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Terms

1. PARTIES

Pursuant to this Agreement, RevenueResponse.com ("RevenueResponse") and you ("You" or "Publisher") agree to the following terms and conditions for the receipt of advertising materials ("Creatives") from advertising Customers ("Customers" or "Advertisers"). This includes the serving, tracking and reporting of each advertising Campaign made on the websites of the RevenueResponse network of publishers (the "Network").

2. USE POLICY

(a) Membership: Membership in the Network is subject to prior approval of RevenueResponse. RevenueResponse reserves the right to refuse service to any new or existing Publisher for any reason, in its sole discretion. Approval of membership in the Network is limited only to the specific root URLs (the "Websites") for which Publisher has applied for approval by RevenueResponse. RevenueResponse reserves the right, in its sole discretion and without liability to RevenueResponse, to reject, omit or exclude any Publisher or Website for any reason at any time (including, without limitation, if a Website's text is in a foreign language), with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Without limiting the foregoing, RevenueResponse reserves the right to require a potential or existing Publisher to submit detailed descriptions or explanations of the Publisher�s website(s) or application(s) functionality and backend technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the network. In addition, in all Websites in the Network must maintain a privacy statement acceptable to RevenueResponse. If Publisher is an individual, Publisher must be at least 18 years of age.

(b) Representation: Publisher represents and warrants that the Websites:
(1) are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites;
(2) do not violate any law, statute, ordinance, treaty or regulation;
(3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
(4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
(5) are not false, deceptive or misleading;
(6) are not defamatory, libelous, slanderous or threatening; and
(7) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

Publisher also represents, warrants and covenants that:

(i) Publisher has the power and authority to enter into and perform its obligations under this Agreement;

(ii) Publisher shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting RevenueResponse to perform the services hereunder;

(iii) Publisher shall comply with all of the terms and conditions of this Agreement, as amended from time to time;

(iv) all information provided by Publisher to RevenueResponse or posted on the Websites by Publisher is truthful, accurate and complete, and is not misleading in any way;

(v) RevenueResponse is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites;

(vi) upon request by RevenueResponse, Publisher shall promptly provide a written statement in a form acceptable to RevenueResponse confirming RevenueResponse's authority hereunder; and

(vii) Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about RevenueResponse or any other party. Publisher grants RevenueResponse and the customer the right and license to transmit the Creatives to the Websites.

(c) Termination: RevenueResponse reserves the right to terminate any Publisher's relationship with the Network at any time, with or without cause, including, without limitation, for reasons set forth in Section 2(e) below. Termination notice may be provided in person or via email, facsimile or mail (either regular mail or overnight courier) and will be effective immediately upon receipt. Upon receipt of such termination notice, Publisher agrees to immediately remove from the Websites any and all of RevenueResponse�s software code supplied to Publisher for serving Creatives from RevenueResponse or otherwise (collectively, the "RevenueResponse Code"). Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination all ties to referrals will be permanently severed and Publisher will not receive nor be entitled to receive future referral commissions hereunder.

(d) Content: RevenueResponse reserves the absolute right to refuse to affiliate with any Publisher. RevenueResponse does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. This Agreement is voidable by RevenueResponse immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. In addition, RevenueResponse may in its sole discretion refuse to serve any Website that it deems inappropriate. To insure compliance with this Agreement, any Publishers that change their content after approval for membership MUST notify RevenueResponse of the changes in writing IMMEDIATELY.

(e) Traffic: RevenueResponse reserves the right to terminate Publisher's relationship with RevenueResponse immediately should either (a) the number of Impressions delivered by Publisher total less than 1,000 per month, or (b) the unique Click Through Rate equals .25% or less for any fourteen (14) consecutive calendar day period, or (c) Publisher�s traffic falls below the threshold established by RevenueResponse from time to time. RevenueResponse reserves the right to change the minimum CTR at any time in response to market pressures.

(f) Defaults: Publisher acknowledges and agrees that RevenueResponse may be able to fill up to 100% of advertising requests sent to its servers with RevenueResponse pre-defined default ads. RevenueResponse does default redirects expressly for this reason. Defaults ads will adhere to the content guidelines outlined for all RevenueResponse Advertisers (no adult content, etc.) RevenueResponse may display pre-defined or so-called 'house' ads on Publisher's website based solely on RevenueResponse's decision at any time in response to market pressures.

