The Web pages available at www.adultadsmarket.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by Company, and are accessed by you ("Subscriber") under the following terms and conditions:
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ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Company may offer to provide
certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together
Internet advertisers and publishers, as described more fully on the Site, and which are selected by Subscriber
through the process provided on the Site ("Services"). Company may change, suspend or discontinue the Services
(or Subscriber's access thereto) at any time, including the availability of any feature, advertisement, publisher
or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access
to the Services to any applicant at any time. Company also reserves the right, at its discretion, to modify this
Agreement at any time by posting a notice on the Site, or by sending Subscriber a notice via email or postal mail.
Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of the modified
terms and conditions. Subscriber certifies to Company that if Subscriber is an individual (i.e., not a corporation)
Subscriber is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the Services
and access the Site, and takes full responsibility for the selection and use of the Services. This Agreement is void
where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
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IMPLEMENTATION. Subscriber agrees to comply with the technical specifications provided by Company to enable proper display of the advertisements in connection with the Services, including without limitation by not modifying the
JavaScript or other programming provided to Subscriber by Company in any way.
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COMMUNICATIONS SOLELY WITH COMPANY. Subscriber agrees to direct to Company and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of Subscribers use of the Services.
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CONTENT. The Site and its contents are protected by U.S. and international copyright laws and are intended solely
for the use of Company subscribers and may only be used in accordance with the terms of this Agreement in connection
with authorized use of the Services. All materials displayed or performed on or accessible through the Site or
Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips
and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein
specifically includes any advertising or other content made available or submitted by any advertiser and any website
or other content published by or associated with any publisher. Subscriber shall abide by all copyright notices,
information, and restrictions contained in any Content accessed in connection with the Services. Subscriber
acknowledges and agrees that if Subscriber uses any of the Services to contribute or make available Content, Company
is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content
(including all related intellectual property rights) and to allow others to do so in connection with the Services
and the Site.
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RESTRICTIONS. Subscriber (whether a publisher, advertiser or otherwise) warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content
that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or
right of any third party. If Subscriber is a publisher, Subscriber shall not, and shall not authorize or encourage
any third party to (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but
not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer
generated search requests, and/or the fraudulent use of other search engine optimization services and/or software;
(ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure
or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by an end user
after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page
different from the page an end user would access by going directly to the Advertiser Page or intersperse any content
between the advertisement and the Advertiser Page; or (iv) display any advertisements on any error page, registration
or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website). Company
reserves the right to remove any Content from the Site at any time, or to terminate Subscriber's right to use the
Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from
third parties or authorities relating to such Content or if Company is concerned that Subscriber may have breached the
terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14 (Termination).
Subscriber is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Subscriber's right to use the Services or to access the Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.
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DISCLAIMERS.
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Subscriber acknowledges and agrees that Company has no special relationship with or fiduciary duty to Subscriber and
that Company has no control over, and no duty to take any action regarding: which users gains access to the Site or
Services; what Content Subscriber accesses or receives via the Site or Services; what Content other subscribers may
make available, publish or promote in connection with the Services; what effects any Content may have on Subscriber
or its users or customers; how Subscriber or its users or customers may interpret, view or use the Content; what
actions Subscriber or its users or customers may take as a result of having been exposed to the Content, or whether
Content is being displayed properly in connection with the Services.
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Further, (i) if Subscriber is a publisher, Subscriber specifically acknowledges and agrees that Company has no control
over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any
advertiser, and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or
not such Content is appropriate or acceptable to Subscriber, and (ii) if Subscriber is an advertiser, Subscriber
specifically acknowledges and agrees that Company has no control over any Content that may be available or published
on any publisher website (or otherwise), and that Subscriber is solely responsible (and assumes all liability and risk)
for determining whether or not such Content is appropriate or acceptable to Subscriber.
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Subscriber releases Company from all liability in any way relating to Subscriber's acquisition (or failure to acquire),
provision, use or other activity with respect to Content in connection with the Site or Services. The Site may contain,
or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. Company
makes no representations concerning any content contained in or accessed through the Site or Services, and Company will
not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or
accessed through the Site or Services. Company makes no guarantee regarding the level of impressions of or clicks on
any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to
Subscriber in connection with the Services.
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THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE
RESULTS OF ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME
STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
SUBSCRIBER.
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ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY
OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE.
Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space,
communications, confidential or trade-secret information, or any other Content stored on Company's equipment,
transmitted over networks accessed by the Site, or otherwise connected with Subscriber's use of the Services.
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Subscriber acknowledges and agrees that Company has no special relationship with or fiduciary duty to Subscriber and
that Company has no control over, and no duty to take any action regarding: which users gains access to the Site or
Services; what Content Subscriber accesses or receives via the Site or Services; what Content other subscribers may
make available, publish or promote in connection with the Services; what effects any Content may have on Subscriber
or its users or customers; how Subscriber or its users or customers may interpret, view or use the Content; what
actions Subscriber or its users or customers may take as a result of having been exposed to the Content, or whether
Content is being displayed properly in connection with the Services.
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REGISTRATION AND SECURITY. As a condition to using Services, Subscriber may be required to register with Company and select a password and Subscriber name ("Company User ID"). Subscriber shall provide Company with accurate, complete,
and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in
immediate termination of Subscriber's account. Subscriber may not (i) select or use as a Company User ID a name of another
person with the intent to impersonate that person; (ii) use as a Company User ID a name subject to any rights of a person
other than Subscriber without appropriate authorization; (iii) register for the Services using more than one Company User
ID. Company reserves the right to refuse registration of, or cancel a Company User ID in its discretion. Subscriber shall
be responsible for maintaining the confidentiality of Subscriber's Company password.
