be disabled by the user's actions; (ii) remove or disable security software; or (iii) take control of the computer (by accruing dial-up charges, or by opening a series of advertisements that can only be stopped by turning off the computer).

7. Advertising Frequency and Intrusiveness.
Downloadable Software must not show advertisements that are unreasonably frequent or unreasonably intrusive. Company reserves the right to determine, in its sole discretion, if the Downloadable Software’s advertising frequency and/or intrusiveness is reasonable.

8. Advertising Placement.
Each advertisement shown via the Downloadable Software must appear entirely on-screen, with no portion of its body or title bar off-screen. Each advertisement shown via the Downloadable Software must be reasonable in size, and may not unreasonably cover (or reduce the visible area of) any underlying web page that a user had requested. An advertisement shown via the Downloadable Software may not wholly replace, or redirect a user away from, the page or website that the user had requested. Advertisements triggered in response to the user’s attempt to access a specific web address or search of a trademark are strictly prohibited absent the express consent of the applicable website and/or trademark owner, as applicable.

9. Advertising Dismissal.
Each advertisement shown via the Downloadable Software must be closable by a user using ordinary operating system functions. Without limitation, on standard Windows operating PCs, freestanding advertising windows (“pop-up” and “pop-under”) must be closable by clicking the upper-right hand corner “X,” the upper-left hand corner “Control Menu,” the Alt-F4 key, right-clicking on the applicable advertisement’s title bar (and choosing “Close”) and/or right clicking a Taskbar entry (and choosing “Close”). This ability to close such advertisements must be accompanied by an option to facilitate the removal of the Downloadable Software itself at each instance of advertisement presentation.

10. Legitimate Advertising Formats.
Downloadable Software must not display advertising in illegitimate formats, outside of ordinary commercial norms. Without limitation, each of the following advertising formats requires special explicit user consent, which shall consist of a specific question to the user, clearly articulating the specific action to be taken and which must allow the user to grant or deny consent without any collateral consequences: (i) placing icons on a user’s desktop or “Start Menu” (or similar location); (ii) directly routing the user to specific websites; and/or (iii) adding entries to a user’s “Favorites” menu (or similar location). Downloadable Software may not be used to attack another program, to record a user’s passwords, or to send bulk e-mail to other users.

11. Privacy Policy.
Downloadable Software must include an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies. Downloadable Software must adhere to its applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing prior to the Downloadable Software program’s installation procedure and thereafter, as well as from such program vendor’s website.

12. User information and support.
The maker of the applicable Downloadable Software must maintain a website that provides information about such program, its general purposes and effects and how it can be removed from a user’s computer. The website must provide, at a minimum, the vendor’s legal name, mailing address, phone number and place of incorporation (if any). The website must include an adequate and reasonable mechanism for users to obtain technical support for issues such as troubleshooting and removing the Downloadable Software.

13. Removal.
A user must be able to remove Downloadable Software via the standard function within the user’s operating system (e.g. Control Panel – Add or Remove Programs). A removal procedure must be free of cost and may not unreasonably hinder removal, e.g. via extended procedures, convoluted language or confusing user interface elements or placement.

14. Appropriate Naming.
Downloadable Software must use a consistent, single, clear name. That name must be shown in the Downloadable Software program’s initial advertising (i.e. to recruit users), in its installation notice and consent procedures, on any advertising and in its uninstall procedure. A Downloadable Software program may not use multiple names within the scope of its relationship with a single user. A Downloadable Software program may not change its name unreasonably frequently (including, without limitation, more than once per twelve-month period). The company responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names in its dealings with multiple users. The entity responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names to obfuscate, hide or otherwise confuse its identity. Program names, and company names, may not be substantially misleading, confusing, duplicative, generic or hard to locate via a standard search (e.g. “Windows Plugin,” “Search Toolbar,” “Click Yes”).

15. Appropriate Advertisements.
Company strictly forbids the display of sexually-explicit materials via the Downloadable Software No Downloadable Software may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions.

16. Advertiser Knowledge and Consent.
The applicable Advertisers’ Creative and/or Offers should not appear in Downloadable Software except when such Advertisers specifically approve of those placements. Company Creative and/or Offers may not be displayed within third-party traffic purchases from Downloadable Software (whether in the form of pop-ups, pop-unders or via any other media).

17. Fair Value to Advertisers.
Downloadable Software must offer Advertisers a bona fide value in exchange for Advertiser payments. Downloadable Software must generate bona fide Events on behalf of Advertisers. Without limitation, where the applicable Event is the generation of a lead, the Event shall not be considered a bona fide Event if it is associated with a user: (i) already at an Advertiser website; (ii) already at the website of an publisher of an Advertiser; or (iii) actively searching for an Advertiser website.

18. Fair Treatment of Other Publishers.
Downloadable Software must not reduce payments paid to other Publishers of Company. Without limitation, Downloadable Software must not interfere with a transaction in which another Publisher is to receive payment.

19. Keeping Good Company.
Downloadable Software must not come bundled with programs that violate the terms and conditions of the Agreement.

