Last Updated March 2, 2012

These Terms of Use and Network Participation Agreement (“Agreement”) is made and entered into as of the date for which this Agreement has been electronically accepted (the “Effective Date”), by and between DLC Partners, Inc., a Limited Liability Company, having its principal place of business (hereinafter referred to as “DLC Partners”), and the User and the Company that they represent (collectively referred to as “You”) by electronically accepting this Agreement to use DLC Partners’s services.

Background

A. DLC Partners has developed and maintains a network of registered advertisers and publishers, and related technology and software to direct customized advertisements and links from advertisers (“Advertisers”) to the websites of selected participating publishers (“Publishers”) (collectively, the “DLC Partners Network” or the “Network”).

B. You desire to participate in the DLC Partners Network as an Advertiser and/or a Publisher, in order to sell ad inventory and/or display ad content, subject to and in accordance with the terms and conditions of this Agreement.

C. You understand that access to, use of or participation in the Network is expressly conditioned on compliance with the terms and conditions of this Agreement, as well as any additional terms and conditions that may be agreed to for your specific campaign; if You do not agree to be bound by the terms and conditions of this Agreement, You may not access, use or participate in the DLC Partners Network.

NOW, THEREFORE, in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Network.

The DLC Partners Network allows Advertisers to display content, including written content, images, graphics, URLs and other materials (the Ads) on the websites of selected Publishers. The Network is used to manage the delivery of an Ad (an Ad Campaign) to the websites of participating Publishers (Publisher Websites).

  1. Acceptance of Terms.

Your access to, use of and participation in the Network are expressly conditioned on Your compliance with this Agreement, and any additional terms and conditions as may be applied to your specific campaign. By registering with DLC Partners, clicking I Agree or otherwise accessing, using or participating in the DLC Partners Network, You hereby represent to DLC Partners that (i) You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements and agree to follow and be bound by this Agreement and the DLC Partners Privacy Policy (located at www.DLC Partners.com/privacy_policy.php), which is incorporated herein by reference. If You register on behalf of a business You represent that You have the authority to bind that business, and Your acceptance of this Agreement will be treated as acceptance by that business. If You register as an agent on behalf of an Advertiser, You represent that You have the authority to bind that Advertiser, and Your acceptance of this Agreement will be treated as acceptance by that Advertiser. If You do not agree to be bound by the terms and conditions of this Agreement, do not access, use or participate in the DLC Partners Network.

  1. Modifications & Notifications

3.1. Modification of the DLC Partners Network. DLC Partners reserves the right to improve, modify, remove, suspend or discontinue, temporarily or permanently, in whole or in part, any information, content, services, products or features appearing on and/or offered through the DLC Partners Network and the DLC Partners Network website (the Network Site or Site) at any time in DLC Partners’s sole discretion without notice and without liability. DLC Partners is under no obligation to remove any content and we do so at our sole discretion. DLC Partners may discontinue or revise any or all aspects of and/or offered through the DLC Partners Network in our sole discretion and without prior notice.

3.2. Modification of Agreement. DLC Partners may revise the terms and conditions of this Agreement (including the DLC Partners Privacy Policy) at any time with notice to You. Revisions will be deemed effective upon notice to Your registered Account (as defined below) or by posting a message to the Site, and is deemed received when sent (for email) or no more than thirty (30) days after having been posted (for messages to Your Account or on the Site). By continuing to access, use or participate in the DLC Partners Network after we have provided notice of any such revisions to You, You agree to be bound by the revised Agreement. If any revision is not acceptable to You, Your only recourse is to cease accessing, using or participating in the DLC Partners Network. Each time You access, use or participate in the DLC Partners Network, You reaffirm Your acceptance of the then-current Agreement.

3.3. Acceptance. You agree that DLC Partners shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the DLC Partners Network or any DLC Partners Advertising Guidelines. By continuing to participate in the DLC Partners Network after DLC Partners has posted any such modifications or provided any required notices, You agree to be bound by the modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.

  1. Registration and Password.

To participate as an Advertiser and/or a Publisher in the DLC Partners Network, You must first register with DLC Partners and create a unique, password-protected account (Your Account). You will be responsible for safeguarding and maintaining the confidentiality of Your Account password. You also take full and sole responsibility for any actions under Your password or Account, whether authorized by You or not. Your registration information and certain other information about You will be used by DLC Partners in accordance with the DLC Partners Privacy Policy located at Privacy Policy. You will immediately notify DLC Partners of any unauthorized use of Your username or password. You are responsible for keeping Your Account information current, complete and accurate, and You acknowledge and agree that DLC Partners will have no responsibility or liability, directly or indirectly, for failure to deliver notices or payments that result from inaccurate Account information.