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INDEMNITY. Subscriber will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees,
harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of
Subscriber's access to the Site, use of the Services, the violation of this Agreement by Subscriber, or the infringement
by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person
or entity.
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LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUBSCRIBER THEREFOR; OR (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.
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FEES AND PAYMENT. Some of the Services require payment of fees. Subscriber shall pay all applicable fees, as described on the Site in connection with such Services selected by Subscriber. Company reserves the right to change its price list and
to institute new charges at any time, upon prior notice to Subscriber, which may be sent by email or posted on the Site.
If Subscriber is a publisher, Subscriber shall receive as payment a percentage of the sale price of advertisements displayed in connection with
Subscriber's website as determined by Company for Subscriber's use of the Services.
Subscriber's payable revenue shall be determined on the last Friday of each month, on which day those revenues accrued
to Subscriber's account sixty (60) or more days earlier shall become eligible to be paid. Payments to Subscriber shall
be sent by Company within approximately ten (10) days after the last Monday of each calendar month if Subscriber's
earned balance is greater than or equal to Subscriber's minimum check amount. If Subscriber's earned balance is less than
Subscriber's minimum check amount, no check shall be sent until the following month, on the last Thursday of which Company
shall make the aforesaid determination anew. In addition, if Subscriber is a publisher, Subscriber agrees that (i) any
payments that may become due to Subscriber (as described on the Site) are specifically conditioned upon Company's receipt
of full payment from the applicable advertiser, and that any such payments do not become due to Subscriber until 60 days
after Company's receipt of full payment from the applicable advertiser, and (ii) if Company does not receive the
applicable payment in full from any such advertiser, Company shall have no liability or responsibility to Subscriber (and
Subscriber hereby releases Company) with respect thereto. If Subscriber disputes any payment made in connection with the
Services, Subscriber must notify Company in writing within thirty (30) days of any such payment. Failure to so notify
Company shall result in the waiver by Subscriber of any claims related to such disputed payment. Payment shall be
calculated solely based on records maintained by Company. No other measurements or statistics of any kind shall be
accepted by Company or have any effect under this Agreement. Company shall not be liable for any payment based on (i) any
fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions
similarly generated on any advertisements, as reasonably determined by Company; (ii) advertisements delivered to end users
whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent
impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Subscriber
for any applicable pay period. Company reserves the right to withhold payment or charge back Subscriber's account due to
any of the foregoing or any breach of this Agreement by Subscriber. In addition, if Subscriber is past due on any payment
to Company in connection with the Services, Company reserves the right to withhold payment until all outstanding payments
have been made. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact
and payment information associated with Subscriber's account and Company User ID. For U.S. taxpayers, this information
includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers,
this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities
or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the
U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error
or omission may be deducted from the newly issued payment. Subscriber agrees to pay all applicable taxes or charges
imposed by any government entity in connection with Subscriber's use of the Services.
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CONFIDENTIALITY. Subscriber agrees not to disclose Company Confidential Information without Company's prior written consent. "Company Confidential Information" includes without limitation: (i) all Company software, technology,
programming, technical specifications, materials, guidelines and documentation Subscriber learns, develops or obtains that
relate to the Services or the Site; (ii) click-through rates or other statistics relating to Site performance in the
Services provided to Subscriber by Company; and (iii) any other information designated in writing by Company as
"confidential" or any designation to the same effect. "Company Confidential Information" does not include information
that has become publicly known through no breach by Subscriber or Company, or information that has been (a) independently
developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by
Subscriber from a third party; or (c) required to be disclosed by law or by a governmental authority.
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INFORMATION RIGHTS. Company may retain and use for its own purposes all information Subscriber provides, including but not limited to Site demographics and contact and billing information. Subscriber agrees that Company may transfer and
disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling
Subscriber's participation in the Services, including to third parties that reside in jurisdictions with less restrictive
data laws than Subscriber's own jurisdiction. Company disclaims all responsibility, and will not be liable to Subscriber,
however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not
personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors, and other
third parties. In addition, Subscriber grants Company the right to access, index, and cache Subscriber's website, or any
portion thereof, including by automated means including Web spiders or crawlers.
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TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if
Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and
non-cancelable. Upon termination of the Subscriber's account, Subscriber's right to use the Services will immediately
cease and Subscriber will remove all Company HTML code from Subscriber's websites. All provisions of this Agreement which
by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers,
and limitations of liability.
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REPRESENTATIONS AND WARRANTIES. Subscriber represents and warrants that (i) Subscriber is the owner of each website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to act on behalf
of the owner of such website for the purposes of this Agreement, and (ii) Subscriber has all necessary right, power and
authority to enter into this Agreement and to perform the acts required of Subscriber hereunder. Subscriber further
represents and warrants that each of Subscriber's websites and any material displayed therein: (a) comply with all
applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights
of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or
duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.
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MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder
where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found
to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable
or sublicensable by Subscriber except with Company's prior written consent. This Agreement shall be governed by and
construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof.
Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties
and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to
the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as
otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and Subscriber does not have any authority of any kind to bind Company in any respect whatsoever.