20. A Clear History.
The Downloadable Software, and such Downloadable Software’s vendor, must each have a strong track record of compliance with the terms and conditions of this AUP, as well as applicable laws, rules, regulations and industry standards during, at a minimum, the course of the twelve (12) months preceding the submission, by Publisher, of a DS Agreement. Without limitation, even non-trivial violations within the preceding twelve (12) months will generally render Downloadable Software ineligible for Program consideration. For certain Downloadable Software and certain types of violations, prior violations may render a the Downloadable Software ineligible for Program consideration even if the violations occurred more than twelve (12) months in the past, as determined in the sole discretion of Company.

21. Truthfulness.
The applicable Downloadable Software’s vendor must be clear, complete and forthcoming in all statements to Company, its Advertisers and end users. Company shall determine, upon Company’s initial investigation of the applicable Downloadable Software’s installation procedure and operation, whether the applicable Downloadable Software’s vendor is in compliance with these requirements, and any other requirement set forth in the Agreement. If the Downloadable Software’s operation changes (or is expected to change) in any substantial way, including in any way that could affect compliance with any of these AUP rules, the Downloadable Software’s vendor must notify Company at the earliest possible opportunity. If the Downloadable Software’s vendor learns of any breach of these AUP rules, the vendor must notify Company immediately.

5. Use of Email for Marketing Purposes
Email Marketing may only be utilized by You if its use complies with the Company's AUP for Email Marketing, available below:

The following Acceptable Use Policy ("AUP"), our Publisher Terms and Conditions (the "Terms and Conditions"), the Adware AUP and AUP, each of which is expressly incorporated herein by reference (collectively, the "Agreement"), is the binding legal agreement between Epicenter Network, Inc. ("Company") and you ("You" or "Your"), the user of Company's website (the "Site"). You agree to use the Site, Company's advertising network service ("Service") and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, neither this AUP, nor the Agreement, is an exhaustive recitation of all rules, regulations, standards and legal requirements governing Your conduct: (i) as an Publisher (as that term is defined herein below) of Company; and/or (ii) in connection with Your use of e-mail in the promotion of any Program under the Agreement. The Agreement states the minimum standards that You and Your Affiliated Third Parties (as defined below) must adhere to in light of current laws, rules and regulations governing, and industry best practices applicable to, the transmission of commercial e-mail. In the event that any state or federal law, rule or regulation governing the transmission of commercial e-mail is enacted or amended setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to You and Your Affiliated Third Parties.

Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification and posted notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. The Agreement applies to and governs Your relationship with the Company in all matters including, without limitation, as a Publisher in connection with your use of the Service. For purposes of the Agreement, "Publisher" means the individual or entity registering with Company to use the Service as a publisher and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as an Publisher, use the Service and/or Site in any manner or form whatsoever. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

Where authorized by both Company and the applicable Advertiser, the following terms and conditions apply to all e-mail campaigns transmitted by Publisher on behalf of such Advertiser(s). Company will allow Publisher E-mails and/or e-mail-based Creative to be transmitted by Publisher in connection with any Program where such Publisher E-mails and/or e-mail-based Creative comply with: (a) all applicable federal, state, provincial, foreign and local laws, ordinances, rules, regulations, statutes, court orders, judgments and decrees that govern e-mail marketing and/or communications, as well as the most stringent email marketing industry standards including, but not limited to, the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography & Marketing Act or any successor legislation), as amended; and (b) any and all implementing regulations promulgated by the Federal Trade Commission. Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonability with regards to any conditions set forth herein.

Without limitation, the conditions set forth herein shall apply equally to You, Your parent entities, owners, subsidiaries, predecessors and/or successor entities and any agents, officers, directors, members and/or employees acting on behalf of You, as well as any of Your affiliates, partners, distributors and/or other third parties with whom You do business while governed by the Agreement (collectively, "Affiliated Third Parties"). All Publisher's Affiliated Third Parties must be approved by Company prior to their assisting You in connection with any Program governed by the Agreement. Company reserves the right to reject Your request to work with any Affiliated Third Parties and may restrict Your right to use any previously approved Affiliated Third Parties at any time and for any reason. You are responsible for ensuring that any and all such Affiliated Third Parties agree, in writing, to e-mail marketing terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company if requested by Company. All such agreements must contain provisions that require Your Affiliated Third Parties to fully and completely indemnify Company for any and all damages arising from their breach of any of the provisions set forth herein and You must have the ability to terminate distribution with, or procurement by, Affiliated Third Parties immediately. Notwithstanding the foregoing, You hereby agree that You will be solely responsible to Company for any breach of the provisions of the Agreement by Affiliated Third Parties.

All Publisher E-mails and/or e-mail-based Creative transmitted by Publisher must, at a minimum, comply with all applicable laws relating thereto and adhere to the following obligations, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:

1. Internet Protocol Disclosure.
You shall disclose all Internet Protocol ("IP") addresses with which You conduct any and all transactions, business and/or operations as a part of Your Publisher relationship with Company.

2. Informed Recipient Consent.
You shall distribute such e-mails and/or e-mail-based Creative only to those recipients who have expressly agreed via "Confirmed Opt-in" or "Verified Opt-in" ("Opt-In") to receive such transmissions from You. You shall not distribute Publisher E-mails and/or e-mail-based Creative using improperly acquired or generated e-mail addresses (whether obtained by automated means from websites, services or otherwise, or generated by automated random combinative algorithms). In addition, You shall maintain electronic and/or tangible records evidencing the subscription of such consumers to Your lists for verification by Company as required. This verification information must include, at a minimum, the date, time, originating IP address and location where the e-mail address or other recipient information was submitted and, if applicable, a copy of the subscription form used. If requested, You shall explain and provide examples of the mechanisms that You use (historically and currently) to obtain and build Your list of subscribers.