  1. Advertiser Obligations.

5.1. Ad Campaigns. If You participate in the Network as an Advertiser, You may begin creating Ads and Ad Campaigns as soon as You register with DLC Partners and set up Your Account. You will setup and select the activities and metrics relating to an Ad that will trigger a payment by You to DLC Partners (e.g., delivery of an impression or click) (an Action). You will provide Your Ads to DLC Partners in accordance to DLC Partners Advertising Guidelines.

5.2.Responsibility. DLC Partners disclaims all liability relating to Your Ads and Ad Campaigns. You are solely responsible for Your Ads and Ad Campaigns, any services and products You offer through Your Ads and Ad Campaigns and any websites that can be linked to from Your Ads and Ad Campaigns. You may cancel or suspend an Ad or Ad Campaign, effective within approximately fifteen (15) minutes of DLC Partners’s receipt of Your cancellation notice, by logging into your Account and pausing your Ads. DLC Partners may, in its discretion, reject or remove, or suspend (such as in the event Your Ad Campaign spending limit has been reached), any of Your Ads at any time.

5.3. Prohibitions. You represent and warrant that: (i) You are the owner or are licensed to use the contents and subject matter contained in Your Ads and Ad Campaigns; (ii) Your Ads and Ad Campaigns are free of any “worm”, “virus” or other device that could impair or injure any person or entity; (iii) Your Ads and Ad Campaigns do not violate any law or regulation, including but not limited to laws governing false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; (iv) Your Ads and Ad Campaigns do not: (a) contain any misrepresentations or content that is defamatory; (b) violate any rights of privacy or publicity; © contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; or (d) promote or support gambling or sweepstakes or contests in countries that prohibit such promotions; (v) You are generally familiar with the nature of the Internet and You will comply with all laws and regulations that may apply to display of the Ads and Ad Campaigns on Publisher Websites, including privacy laws; (vi) the Ads and Ad Campaigns do not and will not infringe any intellectual property, trademarks, copyrights or proprietary right of any third party; and (vii) You will not nor will You authorize third parties to: (a) generate fraudulent, automated or otherwise-invalid Actions relating to Your Ads and Ad Campaigns; (b) use robots, other automated-query tools, computer-generated search requests and/or any other similar results-optimization methods unless authorized by DLC Partners; © disseminate harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; (d) offer or disseminate fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes), or furnishing false data on any signup form, contract or online application or registration, or the fraudulent use of any information obtained through the use of the Services, including without limitation use of credit card numbers; or (e) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where Your Ad and Ad Campaigns are displayed.

  1. Publisher Obligations.

6.1.Publisher Websites. If You participate in the Network as a Publisher, and subject to Your compliance with the terms and conditions of this Agreement, DLC Partners will deliver Ads to Your specified Publisher Websites. DLC Partners will provide Publishers with instructions for implementation of any software, technical specifications or guidelines for delivery of the Ads, which instructions form part of this Agreement and are incorporated herein by reference. If You participate in the Network, You agree to comply with the technical specifications provided by DLC Partners to enable proper display of the Ads in connection with the Network, including without limitation by not modifying the HTML, JavaScript or other programming provided to You by DLC Partners in any way. DLC Partners and/or the Advertisers will own content and creative for the Ads, and You will display the Ads as they are provided by DLC Partners without modification.

6.2.Representations. By participating in the Network, You represent that You are the owner/publisher or the authorized agent of the owner/publisher of Your Publisher Websites and that the information related to Your Publisher Websites is true and accurate.

6.3.Publisher Website Ad Codes. DLC Partners will provide You access to the DLC Partners Network Site, where You can access and update Your account information and view available ad sizes and formats. From the publisher section of the DLC Partners Network Site, You can also download the DLC Partners provided browser compatible code (e.g. HTML and/or JavaScript) that You will place in designated locations within Your Publisher Website to enable DLC Partners to serve Ads to those locations (Ad Codes). You will place the Ad Codes only on user-accessible pages within Your Publisher Website displayed within a user-invoked browser. You will only place the Ad Codes in locations that will display the complete Ad in the size and format specified by DLC Partners for each Ad Code. Other than as specified above, You will not install Ad Codes in any location such as in e-mail messages, pop-unders, aim chats or other similar locations. DLC Partners may replace or request you to remove the Ad Codes provided to You at any time. DLC Partners and/or the Advertisers will own content and creative for the Ads, and You will display the Ads as they are provided by DLC Partners without modification.