(g) Placement: Publisher shall be solely responsible for placing Creatives on the Websites, which placement shall be subject to the terms and conditions of this Agreement. No Creative may be placed on any root URL not specifically approved by RevenueResponse for membership within the Network.No Publisher will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor.

(h) Fraud and Deception: RevenueResponse audits every Publisher's traffic on a daily basis. Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivize clicks, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic. Additionally, RevenueResponse reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All Creatives must be served from a RevenueResponse server or serving location, or through a RevenueResponse approved 3rd-party-hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior written approval of RevenueResponse, certain language may appear above or below an advertisement served by RevenueResponse. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable to RevenueResponse and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

(i) Code: RevenueResponse Code shall not be modified without prior written consent from RevenueResponse. Publisher agrees to use the RevenueResponse Code provided by RevenueResponse for displaying a Creative not more than ONCE per page view. Publisher cannot alter, copy, modify, take, sell, reuse, or divulge any RevenueResponse Code, except as is necessary to partake in the Network, provided, however, with the prior written approval of RevenueResponse, a Publisher may, in certain instances, modify the RevenueResponse Code for purposes of inserting certain language pre-approved by RevenueResponse either above or below an advertisement served by RevenueResponse. Requests for language approval should be sent to [email protected]. Any modifications to RevenueResponse Code shall be owned solely by RevenueResponse. Subject to the terms and conditions of this Agreement, RevenueResponse grants you a world-wide, revocable, non-exclusive, non-transferable, non-sublicensable, limited use license to use, execute, and display the RevenueResponse Code solely for purposes of receiving and displaying the Creatives and performing your other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as RevenueResponse granting you any right, title or interest in or to the RevenueResponse Code or any right under any patent, trade secret or other intellectual property rights of RevenueResponse. You acknowledge and agree that RevenueResponse owns all right, title and interest in and to the RevenueResponse Code (including, without limitation, all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. You agree that you will not use the RevenueResponse Code, or the results created thereby, or disseminate or distribute any of this information, except as expressly permitted by this Agreement.

(j) Data Reporting (Stats): RevenueResponse owns all data collected by or through RevenueResponse's code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by RevenueResponse from such data (collectively, "Data"). All Data shall be deemed RevenueResponse's Confidential Information. Any use by Publisher of such Data shall be only as expressly permitted in this Agreement and in strict compliance with RevenueResponse's privacy policy. Publisher may only access Data that is collected through the use of their inventory.

(k) Website Access: For purposes of this Agreement, all websites that are owned, operated or hosted by or on behalf of RevenueResponse, including, without limitation, RevenueResponse's branded website at http://www.RevenueResponse.com, are referred to herein collectively as the "RevenueResponse Websites." You agree that you will not use the RevenueResponse Websites or any content therein or data obtained therefrom for any other purpose and that you will not disseminate any of this information. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage your account with RevenueResponse or to monitor or copy the RevenueResponse Websites or the content contained therein except those automated means expressly made available by RevenueResponse, if any, or authorized in advance and in writing by RevenueResponse (for example, RevenueResponse-approved third party tools and services). The RevenueResponse Websites contain robot exclusion headers and you agree that you will not bypass RevenueResponse's robot exclusion headers (including using any device, software or routine to accomplish that goal), or to interfere or attempt to interfere with the proper working of the RevenueResponse Websites or any program thereon, or RevenueResponse system. Without limitation to the foregoing, you further agree that you will not take any action that imposes an unreasonable or disproportionately large load on the RevenueResponse Websites, any programs thereon, or RevenueResponse's infrastructure, as determined by RevenueResponse.

(l) Trademarks: RevenueResponse's logos and trademarks and any future trademarks, service marks or logos on all RevenueResponse Websites are trademarks of RevenueResponse or RevenueResponse's licensors (the "RevenueResponse Marks"). Without the prior written consent of RevenueResponse or its licensors, Publisher shall not display or use in any manner any RevenueResponse Marks.