3. Distributor Location.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that include a valid sender domain name and/or responsive IP address. You shall only distribute Publisher E-mails and/or e-mail-based Creative, as applicable, from a valid sender domain name and/or responsive IP address that You have authorization to utilize for the purposes of sending commercial e-mail. You shall not relay or retransmit Publisher E-mails and/or e-mail-based Creative in order to mislead or deceive as to the origin of the Publisher E-mails and/or e-mail-based Creative, as applicable, nor shall Publisher E-mails and/or e-mail-based Creative be transmitted from e-mail accounts registered to false owners.

4. Intended Recipient Disclosure.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that clearly indicate the e-mail address to which the Publisher E-mail and/or e-mail-based Creative, as applicable, is sent (the intended recipient's email address) in the body of the message or in the "TO:" line of the applicable email message.

5. Publisher E-mail and/or E-mail-based Creative Content.
You shall only use approved Subject and From lines, Copy, Text and HTML. Suggestions for new Subject and From lines, Copy, Text and HTML are allowed; however, they must be approved by Company prior to being included in any Publisher E-mails and/or e-mail-based Creative, as applicable.

6. Appropriate Publisher E-mail and/or E-mail-based Creative Content.
Company strictly forbids the display of sexually explicit materials via Publisher E-mail and/or e-mail-based creative. In addition, no Publisher E-mail and/or e-mail based Creative may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions. Without limiting the generality of the foregoing, You represent and warrant that Your Publisher E-mail and/or e-mail based Creative, as applicable, will not contain objectionable content (including, but not limited to, content that is misleading, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services and/or activities).

7. Distributor Contact Detail Disclosure.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that include valid and responsive contact information of the sender, list manager and/or list owner. This contact information shall include Your valid physical postal address (provided that a post office box is not considered a valid physical mailing address) and, optionally, Your phone number. Company reserves the right to add such address(es) should Publisher fail to include same, but Company is in no way responsible for including such address(es) where Publisher fails to do so. You must not use any invalid or erroneous e-mail header information (including, without limitation, source, destination, domain, IP address and/or routing information).

8. Transparency in Operation.
Each Publisher E-mail and/or e-mail-based Creative that You send must include a functioning unsubscribe link, through use of which e-mail recipients may request not to receive future commercial e-mail messages from Publisher with respect to any Program, or other e-mail contact generally. Such unsubscribe link must remain active and capable of receiving opt-out requests for no less then thirty (30) days after transmission of the underlying e-mail message.

9. Disclosure of Methods.
You shall seed Your list(s) of e-mail addresses , as well as the list(s) of your Affiliated Third Parties, that are used in connection with any and all Programs with an email provided by Epicenter Network, Inc.

10. Unsubscribe Requests.
You shall process any and all unsubscribe requests within five (5) business days or less from the date of Your receipt of such requests. In addition, You shall maintain electronic and/or tangible records evidencing the removal of such e-mail address(es) from Your lists, together with any and all deleted e-mail address(es) provided to you by Company, for verification by Company as required.

11. Complainant and Recipient Enquiries.
Where any recipient of Your Publisher E-mails and/or e-mail-based Creative requests and/or inquires with You regarding the location where such consumer Opted-In to receive e-mail marketing from You, You must respond to such request and/or inquiry within seventy-two (72) hours of receipt of same. Your response to such inquiries must include, at a minimum, the date, time, originating IP address, URL and the location where the applicable e-mail address or other consumer information was submitted.

12. Suppression List.
You shall download the Company Suppression List and remove any and all such e-mail addresses appearing therein from the Publisher E-mails prior to engaging in e-mail marketing in connection with approved Advertiser Programs. Company shall make available, at a Company-designated area of the Site, a suppression list (“Company Suppression List”), updated on a regular basis, generated from e-mail marketing activities associated with various Programs transmitted by and/or through the Service. You agree to check the Company Suppression List regularly (no less than daily). You agree to process any new unsubscribe requests within five (5) days of such requests being added to the Company Suppression List. No less than daily during the term of this Agreement, You shall deliver, via e-mail, Your own list of suppressed e-mail address(es) that You collect in connection with Your e-mail marketing activities associated with any and all Programs (“Your Suppression List”). If no such e-mail address(es) are supplied to Company by You on a given day during the term of this Agreement, then Company may conclude that no such address(es) were collected on that day by You. The Company Suppression List, Your Suppression List and login provided by Company are deemed to be confidential information of Company. The Company Suppression List and Your Suppression List may not be used by You for any purpose other than to comply with applicable laws regulating e-mail transmissions.

13. Solicitation Disclosure.
You shall only distribute Publisher E-mail and/or e-mail-based Creative that include language in the body of the Publisher E-mail and/or e-mail-based Creative, as applicable, that clearly and conspicuously identifies that the message is an advertisement or solicitation.

14. Privacy Policy.
Each Publisher E-mail and/or e-mail-based Creative that You distribute shall include a live, functioning hyperlink to an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies in general. Your e-mail marketing activities must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing from each domain associated with Your e-mail transmission.