6.4.Publisher Prohibitions. The DLC Partners Network Site will be the official site for any communications regarding Ads, DLC Partners Advertising Guidelines, and this Agreement. You will direct any communications about Ads to DLC Partners and not to the Advertisers. No other communications from Advertisers or other third parties will be binding on DLC Partners or will otherwise affect this Agreement. You will not engage in any of the following prohibited activities: (i) the promotion or conduct of any illegal or fraudulent activity through Your Publisher Website; (ii) the display of obscene, pornographic, offensive, violent, defamatory, illegal or misleading content on Your Publisher Website; (iii) the use of invisible, fraudulent, automated or otherwise invalid methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; (iv) the disruption, interception, or redirection of any links from the Ads displayed on Your Publisher Website, (v) the sending or causing to be sent unsolicited emails, and (vi) providing or permitting any incentive based promotion in connection with an Ad, unless specifically authorized by an Advertiser. (vii) promoting ads or traffic to your website through IM chat clients (viii) promote ads or traffic to your website through Craigslist.org postings (ix) violating the terms or service and advertiser policies of third party sites (x) displaying ads in the context of sites which promote illegal or unethical activity, including but not limited to racism, hate, “spam,” mail fraud, software pirating (e.g., Warez, Hotline), illegal gambling, illegal sweepstakes, pyramid schemes, illegal investment or money-making opportunities, and illegal advice (xi) displaying ads in the context of material which is libelous, defamatory, infringing, false, misleading or contrary to public policy (xii) displaying ads in the context of material which is otherwise prohibited by Federal, state, or local law, rule or regulation applicable to any jurisdiction where the marketing occurs (xiii) displaying ads directly or in the context of material may bring DLC Partners and/or its associated Advertisers negative publicity or would result in criminal liability of DLC Partners or its Advertisers (xiv) using deceptive or misleading practices such as the use of spyware, devices, programs, robots, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a Consumer is generating a Lead. (xv) engaging in any deceptive form of advertising which includes, but is not limited to, phishing (meaning sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private or personal information, or any other similar activity

6.5 Publisher Contextual Marketing Obligations. Publisher agrees that any use of contextual media shall (a) be only with the express and fully informed consent of the Consumer; (b) include a clear and conspicuous, functioning uninstall mechanism; and © be in compliance with all applicable laws, rules, and regulations relating to contextual media and this Agreement. DLC Partners reserves the right to request additional information about Publisher’s use of contextual media, and Publisher agrees to promptly respond to any such request by DLC Partners with complete and accurate information. (xx)

6.6 Publisher Obligations. Publisher shall not engage in any of the following activities in any manner except with the prior, written approval of DLC Partners: (i) Publisher shall not modify or alter any Offer or Ad Creative in any manner. Publisher will only run approved banners and text in its advertising of Offers and will not create its own banners or advertising text based on the Creative or Offer, unless expressly approved in writing from DLC Partners. Publisher will comply with any additional Advertiser restrictions applicable to an Offer, including but not limited to allowed or prohibited traffic type and banned search terms. Any unapproved use of Offers or Creative will result in the loss of payment of Leads (ii) Any use of iframes that constitute a violation of the terms of Section 6.4, or any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic, or websites that are point, lottery or rewards based and encourage users to click on Offers or use Offers to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from DLC Partners.

6.7 Publisher Obligations in Terms of Third Party Websites and Services

Publisher shall not violate any third party terms and conditions, which includes, but is not limited to unauthorized use of a third party web site for commercial gain or posting bulletins to non-owned accounts. Specifically with respect to third party social network sites, Publisher agrees that it shall not (i) engage in the transmission of junk mail, chain letters, or unsolicited mass mailing through spamming, spimming, emailing or any other form of mass communication; (ii) use any automated mean, including but not limited to scripts, to add friends, send comments or messages, or post blogs; (iii) impersonate any individual or entity or publishers any information that is false or misleading; (iv) compromise user account integrity, including the gaming of logins and passwords, or attempting to collect, harvest or transfer the login or password details of third parties; (v) impede the intended user experience or upload, post, transmit, share, store or otherwise make available any content which restricts or inhibits any third party from using or enjoying the site.