(m) Your Website: You hereby acknowledge that RevenueResponse is not responsible for the content or maintenance of your Websites, or websites owned or operated by any third party (including, without limitation, other advertisers), nor is RevenueResponse responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Websites or websites owned or operated by any third party (including, without limitation, other advertisers). You represent, warrant and covenant that all information you provide in connection with this Agreement or on your Websites are, and will be, updated to remain, current and accurate. You agree that your Websites do not contain any RevenueResponse-owned or licensed content, including, without limitation, any RevenueResponse listings, except pursuant to a separate signed agreement with RevenueResponse.

(n) Contact Information: To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated 3 days prior payment period finish to be reflected in the next payment. This must be done by Publisher online using Publisher's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted by RevenueResponse upon repayment of such returned or cancelled payments.

(o) Privacy: In performance of the parties' obligations pursuant to this Agreement, you agree not to transmit to RevenueResponse, its information providers, licensors, licensees, consultants, contractors, agents, attorneys or employees, and RevenueResponse shall not solicit or collect, any personally identifiable information of the visitors or customers to your Websites unless required by law or court order, or otherwise agreed in writing and signed by an authorized representative of RevenueResponse. You represent, warrant, and covenant that at all times while the RevenueResponse code is on your Websites, you will maintain a privacy policy on your Websites which shall (a) be available, at a minimum, as a clear and conspicuous link from the main page of your Websites and on all web pages where visitors' personally identifiable information is collected, (b) obtain all rights and/or permissions necessary for RevenueResponse to use the Data as contemplated under this Agreement, (c) comply with all applicable laws and regulations, and (d) contain language materially similar to the following:

"We have contracted with RevenueResponse ("RevenueResponse") to monitor certain pages of our website for the purpose of reporting website traffic, statistics, advertisement 'click-throughs', and/or other activities on our website. Where authorized by us, RevenueResponse may use cookies, web beacons, and/or other monitoring technologies to compile anonymous statistics about our website visitors. No personally identifiable information is collected by or transferred to RevenueResponse. For more information about how the information is collected and used by RevenueResponse, please see RevenueResponse's privacy policy at http://RevenueResponse.com/privacy.html"

(p) Access: All hardware and software necessary for access to RevenueResponse services and Creatives is Publisher's responsibility. Publisher, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Publisher's use of the services hereunder, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the services hereunder, are compatible with the RevenueResponse Code.

(q) Traffic Limitations: Customer understands and agrees that from time to time the RevenueResponse services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation:
(i) equipment malfunctions;
(ii) periodic maintenance procedures or repairs which RevenueResponse may undertake from time to time; or
(iii) causes beyond the control of RevenueResponse or which are not reasonably foreseeable by RevenueResponse, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.
While RevenueResponse will attempt to provide the services on a continuous basis, Publisher acknowledges and agrees that RevenueResponse has no control of the availability of the services on a continuous or uninterrupted basis. Publisher also understands and agrees that RevenueResponse is not responsible for the functionality of any third party website or interface. Terms of this agreement are subject to RevenueResponse hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this contract.

3. PAYMENT POLICY

RevenueResponse payment rates vary with geographical location of Customer impressions and with market conditions. RevenueResponse reserves the right to set payment rates. RevenueResponse reserves the right to set and negotiate specific payment terms and rates on an individual basis. Publishers will typically be paid within five (5) business days after the 1st and 16th days of month. Publishers will be paid at the account level. All accounts will be settled in US dollars ($US). No payment will be issued for any amount less than $100US. All unpaid earnings will rollover to the next pay period. As a condition to RevenueResponse.com's obligation to make payments hereunder to Publisher, Publisher must have a completed and accurate W-9 (for US-based Publisher's) on file with RevenueResponse or a completed and accurate W-8 (for non-US-based Publisher's) on file with RevenueResponse. Publisher payments will be withheld until the appropriate taxation documents are on file with RevenueResponse. Publishers cannot refer themselves in order to apply for referral bonus. In no event will payments be made on accounts that have not provided proper tax identification information. RevenueResponse, reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein. RevenueResponse will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs.