15. E-mail Address Harvesting.
Company strictly forbids Publisher E-mail and/or e-mail-based Creative sent for the purpose (but not necessarily the sole purpose) of harvesting e-mail address(es) in order to send future unsolicited commercial e-mails.

16. Control Over the Distribution Process.
You shall immediately cease distribution of Publisher E-mail and/or e-mail-based Creative solicitations promoting any Program(s) upon notice from Company to You. You shall be permitted to use brokers or third parties to deliver Publisher E-mail and/or e-mail-based Creative; provided, however, that all such distributors shall be considered Affiliated Third Parties as defined above.

17. Infringement.
Your promotion of Programs via Publisher E-mail and/or e-mail-based Creative must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and, must not result in any consumer fraud, product liability or breach of contract to which You are a party or cause injury to any third party.

18. Intellectual Property.
You shall not use Company's or its Advertisers' names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Company identifying information in the originating or return e-mail address line, header or subject line of any Publisher E-mail and/or e-mail-based Creative transmission unless otherwise directed to do so by Company in writing.

19. A Clear History.
You must have a strong track record of compliance with the terms and conditions of this AUP, as well as applicable laws, rules, regulations and industry standards governing the marketing and promotion of consumer goods via e-mail at all times, both prior to, and after, the commencement of Your relationship as an Publisher. You shall immediately alert Company in the event that any litigation or investigation ensues concerning Your e-mail practices, or the e-mail practices of Your parent entities, subsidiaries, affiliates and/or Your Affiliate Third Parties (regardless of whether such litigation relates to Your relationship with Company).

20. Truthfulness.
You must be clear, complete and forthcoming in all statements to Company, its Advertisers and such e-mail and/or e-mail-based Creative recipient.

21. Violations.
Company will strictly enforce a zero tolerance policy with respect to the transmission of e-mail marketing in violation of this AUP and/or the Agreement. Company reserves the right to shut down or disable any program at any point if it appears that a violation of this AUP or the Agreement has occurred. Company shall be the sole arbiter in all cases.

 

7. Use of Search for Marketing Purposes.
Search Engine Marketing may only be utilized by You if its use complies with Company's AUP for Search Engine Marketing, available below:

The following Acceptable Use Policy (“AUP”), our Publisher Terms and Conditions (the “Terms and Conditions”), the Email AUP, the Adware AUP, each of which are expressly incorporated herein by reference, collectively constitute and are referred to herein as the “Agreement”.  The Agreement is the binding legal agreement between Epicenter Network, Inc. (“Company”) and you ("You" or "Your"), a user of Company’s website (the "Site") and the Company’s advertising network service (“Service”). You agree to use the Site, the Service, and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, this  AUP is not an exhaustive recitation of all rules, regulations, standards and legal requirements governing Your conduct:

a. as an Publisher (as that term is defined herein below) of Company; and/or

b. in connection with Your distribution and administration of marketing campaigns in association with Search Marketing Programs (“Search Marketing Programs”).

The Agreement states the minimum standards that You and Your Affiliated Third Parties (as defined below) must adhere to in light of current laws, rules and regulations governing, and industry best practices applicable to, the search marketing.  In the event that any state or federal law, rule or regulation governing search marketing, is enacted or amended setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to You and Your Affiliated Third Parties.

2. Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification, and posted notification thereof, shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. This AUP applies to and governs Your relationship with the Company in any and all matters associated with the Search Marketing Programs including, without limitation, as an Publisher in connection with your use of Company’s Service (“Publisher”). For purposes of the Agreement, “Publisher” means the individual or entity registering with Company to use the Service and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, in connection with your participation in any Search Marketing Programs. If You do not agree to the terms and conditions contained within this AUP and the Agreement in their entirety, You are not authorized to use the Service and/or Site in any manner or form whatsoever in connection with the Search Marketing Programs. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

3. Where authorized by both Company and the applicable Advertiser(s), the following terms apply to all content created in connection with any and all Search Marketing Programs by Publisher on behalf of such Advertiser(s) (“Search Marketing Content”). Company will allow Search Marketing Content to be used by Publisher in connection with any and all Search Marketing Programs that Publisher participates in where such Search Marketing Content, as well as the marketing practices of Publisher in general, comply with: (a) all applicable federal, state, provincial, foreign and local laws, ordinances, rules, regulations, statutes, court orders, judgments and decrees that govern search marketing and/or communications; and (b) any and all applicable Federal Trade Commission regulations.  Compliance with the foregoing shall be determined in the joint discretion of Company and the applicable Advertiser(s). As referenced herein and throughout the Agreement, Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonableness with regards to any conditions set forth herein.

4. Without limitation, the conditions set forth herein shall apply equally to You, Your parent entities, owners, subsidiaries, predecessors and/or successor entities and any agents, officers, directors, employees acting on Your behalf, as well as any of Your affiliates, partners, distributors and/or other third parties with whom You do business while governed by the Agreement (collectively, “Affiliated Third Parties”).

5. All Affiliated Third Parties must be approved by Company prior to their assisting You in connection with any Search Marketing Program governed by the Agreement. Company reserves the right to reject Your request to work with any Affiliated Third Parties and may restrict Your right to use any previously approved Affiliated Third Parties at any time and for any reason.  You are responsible for ensuring that any and all such Affiliated Third Parties agree, in writing, to terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company upon request by Company. You must also have agreement from all Affiliated Third Parties to fully and completely indemnify Company for all damages arising from their breach of any of the provisions set forth herein and You must have the ability to terminate distribution with or procurement by Affiliated Third Parties immediately. Notwithstanding the foregoing, You shall be solely responsible for any breach of the provisions of the Agreement by Affiliated Third Parties.