6.8 Publisher Obligations in Terms of Mobile Marketing Obligations. Publisher represents and warrants that with respect to any Offers involving wireless content subscription products or services published or otherwise marketed by Publisher for DLC Partners, Publisher shall not: (i) use the terms “free,” “complimentary” “no charge,” “without charge,” or any other term that reasonably leads a consumer to believe that he or she may receive something of value, entirely or in part without a requirement of compensation in any form; or that tends to convey the impression to the consuming public that an article of merchandise or service is “free,” unless the initial representation to the Consumer also clearly and conspicuously states that the free item may be received by a Consumer pursuant to his or her authorization of billing for a paid subscription plan, the price of the plan, and its term, e.g., “Free ringtone with paid monthly subscription of $9.99/month,” or words of similar effect; (ii) advertise or promote any content that is available only through certain wireless carriers, unless the advertisement clearly and conspicuously discloses that the content is not available through all carriers and clearly and conspicuously discloses for each type of content the carriers that support each type of content being advertised; (iii) include a term or condition to an Offer’s acceptance whereby the consumer agrees to accept advertising or promotional messages delivered electronically to cell phones via text messaging, e-mail or otherwise, that are unrelated to the current Offer, unless expressly and specifically consented to by the Consumer; (iv) use prechecked boxes for acceptance of a term(s) or condition(s) of the Offer; and(v) use any artist or content image without a valid license or that is not included in the most current version of the applicable content catalogue.

Publisher further represents and warrants that with respect to any Offers involving wireless content subscription products or services published or otherwise marketed by Publisher for DLC Partners, Publisher shall: (i) not modify or alter banners creatives or landing pages in any manner without written approval of DLC Partners (ii) respond to any audit request by DLC Partners by (iii) promptly providing any and all requested information and (iv) making all requested changes within the stated time from the sending of such request.

  1. Privacy: User Data Collection & Use

7.1. Data Collection and Sharing. DLC Partners and Advertisers will collect, use and share general, non-personally identifiable data (including without limitation user IP addresses and browser types, referring pages, user interaction information, and Ad identification information) in connection with Ads displayed on Publisher Websites (the General Data). For more details please review our privacy policy.

7.2.Publisher Websites.

(a) General Data. As a Publisher, You will permit and enable the placement of DLC Partners ad tags and cookies on Your Publisher Websites, subject to the user opt-out provisions described in Section [7.2(e)] below and a user’s ability to prevent the use of cookies through browser settings. You agree and acknowledge that DLC Partners and Advertisers may collect, use and share General Data from Your Publisher Websites.

(b) Collection of Information by Advertisers. As a Publisher, You acknowledge that Ad content may include features or functionality (e.g., interactive games) from Advertisers or their agencies that monitor a user’s usage, redirect a user to an Advertiser landing page or request users to submit information.

© Data Use. You agree and acknowledge, and represent and warrant that you have the rights and permissions necessary, that DLC Partners may collect and use General Data as set forth in the DLC Partners Privacy Policy located at www.DLC Partners.com/privacy_policy.php, including but not limited to: (a) tracking impressions and controlling the number of times a user views an Ad, and monitoring Ad interactions and the effectiveness of Ads; (b) improving, enhancing and implementing Ad targeting, performance management, forecasting abilities, creative optimization and monetizing technologies by DLC Partners and Advertiser; and © targeting Ad Campaigns and general advertising on the Publisher Websites; Furthermore, You hereby grant, and You represent and warrant that You have the rights and permissions necessary to grant, to DLC Partners an irrevocable, perpetual, non-exclusive, transferable and sub licensable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute any General Data for any purpose, commercial, advertising or otherwise, on or in connection with the Ads as displayed by Publishers in the DLC Partners Network.

(d) User Opt-Out Procedures. Users may choose to opt out of DLC Partners’s use of their General Data by visiting here and emailing us at unsubscribe@DLC Partners.com to opt out of DLC Partners’s collection and use of such data. To the extent that anonymous user IDs are used to indicate users who have elected to opt out, Publisher acknowledges that the use of cookies, or other methods developed in the future, for this purpose are not infallible and DLC Partners and Advertisers will not be liable if a users browser blocks installation of such a cookie, if a user intentionally or unintentionally blocks or removes the opt out cookie, or otherwise interferes with DLC Partners’s and Advertisers ability to honor the users choice to opt out.