4. LIABILITY POLICY

(a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by RevenueResponse). Publisher hereby agrees to indemnify, defend and hold harmless RevenueResponse and its information providers, officers, directors, affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (each, an "RevenueResponse Entity" and collectively, the "RevenueResponse Entities") and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys� fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites; (b) arising out of any breach by Publisher of this Agreement (including any representation or warranty herein); or

(c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites, except for any of the foregoing directly caused by RevenueResponse's gross negligence or willful misconduct. You agree to be solely responsible for defending any claim against any RevenueResponse Entity, subject to RevenueResponse's and such RevenueResponse Entity's right to participate with counsel of its own choosing; provided that you will not agree to any settlement that imposes any obligation or liability on RevenueResponse's or any RevenueResponse Entity without RevenueResponse's prior express written consent.

Warranty Disclaimer: THE SERVICES HEREUNDER, THE DATA AND ALL OTHER RevenueResponse WEBSITES, SYSTEMS AND CODE (COLLECTIVELY, THE "RevenueResponse MATERIAL") AND ALL CREATIVES, THIRD PARTY WEBSITES, APPLICATIONS AND/OR EMAILS (COLLECTIVELY, THE "THIRD PARTY PRODUCTS") ARE PROVIDED OR MADE AVAILABLE BY RevenueResponse ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND RevenueResponse EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER EXPRESSLY AGREES THAT PUBLISHER'S USE OF THE RevenueResponse MATERIALS AND THIRD PARTY PRODUCTS, OR ANY PARTY THEREOF, IS AT PUBLISHER'S SOLE RISK.

SPECIFICALLY, BUT WITHOUT LIMITATION, RevenueResponse MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOLLOWING (AND RevenueResponse DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE FOLLOWING): (i) THAT THE RevenueResponse MATERIALS OR THIRD PARTY PRODUCTS, OR ANY PART THEREOF, SHALL BE FREE OF ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE AVAILABILITY, ACCURACY OR UNINTERRUPTED USE OF THE RevenueResponse MATERIALS OR THE THIRD PARTY PRODUCTS OR ANY PORTION THEREOF, ANY CONTENT THEREON OR ANY INTERFACE THERETO; (iii) THAT THE RevenueResponse MATERIALS OR THIRD PARTY PRODUCTS, OR ANY PART THEREOF, ARE FREE OF DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS; (iv) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN ANY RevenueResponse WEBSITE; (v) PUBLISHER�S USE OF THE ANY RevenueResponse MATERIALS OR THIRD PARTY PRODUCTS; (vi) ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH RevenueResponse, THIRD PARTY PRODUCTS, RevenueResponse SYSTEMS OR RevenueResponse WEBSITES OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THEREFROM, OR WEBSITES LINKED THERETO OR THEREFROM; OR (vii) THE SUCCESS OR RESULTS, ECONOMIC OR OTHERWISE, THAT MAY BE OBTAINED BY USE OF, OR OTHERWISE AVAILABLE FROM, THE RevenueResponse MATERIALS OR THE THIRD PARTY PRODUCTS, OR ANY PART THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO ONE OR MORE OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.

(c) Limitation of Liability: NEITHER RevenueResponse NOR ANY RevenueResponse ENTITY SHALL BE SUBJECT TO ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY WEBSITE, DELAYS IN DELIVERY OR NON-DELIVERY OF CREATIVES, INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH A CUSTOMER OR CREATIVES, DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION, ERRORS IN CONTENT OR OMISSIONS IN ANY CREATIVE, FAILURE OF PERFORMANCE, OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER BASED ON BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION OR THEORY. IN NO EVENT SHALL RevenueResponse OR ANY RevenueResponse ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF THE AGREEMENT, THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT OR RevenueResponse MATERIAL OR WEBSITES LINKED THEREFROM, OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT YOU WILL NOT HOLD RevenueResponse RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH ANY PROGRAMS, THIRD PARTY PRODUCTS, RevenueResponse SYSTEMS OR RevenueResponse WEBSITES OR WEBSITES LINKED TO THEREFROM, INCLUDING, WITHOUT LIMITATION, THIRD PARTY SERVICE PROVIDERS, THOSE WITH WHOM RevenueResponse CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE RevenueResponse SYSTEMS, AND/OR RevenueResponse WEBSITES AND THOSE TO WHOM RevenueResponse PROVIDES LINKS FOR CONTENT, ADVERTISING AND/OR ANY OTHER TYPE OF DATA OR INFORMATION. IN NO EVENT SHALL THE LIABILITY OF RevenueResponse OR ANY RevenueResponse ENTITY FOR ANY DIRECT DAMAGES EXCEED $10,000.00 IN THE AGGREGATE.

