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Publisher and Advertiser Terms of Service

PUBLISHER AGREEMENT

This Publisher Terms and Conditions Agreement (the "Agreement") shall govern participation in Linkular LLC and SoftPublisher.com ("SoftPublisher") network (the "Network"). By participating in the Network, you are agreeing to be bound by the terms and conditions of this Agreement. The term "Publisher" shall refer to any individual or entity who accepts this Agreement by submitting an enrollment form with all the required information for approval ("Membership") in the Network and clicking the "Create My Account" button. Upon approval, SoftPublisher will provide to the Publisher advertising HTML codes ("Ad Codes") to allow the Publisher to serve advertisements on its approved websites, and/or provide Publisher an installer for distribution. ALL PUBLISHERS MUST COMPLY COMPLETELY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. SOFTPUBLISHER.COM AND LINKULAR LLC RESERVE THE RIGHT TO WITHHOLD PAYMENT FROM ANY HOST THAT VIOLATES ANY OF OUR TERMS AND CONDITIONS AND/OR TERMINATE ITS ACCOUNT AT SOFTPUBLISHER SOLE DISCRETION. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

PAYMENT POLICY:
(a) SoftPublisher shall have the sole responsibility for calculation and reporting of all statistics, including impressions, leads, installs, sales, clicks, earnings reports, and referral earnings. Pacific Time (GMT - 08:00) shall be the time period used for all traffic calculations.
(b) Publisher will be paid its fees out of the actual revenues Publisher generates for SoftPublisher as will be approved by SoftPublisher during the approval process. For the avoidance of doubt, any other revenues derived shall be retained by SoftPublisher.
(c) SoftPublisher will pay the Publisher only for months in which earned revenue exceeds US$250.00 for the month. Revenue which is not paid to the Publisher in any month will be credited to the account of the Publisher and paid later, when accrued revenue exceeds US$250.00. SoftPublisher will make payments to the Publisher within 30 days after the end of the month (Net 30). Payments will be made via PayPal or bank wire transfer in US dollars (US$). For the avoidance of doubt, no wire transfers or PayPal payments will be issued for any amount less than US$250.00. The Publisher agrees to keep the payment address and contact information in their account current at all times. 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 from re-payment.
(d) Without derogating from any right set forth herein or under any applicable law, SoftPublisher, reserves the absolute right not to pay to Publishers who violate any of the terms and conditions set forth herein.

Participation:
Membership in the Network is subject to prior approval by SoftPublisher. SoftPublisher shall have absolute discretion as to whether or not it accepts a particular applicant or site (whether new or existing) for participation in the SoftPublisher Network. Approval of membership in the Network is limited only to the specific root domain and/or application for which the Publisher has applied for approval, other domains and/or applications require written approval by SoftPublisher.

1. The publisher agrees and is obligated NOT to do the following :
• Use incentivize traffic, malware, spywares, viruses or any other kind software/online scripts which violating the legal international laws.
• Distribute and/or advertise SoftPublisher's installers and/or products while bundled with malware, spywares, viruses or any other kind software/online scripts which violating the legal international laws.
• Use hidden installs, Drive by installs that are preformed without the users consent.
• Use the services of distribution companies such as, downloaddirect.com, Gangsta Bucks, CPA lead iFrameDollars, Earnings4U, loudmo.com, flvtube.net GoldenInstalls, similar pages that have been found to deliver problematic installs.
• Distribute SoftPublisher's installer and/or product that includes a toolbar alongside another toolbar.
• Distribute SoftPublisher's installer and/or product that includes a default search setting alongside any other product that changes the default search setting.
• Distribute SoftPublisher's installer and/or product that includes a homepage setting alongside any other product that changes the homepage setting.

SoftPublisher monitors its traffic sources and user behavior, and has internal means to detect a breach of these terms. in the unlikely event of such a breach SoftPublisher may demand to stop the Publisher's Campaign immediately, all payments to Publisher will be stopped until a full investigation of the breach is conducted.

2. The following are examples (including but not limited to) of the type of sites and applications that are not allowed to participate in our network:
• Sites and applications that contain adware
• Sites and applications displaying pornography, adult content or graphics, sexual or erotic material or sites that contain links to such content
• Libelous or defamatory sites and applications
• Sites and applications containing or linking to software piracy
• Software trading (warez) sites and applications
• Sites and applications containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, ’phreaking’, etc.)
• Sites and applications with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Sites and applications promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Sites and applications that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
• Sites and applications promoting any type of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities
It is the Publisher's sole responsibility to maintain acceptable content, as outlined in the eligibility requirements, after their acceptance to the SoftPublisher. Any violation of these rules will result in immediate removal from the Network. Your account will be cancelled and your payment will be null and void.

3. Publisher may not artificially inflate traffic and/or install counts using including but not limited to a device, program, spider, robot, auto reloading or meta refreshes.