6. Search Marketing Content utilized by Publisher in connection with any and all Search Marketing Programs must, at a minimum, comply with, as applicable, the Agreement and all applicable laws. In addition, Publisher must adhere to the following obligations, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:

a) Clarity of Disclosures.

(i) Company strictly restricts the display of potentially misleading terms via Search Marketing Content transmitted by You. Such misleading terms include, but are not limited to “free” and “free-like” language.

(ii) Company strictly forbids the display of terms transmitted by You via Search Marketing Content that represent or imply that an Search Marketing Program is limited to certain geographical areas. (E.g., “Offer only valid to residents of New Jersey.”).

b) Consistency of Disclosures.

Without limiting any of the foregoing, all Search Marketing Content transmitted by You in connection with a Search Marketing Program must be consistent across that Search Marketing Program: from the Creative to the corresponding landing page(s), confirmation page(s) and/or other web pages that are linked to such Creative so as not to be misleading. Company shall determine, in its sole discretion, the Consistency of Disclosures associated with any Search Marketing Programs. 

c) Appropriate Search Marketing Content.

Company strictly forbids the display of sexually-explicit materials via Search Marketing Content transmitted by You. No Search Marketing Content may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions. As a Publisher, You represent and warrant that Your Search Marketing Content will not contain objectionable content (including, but not limited to, content that is misleading, deceptive, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services or activities). Company will have final approval on all Search Marketing Content.

d) Privacy Policy.

You shall conspicuously post a privacy policy on any and all website(s), landing page(s), confirmation page(s) and/or other web page(s) upon which you collect consumer information in connection with a Search Marketing Program. The privacy policy must comply with all federal and state privacy laws and meet the test of reasonable commercial best practices applicable to privacy policies. Your data protection, use and privacy practices must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The privacy policy must be available for viewing via a clickable link. Such link must include the term “privacy” or “privacy policy.”

e) Children.

Company strictly forbids You from transmitting Search Marketing Content to anyone under the age of eighteen (18).  Notwithstanding the foregoing, You shall distribute only such Search Marketing Content that complies with all applicable laws dealing with children and marketing including, but not limited to, the Children’s Online Privacy Protection Act (“COPPA”), rules promulgated pursuant thereto and regulations regarding age restrictions for particular products.

f) Keyword Bidding.

All keywords purchased by You in connection with an Search Marketing Program must:

(i) Have some nexus to its corresponding Search Marketing Content so as not to be misleading.

(ii) As applicable, meet the additional criteria specified by the applicable Advertiser.

g) Social Media.

Company strictly forbids the use of social media profiles (e.g., MySpace, Facebook, Tribe) to advertise or distribute Search Marketing Content. This does not preclude You from purchasing keywords which reside on social media websites to advertise and distribute Search Marketing Content.

h) Intellectual Property.

(i) Your distribution of Search Marketing Content in connection with any and all Search Marketing Programs must not: (1) utilize any copyright, patent, trademark, trade secret or other similar intellectual property right of any third party without their prior written consent; (2) otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; or (3) must not result in any consumer fraud, product liability or breach of contract to which You are a party.

(ii) You shall not use Company or its represented Advertisers’ names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Company-identifying information in any part of any Search Marketing Content transmission unless otherwise directed by Company in writing.

(ii) You shall not falsely represent or imply that You are certified by any third-party in any part of any Search Marketing Content transmission. This includes but is not limited to falsely representing that Your website has been “certified by TRUSTe,” or falsely representing that You are an “Official Partner” of a brand, a merchant or other corporation.

i) A Clear History.

You must have a strong track record of compliance with the terms and conditions of this AUP, as well as applicable laws, rules, regulations and industry standards governing the marketing and promoting of consumer goods at all times, both prior to, and after, the commencement of Your relationship as a Publisher. You shall immediately alert Company in the event that any litigation or investigation ensues concerning You, Your parent entities’, subsidiaries’, Your affiliates’ and/or Affiliated Third Parties’ Search Marketing Content practices (regardless of whether such litigation relates to Your relationship with Company).

j) Truthfulness.

You must be clear, complete and forthcoming in all statements directed at and concerning Company, its Advertisers and recipients of said Search Marketing Content.

k) Violations.

Company will strictly enforce a zero tolerance policy with respect to the publication of Search Marketing Content programs and services, as well as any and all marketing activities associated therewith. Company reserves the right to shut down or disable any program at any point if it appears that a violation of this AUP and/or the Agreement has occurred in Company’s sole and absolute discretion.