  1. Intellectual Property Rights

8.1. Advertiser Licenses. If You participate as an Advertiser, You hereby grant DLC Partners, in order to allow DLC Partners to serve Your Ads on the Publisher Websites, an unlimited, non-exclusive, fully transferable and sub licensable, worldwide, royalty-free, fully paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the Ads, including in multiple, different size layouts, and to commercially monetize and exploit the same solely for the purposes of the Network, as set forth herein.

8.2. Publisher Licenses. If You participate as a Publisher, DLC Partners and the Advertisers grant You a non-exclusive license during the term of this Agreement to display the Ads on Your Publisher Website in the form provided by DLC Partners, in accordance with the terms and conditions of this Agreement. You will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Ads. You grant DLC Partners a non-exclusive license during the term of this Agreement to use, copy, display, distribute, and disclose Your name, logo, and account information on the DLC Partners Site and in DLC Partners marketing materials. You also grant DLC Partners a non-exclusive license during the term of this Agreement to index and cache Your Publisher Website and any portion thereof, by manual or automated means (including with Web spiders and crawlers), for purposes of promoting the DLC Partners Network, soliciting other publishers and advertisers to participate in the Network, and directing advertisements to Your Publisher Website.

8.3. Publisher Data Ownership. As between DLC Partners and Publisher, Publisher owns all Profile Data of its Publisher Website users.

8.4. Reserved Rights. Except as expressly permitted in this Agreement, You will not earn or acquire any rights or licenses in the DLC Partners Network. You acknowledge and agree that DLC Partners and its licensors own all right, title, and interest in and to the DLC Partners Network, including all intellectual property rights therein. The DLC Partners Network is protected by copyright, trademark and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, You may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use the DLC Partners Network.

  1. PAYMENTS

9.1. Advertiser Payment. Calculation of the fees You owe DLC Partners under this Agreement (Fees) is dependent on how You bid for Your Ads via the DLC Partners Site when You create Ads and Ad Campaigns. DLC Partners will charge you in one of three ways: 1) Your credit card 2) deduct the Fees from a DLC Partners payment account that You have established with a DLC Partners third-party payment processor (e.g., PayPal). DLC Partners may elect to accumulate multiple charges and invoice or charge You when Your unpaid Fees total a threshold amount 3) Invoice you and request a wire for amounts due. If You decide to cap Your expenditure for an Ad Campaign, DLC Partners will use commercially reasonable efforts to end such campaign when the cap has been reached; however, any Fees that exceed the cap are Your sole responsibility. Fees will exclude all applicable taxes. Fees are based only on DLC Partners’s measurements of Actions, and DLC Partners does not reconcile Action data with third-party advertisement servers. If DLC Partners becomes aware of fraudulent actions, relating to an Ad Campaign, it may reverse certain amounts charged to You. For the purposes of checking credit, effecting payment and/or servicing Your account, DLC Partners may share with companies who work on its behalf, such as payment processors and/or credit agencies, any credit-card and related payment information that You provide.

9.2. Publisher Payment.

(a) Calculation of Payment. As a Publisher, You will be able to generate revenue through valid, end user Actions relating to Ads displayed on Your Publisher Websites. DLC Partners will pay Publishers a CPM percentage revenue payment based on the revenue received from Advertisers for Ads displayed on Your Publisher Website, less any refunds or credits due to the Advertisers, merchant card fees, ad-serving fees, campaign referral fees, unpaid advertiser fees, wire fees and other related expenses. Payments earned as a result of valid Actions will accrue and be posted to Your Account. You will be able to view an estimate of CPM payments earned under this Agreement in Your Account. Amounts due to You will be determined solely by DLC Partners based on data regarding impressions, clicks, transactions, conversions and other applicable metrics collected by DLC Partners. DLC Partners has no obligation to pay any amounts determined by DLC Partners to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement. If You dispute DLC Partners’s calculation with respect to amounts owed to You, DLC Partners will use commercially good faith reasonable efforts to resolve that dispute, but DLC Partners’s resolution will be final.

(b) Timing of Payment. DLC Partners will pay You 100% of the amount it expects to receive from Advertisers within thirty (30) days after the last day of the month in which Ads were served. If, for whatever reason, the Advertisers fail to pay DLC Partners then DLC Partners, at its discretion, may deduct from Your payment in the current pay period or in future pay periods amounts owed to DLC Partners by Advertisers for Ads displayed on Your Publisher Website. If payments due to You in any month are less than twenty-five dollars ($100), DLC Partners will credit amounts due to Your account and pay them in the next month in which cumulative amounts due are at least $100. All payments will be made in U.S. Dollars.