4. Each Publisher may only hold one account with SoftPublisher. But Publishers can have more than one URL or application in their account, each of which should be submitted for review.

Code Placement: SoftPublisher's ads and installers must be not be modified without consent from SoftPublisher. Data Reporting (Stats): SoftPublisher is the sole owner of all website, campaign, and aggregate web user data collected by SoftPublisher. Publisher only has access to campaign data that is collected through the use of their inventory. Fraud and Deception: Publishers agree to not artificially inflate traffic and/or install counts using a program (including scripts), device, or other means. SoftPublisher audits Publisher's traffic on a daily basis. Publishers that produce or commit fraudulent activities, including but not limit to false impressions, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic.

Removal From Network:
In order to protect our clients from any form of fraudulent actions, SoftPublisher reserves the right to terminate any account that it believes violates one of its rules or that has very low conversion ratios. SoftPublisher reserves the right to request server logs from Publishers for investigation. In the case of dispute between SoftPublisher and Publishers the decision of SoftPublisher stands as the final decision. Any account that has been cancelled due to fraudulent activities will not receive payment. In cases where fraud has occurred and payment has already been made, we may, in addition to closing the account, take legal action against the Publisher. Publisher who is in violation of any of the provisions herein, as will be determined in SoftPublisher's sole discretion will be immediately deactivated. SoftPublisher may deactivate Publishers with no prior notification, though every effort will be made to notify the deactivated Publisher via the e-mail address provided by the Publisher.

Termination:
Without derogating from the foregoing, SoftPublisher shall be entitled to: (a) terminate any Publisher's account that has been inactive or idle for a period longer than two (2) month by serving a 7 day notice via email to the Publisher in the event their account is inactive or idle; AND b) terminate any Publisher's relationship with the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, the Publisher agrees to immediately remove the SoftPublisher ads from their website(s) and/or stop distribution of SoftPublisher’s installers. Except as otherwise specified in this Agreement, the Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination.

GENERAL:

Representations and Warranties:
SoftPublisher is not responsible for any content provided by third parties (including advertisers). SoftPublisher does not make and expressly disclaims any and all warranties of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use, and non-infringement. 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's Websites and/or applications and/or (ii) any content or material to which users can link through the Publisher's Websites and/or applications (other than through an advertisement and/or installer supplied by SoftPublisher). Publisher hereby agrees to indemnify, defend and hold harmless SoftPublisher and its officers, directors, agents, affiliates, partners 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 related to this Agreement and/or the breach by Publisher of any of the terms and conditions set forth herein.

Intellectual Property The Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by SoftPublisher (other than the Publisher's own advertising content). The Publisher is granted no license to SoftPublisher advertising content, the name "SoftPublisher" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by SoftPublisher and made available to the Publisher in any manner.

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.

Limitation of Liability: SoftPublisher shall not be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website or the installer due to systems failures or other technological failures of SoftPublisher or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a customer or other third parties, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any kind. In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising hereunder or from the provision of services.

Modifications:
SoftPublisher reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change. A notice with respect to any change will appear on SoftPublisher website.

Waiver; Severability; Assignment
The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect. The Publisher may not assign this Agreement, in whole or in part, without written consent from SoftPublisher. Any attempt to assign this Agreement without such consent will be null and void.

Entire Agreement

This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between the parties, whether written or oral, regarding the subject matter contained herein.

Governing law
This Agreement shall be governed by and construed under the laws of the state of California without regard to conflict of laws principles.



ADVERTISER TERMS AND CONDITIONS

This Advertiser Terms and Conditions Agreement (the "Agreement") shall govern participation in the Linkular LLC and SoftPublisher.com ("SoftPublisher") network (the "Network"). By participating in the Network, you are agreeing to be bound by the terms and conditions of this Agreement. The term "Advertiser" shall refer to any individual or entity who accepts this Agreement by submitting a registration form with all the required information for approval ("Membership") in the Network and clicking the "Create My Account" button. IF YOU ARE AN INDIVIDUAL, YOU REPRESEN AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. By submitting advertising for inclusion on the Network site or service, Advertiser agrees to be legally bound by the terms of this Agreement. No conditions other than those set forth herein shall be binding on SoftPublisher unless specifically agreed to in writing by SoftPublisher. SoftPublisher will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the Advertiser. Advertiser and its agency (if applicable) are jointly and severally responsible under this Agreement. Subject to SoftPublisher's right to terminate or cancel this Agreement, SoftPublisher’s only obligation to distribute and/or promote software hereunder shall be to distribute and/or promote software of the Advertiser described herein, and in no event shall SoftPublisher be obligated to distribute and/or promote software for any other advertiser. The terms of the Agreement will be considered accepted by SoftPublisher once SoftPublisher commences distribution and/or promotion of the software requested in the registration form. Under no circumstances shall SoftPublisher's liability or obligations exceed those which are expressly set out in this Agreement