5. GENERAL

(a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. The terms and conditions of Sections 2(h), 2(i), 2(j), 2(k), 2(l), 2(m), 4, 5(a), 5(b), 5(c), 5(g), 5(i), 5(j), 5(k), 5(l), 5(m) and 5(n) shall survive the expiration or termination of this Agreement. RevenueResponse shall have no liability under this Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. Any rights not expressly granted in this Agreement are reserved by RevenueResponse, and all implied licenses are disclaimed. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. Publisher will periodically review RevenueResponse�s Website to ensure compliance with this Agreement and RevenueResponse's Privacy Policy (as posted on or linked from a RevenueResponse Website), either of which RevenueResponse may amend from time to time in its sole discretion. Publisher agrees to be bound by any such amendment and assumes the responsibility for periodically reviewing such the RevenueResponse Website with respect thereto. Nothing contained in this Agreement will prevent RevenueResponse from complying with privacy laws and regulations. RevenueResponse reserves the right to discontinue offering any of RevenueResponse systems and/or RevenueResponse Websites at any time. Except as otherwise specified by RevenueResponse, you agree that you will direct all communications relating to any RevenueResponse Website or your participation therein directly to RevenueResponse and not to any other entity.

(b) Public Release: Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with RevenueResponse or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of RevenueResponse. RevenueResponse shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of RevenueResponse and Publisher.

(c) Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, RevenueResponse reserves the right to withhold payment and take appropriate legal action to cover its damages.

(d) Audit: RevenueResponse shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, Publisher shall send a written request immediately to RevenueResponse. detailing, with reasonable specificity, Publisher's objections to calculations. Thereafter, RevenueResponse will provide Publisher with an explanation or, if such calculations are determined by RevenueResponse to be incorrect, an adjustment, of the numbers which explanation or adjustment, as the case may be shall be final and binding. In the event no adjustment is necessary, Publisher shall reimburse RevenueResponse for its expenses in responding to Publisher's requests under this Section.

(e) Privacy: RevenueResponse�s Privacy Statement is hereby incorporated into this Agreement. Publisher shall be subject to and bound by all of its terms and conditions as applicable.

(f) Assignment: No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of RevenueResponse. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. RevenueResponse and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. The parties agree and acknowledge that no third party has or shall have any rights as a third party beneficiary or otherwise arising from or relating to this Agreement.

(g) Governing Law: This Agreement will be governed by and construed in accordance with the internal laws of the State of California, without regard or reference to the conflict of laws provisions thereof. Each party hereto agrees that all disputes and litigation regarding this Agreement and matters connected with its performance shall be subject to the exclusive jurisdiction of the courts of the State of California located in Santa Barbara, California or of the Federal courts sitting nearest thereto.

(h) Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract

(i) Confidentiality and Non-Disclosure: "Confidential Information" means any information disclosed to you by RevenueResponse, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by RevenueResponse; (ii) enters the public domain by being made generally available after disclosure to you by RevenueResponse, other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by RevenueResponse as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law, provided that you give RevenueResponse prompt written notice prior to such disclosure and you provide assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legally required disclosure. All Confidential Information shall remain RevenueResponse's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to RevenueResponse immediately upon RevenueResponse's request, and also, upon termination of this Agreement. You may not issue any press release or other public statement regarding this Agreement, RevenueResponse, and/or RevenueResponse's affiliates, or partners without the prior written consent of an authorized person at RevenueResponse.

(j) Independent Contractor: The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venturer, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.

(k) Notices: Any notice to be given to Publisher pursuant to this Agreement may be sent by email to Publisher's email address as identified in Publisher's account information or by posting on a RevenueResponse Website. The sending of such notice shall constitute the giving of notice thereof.

(l) Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

(m) Severability: If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to this Agreement and has like economic effect.

(n) Attorneys' Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs and expenses in addition to any other relief to which such party may be entitled.