© Account Transfer Terms. Generally, accrued payments will be available for withdrawal or transfer from Your Account thirty (30) days after the end of the calendar month in which they accrued or within thirty (30) days of the end of the month in which applicable revenue is received by DLC Partners from Advertisers. All payments will be made in U.S. Dollars. If payments due to You in any month are less than twenty-five dollars ($25), DLC Partners will credit these amounts due to Your Account but only permit You to withdraw or transfer them in the next month in which cumulative amounts due are at least twenty-five dollars ($25). You will not be entitled to receive interest on any Account payments.

(d) Taxes & Required Documentation. You are responsible for calculating and paying all taxes owed on all compensation or amounts received by You from us. If any governmental entity determines that we are responsible for paying taxes on Your behalf, any further compensation will be net of taxes and You will promptly refund to us the amount(s) which we were required to pay on Your behalf. If You are an individual or non-corporate entity, You must complete and submit to us an IRS Form W-9 (if You are a US citizen) or an IRS Form W-8ECI or W-8BEN (as applicable, if You are a non-US Citizen) in order for us to pay You and to prevent backup withholding on payments.

9.3. Prohibited Actions. You will not, nor permit others to, use robots, spiders, or other means of creating any artificial or fraudulent impressions of the Ads. You will not, nor permit others to, disrupt, intercept or redirect any links from Ads displayed on Publisher Websites. DLC Partners will have no obligation to pay any amounts determined by DLC Partners to have resulted from fraudulent, misleading or false activities or from any breach of this Agreement.

9.4. Payment Terms. DLC Partners may modify its payment terms at any time, upon thirty (30) days prior notice of any such change (unless DLC Partners is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by DLC Partners (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease participation. By continuing to participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, DLC Partners may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.

  1. Term and Termination.

10.1. By Advertisers. You may terminate this Agreement by disabling Your Account. As an Advertiser, You may terminate any Ad Campaign at any time by following instructions set forth in Your advertising Account at www.DLC Partners.com. Upon termination, You will pay all amounts due to DLC Partners within thirty (30) days from the last day of the month in which termination occurs.

10.2. By Publishers. You may terminate this Agreement by disabling Your Account. As a Publisher, You may terminate participating (or change or cease which Publisher Websites receive Ads) by removing the DLC Partners Ad Codes. Upon termination, (i) You will remove all Ad Codes from Your Publisher Website within twenty-four (24) hours; and (ii) DLC Partners will pay all undisputed amounts due to You within ninety (90) days from the last day of the month in which termination occurs.

10.3. By DLC Partners. DLC Partners may immediately terminate this Agreement, or cancel or suspend in whole or in part, the DLC Partners Network, for any reason at any time. In addition, DLC Partners may terminate this Agreement immediately without notice to You in the event that: (i) You fail to comply with the DLC Partners Advertising Guidelines; (ii) You breach any term or condition of this Agreement; or (iii) upon receipt of claims or allegations from third parties or authorities or if DLC Partners believes You have breached any term or condition of this Agreement. DLC Partners is not required, and may be prohibited, from disclosing a reason for the termination of Your Account. All decisions regarding the termination of Accounts shall be made in the sole discretion of DLC Partners. You agree that no liability shall arise from any termination by DLC Partners.

10.4. Survival. Upon termination or expiration of this Agreement, any terms that should by their nature survive will survive, including without limitation the indemnification and confidentiality provisions.

  1. Confidential Information.

During the term of this Agreement, each party may receive Confidential Information from the other. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, each party will use reasonable efforts to maintain the confidentiality of all such information and no party will use less effort than that which it ordinarily uses with respect to its own Confidential Information. The foregoing will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors, or prospective acquirers or investors. DLC Partners Confidential Information includes (i) all software, technology, guidelines and documentation relating to the DLC Partners Network; (ii) campaign metrics (e.g., click-through rates, conversion rates, and targeting criteria), amounts paid or payable, and other statistics relating to the Network; and (iii) DLC Partners’s methods for selecting and directing Ads to Publisher Websites, and/or DLC Partners’s methods for selecting and directing Ads to specific Ad Codes. Your Confidential Information means any confidential business or technical information that You provide to DLC Partners. Confidential Information does not include information that: (w) is or becomes generally known to the public through no fault of or breach of this Agreement by the recipient; (x) is rightfully known by the recipient at the time of disclosure without a confidentiality obligation; (y) is independently developed by the recipient without use of the disclosing parties Confidential Information; or (z) the recipient rightfully obtains from a third party without disclosure restrictions.