 

8. Payment.
(a) You will be paid a "Base Fee," which shall equal the total Bounties generated by the Event(s) specified in the applicable Program(s). The Base Fee shall be paid on a default schedule of thirty (30) days after the last day of a given calendar month for all the Events realized in that month. Every Publisher account must have a unique, valid taxpayer identification number ("TIN") or valid Social Security number associated with it. All payments shall be based on actual figures as defined, accounted for and audited by Company and/or the applicable Advertiser(s). All accounts will be paid in US Dollars. Publishers shall have the choice of receiving payment via wire transfer, ACH, Paypal or check depending on your physical location. No payment will be issued for an amount of less than Twenty Five Dollars ($25.00) or Five Hundred Dollars ($500.00) via wire transfer. Where You have opted to receive payment via wire transfer, and Your account contains less than Five Hundred Dollars ($500.00), You will receive payment when Your account reaches the Five Hundred Dollar ($500.00) threshold or when Your relationship with Company ceases, whichever occurs first. Where You have opted to receive payment via check, and Your account contains less than Twenty Five Dollars ($25.00), You will receive payment when Your account reaches the Twenty Five Dollars ($25.00) threshold or when Your relationship with Company ceases, whichever occurs first.

(b) Company keeps track of Events and associated Bounties via various tracking technologies including, but not limited to, the use of website integration tags included in the Creative, or otherwise (“Integration Tags”). In addition, Publishers that display Creative on their Publisher Websites shall allow Company to place a 1x1 tracking pixel on the homepage of each Publisher Website displaying such Creative (“Pixel Tags” and together with the Integration Tags, “Tags”). To ensure payment, You may not attempt in any way to interfere and/or alter the Tags or other data necessary for Company to measure the performance of Creative, calculate Bounties and Events and otherwise provide the Service (collectively, "Website Data"). Altering Website Data may jeopardize Your ability to be paid for Events and is grounds for immediate termination of Your Publisher account. Without limiting the generality of the foregoing, if You interfere with Website Data in any way, thereby disrupting or disabling Company's tracking systems, Company has the right to cancel any applicable Bounties due for Events generated in connection with such Website Data. If there is any impairment of the Website Data not caused by You or any of Your Sub-Publishers (as defined below), Company shall calculate Events based upon: (i) Your average monthly Events recorded by Company for the applicable Program, prorated for any shorter or longer period of time, where data is available to calculate a monthly average; or (ii) such amount that Company reasonably determines is due and owing, in its sole discretion.

(c) Publishers that refer a new publisher to Company may be eligible for a "Referral Fee." The referred publisher must be accepted by the Company in order for Your to be eligible for a Referral Fee. You may not refer another account belonging to You. You may not refer a publisher that You have referred previously. The default Referral Fee is five percent (5%) of the revenues generated by the referred publisher for the six (6) month period commencing on the first day that any money is earned by the referred Publisher (“Referral Fee Period”). In order to be eligible to earn a Referral Fee in a given month, Your primary account must contain a minimum balance of One Thousand Dollars ($1,000.00) at the end of that month ("Referral Payment Threshold"). The Referral Payment Threshold is based entirely on Your monthly Base Fees, not any Referral Fees previously earned. If Your account is below the Referral Payment Threshold during a given month, You will not be eligible to earn a Referral Fee that month; however, You will be eligible again the following month if it is within the aforementioned six (6) month Referral Fee Period. The Referral Fee will be paid to Your account sixty (60) days after the end of the applicable month, provided that a minimum balance of Twenty-Five Dollars ($25.00) in Referral Fees has accumulated in Your account. If Your account contains a Referral Fee amount of less than Twenty-Five Dollars ($25.00), You will be paid upon reaching the Twenty-Five Dollar ($25.00) threshold, or when Your relationship with Company ceases, whichever occurs first.

9. Termination.
The Agreement shall commence upon Company's acceptance of Your Publisher application and remain in effect until terminated as set forth herein. The Agreement may be terminated by You upon three (3) days' prior written notice to Company. The Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and/or remove any Creative and/or Offers at any time for any reason. Company also reserves the right to terminate the Agreement, as well as Your access to the Website, Service and/or any other Company Intellectual Property at any time with or without notice to You. Where Company decides, in its sole discretion, to provide You with termination notice, such notice will be sent via e-mail and will be effective immediately. Upon termination all legitimate moneys due to Publisher that are actually collected from the applicable Advertiser, even amounts below the Payment Threshold, will be paid during the next billing cycle. If Publisher commits fraud in connection with the Service and/or any Program, or otherwise violates the Agreement, the Privacy Policy or any of the applicable AUP(s), then such payments otherwise due Publisher shall be revoked, as determined solely by Company. The representations, warranties and obligations contained in Sections 2, 8, 10, 11, 12 and 13 hereof shall remain in full force and effect after termination of the Agreement. Other than in the case of Your breach of the Agreement, all payment obligations accruing prior to the date of termination shall survive until fully fulfilled.