  1. Indemnification.

12.1. General. You will indemnify, defend and hold DLC Partners and its members, officers, directors, employees, shareholders, agents, Publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to: (i) Your participation in the DLC Partners Network, including but not limited to, claims relating to a breach of this Agreement by You, a violation of any third parties intellectual property rights or right of privacy, or Your privacy policy, arising from such participation; and (ii) Your User Content. This defense and indemnification obligation will survive this Agreement and your use of our Network.

12.2. By Advertisers. In addition to the above, if You participate as an Advertiser, You will indemnify, defend and hold DLC Partners and its members, officers, directors, employees, shareholders, agents, Publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to Your Ads, including without limitation, claims that the Ads infringe any privacy, publicity, intellectual property or proprietary rights of any third party.

12.3. By Publishers. In addition to the above, if You participate as a Publisher, You will indemnify, defend and hold DLC Partners and its members, officers, directors, employees, shareholders, agents, Publishers, and licensors harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) directly or indirectly arising from or relating to: (i) the operation or content of Your Publisher Websites or other advertising channels, or the operation or content of any of Your sub-publisher websites or other advertising channels; or (ii) DLC Partners’s use of any General Data. Furthermore, You will also indemnify, defend and hold Advertisers and any third party advertiser aggregators/agents with whom DLC Partners has contracted for Advertisers (and their respective officers, directors, employees, shareholders and agents) harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) directly or indirectly arising from or relating to Your participation in the DLC Partners Network and the operation or content of Your Publisher Website. You acknowledge that Advertisers and any third party advertiser aggregators/agents, with whom DLC Partners has contracted for Advertisers, are intended third party beneficiaries of these indemnities.

  1. No Guarantee; Warranty Disclaimer.

DLC Partners makes no guarantee that participation in the DLC Partners Network will secure any success or generate any leads from Ads, that Ads will be served on or directed to Publisher Websites, or that You will become entitled to any level of payment. DLC Partners DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DLC Partners DOES NOT WARRANT (I) THAT THE NETWORK WILL MEET YOUR REQUIREMENTS; (II) THAT THE NETWORK AND ANY ADS WILL OPERATE WITHIN YOUR PUBLISHER WEBSITE; OR (III) THAT THE OPERATION OF THE NETWORK WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY ERRORS WILL BE CORRECTED.

  1. Limitation of Liability.

EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 5.3 (PROHIBITIONS), 11 (CONFIDENTIAL INFORMATION) AND 12 (INDEMNIFICATION), EACH PARTYS TOTAL CUMULATIVE LIABILITY TO THE OTHER UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNTS PAID OR OWING TO YOU HEREUNDER IN THE TWELVE(12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANY LANGUAGE OR PROVISION TO THE CONTRARY, DLC Partners’S LIABILITY UNDER ANY ACTION ARISING OUT OF OR FROM THIS AGREEMENT SHALL NOT EXCEED $500,000. NEITHER YOU NOR DLC Partners WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE NETWORK. IN ADDITION, DLC Partners WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM YOUR PARTICIPATION IN THE NETWORK, TERMINATION OF YOUR PARTICIPATION IN THE NETWORK, OR ANY CESSATION OF NETWORK FUNCTIONS.

  1. General.

15.1 Venue and Jurisdiction. This Agreement shall be governed by California law except for its conflicts of laws principles and will be adjudicated exclusively in the federal or state courts located in the Northern District of California. The parties hereby consent to personal jurisdiction and venue therein.

15.2 Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

15.3 Assignment. You may not assign this Agreement without DLC Partners’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be invalid.

15.4 No Third Party Beneficiary. This Agreement is intended for the sole benefit of the parties and is not intended to benefit any third party, except that the parties agree that Advertisers and any third party advertiser aggregators/ agents with whom DLC Partners has contracted for Advertisers, are intended third party beneficiaries of the indemnities hereunder.

15.5 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and DLC Partners’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

15.6 Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding this subject matter. It supersedes all prior or contemporaneous agreements or understandings relating to this subject matter.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.