10. Representations and Warranties.
You represent and warrant that:

1. You will not, nor knowingly permit any person to, use third party trademarks in any way to direct traffic to any Publisher Websites or Advertiser websites including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name, of Company, any Advertiser and/or any of their respective affiliates or clients;
2. Your Publisher Websites and Publisher E-mails are, and shall remain at all times during the term hereof, in compliance with all applicable foreign, federal and state laws and shall not contain or promote, or link to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
3. Your Publisher Websites and Publisher E-mails are, and shall remain at all times during the term hereof, in compliance with all applicable Company rules and policies;
4. Your Publisher Websites and Publisher E-mails are, and shall remain at all times during the term hereof, in compliance with any and all applicable rules and policies set forth by the respective Advertisers in the Programs that You elect to participate in;
5. You will not send unsolicited bulk e-mail (i.e., SPAM) or otherwise violate any of the provisions of CAN-SPAM;
6. You will not post any messages to newsgroups, chat rooms, bulletin boards or any other places that mention specific Advertisers or Programs unless You obtain the express prior written permission from Company; and
7. You are not, nor are You acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”). In addition, You are not, nor are You acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Company under this Agreement, and at law and in equity, Your breach of this Section 10.7 shall result in immediate termination of Your Publisher account and forfeiture of any and all Bounties previously paid and/or owed to You under this Agreement.
8. You will be solely responsible for the development, operation and maintenance of the Publisher Websites, Publisher Databases and Publisher E-mails and for any and all materials that appear therein. Such responsibilities include, without limitation: (i) the technical operation of the Publisher Websites, Publisher Databases, Publisher E-mails and all related equipment; (ii) creating and posting content, descriptions and references on or through the Publisher Websites and Publisher E-mails; and (iii) the accuracy and propriety of materials posted on or through the Publisher Websites and Publisher E-mails;
9. Your Publisher Websites, Publisher Databases, Publisher E-mails, and any and all information, products and/or services contained therein, or that You can link to or access therein or therethrough, as well as Your associated marketing practices, will at all times fully comply with all applicable foreign, federal and state laws, rules and/or regulations including, but not limited to, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act ("ECOA"), the Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, the Federal Trade Commission Act, the Federal Communications Act, the ATSR, COPPA, the Fair Credit and Reporting Act, CAN-SPAM, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation;
10. There is no pending or, to the best of Your knowledge, threatened claim, action or proceeding against You;
11. Your execution, delivery and performance of the Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which You are subject; (ii) any order, judgment or decree applicable to You; (iii) any provision of Your corporate by-laws or certificate of incorporation, if applicable; or (iv) any agreement or other instrument applicable to You;
12. You own, or have the legal right to use and distribute, all content, copyrighted material, products and services displayed on and/or through Your Publisher Websites and Publisher E-mails;
13. You agree to not use deceit when marketing Advertiser’s Offers or presenting these Offers to consumers;
14. You have the right, power, and authority to enter into the Agreement and grant the rights specified herein;
15. You will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective the Website Data provided by or obtained from Company that allows Company to measure the performance of Creative, calculate Bounties and Events and otherwise provide the Service;
16. You will not “frame” or “mirror” any part of the Website, without obtaining our prior express written authorization;
17. If instructed to do so by Company and/or if the Agreement terminates, You will immediately remove and discontinue the use of any Creative, Offers and/or Website Data;
18. You understand that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;
19. You will display the Creative exactly as it is made available to You in connection with the applicable Program and You will not alter in any way any Creative that has been made available to You by and through the Website;
20. If fraudulent activities are occurring, unbeknownst to You, through Your Publisher Websites, Publisher Databases and/or Publisher E-mails and You are notified that fraudulent activities may be occurring, if You do not take all necessary action to stop such fraudulent activities from continuing, then You shall be responsible for all associated costs and legal fees resulting from these fraudulent activities; and
21. You understand that if any errors or undesirable results occur in connection with recording or calculating Events, Bounties and associated payments due to no fault of Company, Company shall not be responsible for any associated losses.

11. Customer Information; Non-Disclosure.
As between Publisher and Company, all information submitted by end-user customers ("Customer Information") in connection with a Program shall be considered proprietary to and owned exclusively by Company. Such Customer Information shall be considered the confidential information of Company and may not be utilized or otherwise disclosed by You. Without limiting the generality of the foregoing, as well as the confidentiality obligations set forth herein, You agree that You: (i) will not transfer, export, display, forward or otherwise share data contained in the Customer Information to/with any third party; (ii) will not use the data contained in the Customer Information on Your own behalf in any manner not expressly authorized by Company; (iii) will not use the data contained in the Customer Information to create any interactive on-line, CD-ROM or other derivative product; (iv) will not publicly display the data contained in the Customer Information on the Internet; and (v) will notify Company as soon as You learn of any actual or suspected unauthorized use of or access to the data contained in the Customer Information and provide reasonable assistance to Company in the investigation and prosecution of any such unauthorized use or disclosure.

In addition, You acknowledge that all non-public information, data, reports and other Company Intellectual Property made available by Company hereunder or otherwise as part of the Service is proprietary to and owned by Company or, where applicable, the Advertiser or third party providing such material. All Company Intellectual Property and other proprietary and confidential information of Company’s Advertisers and third party partners is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any Company Intellectual Property and other proprietary or confidential information of Company or its Advertisers and third party partners in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement. Both Parties agree and acknowledge that if Publisher violates its confidentiality obligations under the Agreement, it would result in serious and irreparable damage to Company and that a remedy at law for any such breach would be inadequate. Therefore, the Parties agree that in the event of a breach or threatened breach of these provisions by Publisher, Company shall be entitled to: (a) injunctive relief without the requirement to post a bond; (b) liquidated damages in the amount of Fifty Thousand Dollars ($50,000.00); and (c) any other remedies that Company may have at law or in equity.

12. Limitation of Liability; Disclaimer of Warranty.
IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE, SERVICE, WEBSITE DATA, OPERATION OF A PROGRAM, ADVERTISERS' UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY CREATIVE OR OFFERS ON OR THROUGH YOUR PUBLISHER WEBSITES AND/OR PUBLISHER E-MAILS AND/OR ANY OTHER COMPANY INTELLECTUAL PROPERTY INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE FIVE HUNDRED DOLLARS ($500.00). PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.

THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, INFORMATION AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS’ UNDERLYING PRODUCTS OR SERVICES AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND PUBLISHER. THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE WEBSITE, SERVICE, CREATIVE, OFFERS, WEBSITE DATA AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM COMPANY THROUGH THE WEBSITE, SERVICE, CREATIVE, OFFERS, WEBSITE DATA AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES, INFORMATION AND CONTENT, AS WELL AS ANY OTHER COMPANY INTELLECTUAL PROPERTY, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES, AS WELL AS ANY OTHER COMPANY INTELLECTUAL PROPERTY, MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER'S USE OF, OR INABILITY TO USE, THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS' UNDERLYING PRODUCTS OR SERVICES, AS WELL AS ANY OTHER COMPANY INTELLECTUAL PROPERTY, AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER'S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND PUBLISHER. THE WEBSITE, SERVICE, CREATIVE, OFFERS, PROGRAMS, WEBSITE DATA AND/OR ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES, AS WELL AS ANY OTHER COMPANY INTELLECTUAL PROPERTY, WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE WEBSITE, SERVICE, CREATIVE, OFFERS, WEBSITE DATA AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM COMPANY, ANY ADVERTISER, OR OTHERWISE THROUGH THE WEBSITE, SERVICE, CREATIVE, OFFERS, WEBSITE DATA AND/OR PROGRAMS, AS WELL AS ANY OTHER COMPANY INTELLECTUAL PROPERTY, SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

13. Indemnity.
You shall indemnify, defend and hold Company, its Advertisers, their parents, affiliates and/or subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees and the cost of indemnifying third parties) arising out of or related to: (i) Your use of the Website, Service, Creative, Website Data or any Offer(s), in any manner whatsoever; (ii) any third party claim related to Your Publisher Websites, Publisher Databases, Publisher E-mails and/or Your marketing practices; (iii) any content, goods or services offered, sold or otherwise made available by You on or through Your Publisher Websites, Publisher E-mails or otherwise; (iv) any claim that Company is obligated to pay any taxes in connection with payment made to You in connection with the Agreement and/or any Program; (v) breach or violation of the Agreement and/or any representation or warranty contained herein; and/or (vi) the acts and/or omissions of any Sub-Publishers. Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the Creative provided in connection with any Program. Without limiting the foregoing, Publisher agrees and acknowledges that it shall be fully responsible for any and all taxes, whether state or local, and related fees, costs and penalties incurred by Company and/or any of its Advertisers pursuant to Washington State Tax Law.

14. Assignment, Sub-Publishers and Jurisdiction
Company may assign the Agreement with or without Your consent. You may not assign the Agreement without the prior written consent of Company, which may be withheld for any reason. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties' respective successors and assigns. Publisher may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. For purposes of the Agreement, each of Publisher's business partners or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be a "Sub-Publisher." Company reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher as set forth in the Agreement and must comply with all the terms and conditions that are applicable to Publisher under the Agreement and the applicable Program terms. Publisher is responsible for and shall fully and unconditionally indemnify Company for any and all acts or omissions of any of its Sub-Publishers, including the payment of legal fees and costs if necessary. Further, Company may, at its sole discretion, terminate Publisher at any time based on the acts and/or omissions of Publisher's Sub-Publisher(s). Once express approval of a Sub-Publisher has been granted by Company, notices to Publisher shall be deemed notice to that Publisher's approved Sub-Publisher(s). Company reserves the right to withhold or refuse payment to Publisher in the event that any of its Sub-Publishers breach the Agreement.

The Agreement shall be construed and governed by the laws of the State of Washington, without regard to its conflict of laws principles. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the then current Commercial Rules of the Arbitrator. Arbitration shall take place in Seattle, Washington. At the request of Company, arbitration proceedings will be conducted in secrecy. In such case, all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Company or Publisher and by their respective attorneys who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection with, arising out of, or under the Agreement. Nothing contained herein shall prevent either Party from seeking injunctive relief pending an outcome in arbitration. The Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. To the extent permitted by law, You agree that You will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Company, its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys’ fees and court costs that Company incurs in seeking such relief.

15. Severability.
If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

16. Force Majeure.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, interruption or failure of telecommunication or digital transmission links, results of computer hacking, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party. Publisher understands and agrees that on occasion that the Service and/or Website may be inaccessible, unavailable or inoperable for any reason including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company including, but not limited to, the aforementioned force majeure events. Company will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Company has no control over the availability of the Service on a continuous or uninterrupted basis. The terms of the Agreement are subject to Company hardware, software, and bandwidth traffic limitations. Company's failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.

17. Attorneys' Fees.
Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of the Agreement.

18. Miscellaneous.
You agree that any unauthorized and/or unlawful use of the Website, Service, Creative, Offers, Website Data and/or Programs would result in irreparable injury to Company for which monetary damages would be inadequate. In such event, Company shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against You without the need to post a bond. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Company. The Agreement, together with the AUPs and Privacy Policy, contains the sole and entire agreement and understanding between the Parties relating to the subject matter hereof, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier. Company’s failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Company reserves the right to change any of the terms and/or conditions of the Agreement at any time, with or without notice to You.