PAYMENT:
(a) All Advertisers are required to pay one-hundred percent (100%) of the cost of the campaign in advance before its activation. SoftPublisher reserves the right to set and negotiate specific payment terms for each Advertiser. All payment will be made via PayPal, Check or bank wire transfer. SoftPublisher is under no obligation to perform agreed upon services until payment is received. Where payment is made by credit card, Advertiser expressly agrees not to charge back any amounts and will instead follow the dispute resolution procedures as specified herein. In the event that Advertiser is more than seven (7) days past due on its account, SoftPublisher may charge the total amount then due and owing to Advertiser’s credit card account.
(b) In the event of a dispute between Advertiser and SoftPublisher regarding amounts due, Advertiser agrees that SoftPublisher’s tracking count shall be applied. Advertiser understands and agrees that in no event, and under no circumstance, will data provided by any SoftPublisher representative constitute final billing numbers. Only invoices sent directly to Advertiser are to be construed as representative of billable amounts. In the event that SoftPublisher does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within five (5) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed.
(c) Any late payments will accrue interest equal to one and a half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. Advertiser will be charged $100 for payments by checks that are returned due to insufficient funds. SoftPublisher shall be entitled to recover all reasonable costs of collection (including attorneys’ fees, expenses and costs) incurred in attempting to collect payment from Advertiser.
(d) Rates: All advertising rates are subject to change at any time.
(e) Payment Liability: SoftPublisher reserves the right to hold Advertiser and any agency, broker or other authorized representative of Advertiser jointly and severally liable for all amounts owed to SoftPublisher.
Participation:
SoftPublisher shall have absolute discretion as to whether or not it accepts a particular Advertiser or site for participation in the SoftPublisher Network.

1. SoftPublisher will not distribute and/or promote applications and/or sites containing content that is not appropriate for viewing by a general audience. The following are examples (including but not limited to) of the type of applications and/or sites we will not distribute and/or promote:
• Applications and/or sites with pornography, adult content, sexual or erotic material or applications and/or sites that contain links to such content. • Applications and/or sites containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, 'phreaking', etc.). • Applications and/or sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm. • Applications and/or sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.). • Applications and/or sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam). Without derogating from the foregoing, it is hereby clarified that SoftPublisher reserves the right to refuse service to any new or existing Advertiser at any time, in its sole discretion, with or without cause. SoftPublisher reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Creative for any reason at any time, with or without notice to the Advertiser and regardless of whether such Creative was previously accepted or published. SoftPublisher will not knowingly accept Creative from Advertisers that produce or provide “adult” or pornographic materials, or any other matter which is known or recklessly suspected to offend prevailing community standards anywhere received or displayed. Advertiser acknowledges and agrees that any suspect Creative will be presented with reasonable access restrictions, including without limitation age or consent disclaimers, certifications, warning or restrictions. Creative (including either advertising materials OR linked URLs) shall not include nudity, partial nudity, or any other material that may be indecent or inappropriate for purposes of being read or viewed in conjunction or linked to Inventory or Sites, including without limitation scatological or sexual references, other adult language which may not be appropriate for minors, or depictions or references to gore, violence, cruelty to animals, or other offensive or unnatural acts. SoftPublisher does not accept Advertisers that engage in, promote, facilitate, or suborn the deliberate, reckless or negligent violation of any laws, and will not condone or permit any such activity that comes to its knowledge. SoftPublisher may in its sole discretion refuse, restrict or terminate the Campaign, transmission, delivery or other use of any Creative that it deems inappropriate, or requires special handling, or limit any access to the Network connected with same. This Agreement may be terminated by SoftPublisher immediately with or without notice if Advertiser fails to disclose, conceals, or misrepresents either itself or the nature of its Creative, Network activities, or Campaign orders in any way.

2. To insure compliance with these terms and conditions, any Advertisers that change their content and/or application after approval for membership MUST notify SoftPublisher of the changes in writing IMMEDIATELY. If your advertisement is changed during the campaign such that it includes inappropriate content, SoftPublisher will stop your campaign immediately. In this case, you will not be entitled to a refund. Data Reporting (Stats): Campaigns that use third party serving/tracking for auditing purposes may be subject to alternate or additional controls. SoftPublisher is the sole owner of all website, display campaign, and aggregate web user data collected by SoftPublisher or the Network. Advertiser only has access to website and web user data that is collected as part of Advertiser’s campaign as long as Advertiser is in full and strict performance of this Agreement. All Campaigns are subject to Network capacity limitations, which may include without limitation software, hardware, Internet traffic and service provider, bandwidth and other performance metrics, Inventory availability, payment terms, credit history, Creative performance, and market pricing limitations.

Campaigns:
(i) Advertiser agrees to confirm the correct function of all Creative supplied to SoftPublisher within twenty-four (24) hours of the Campaign start. If no confirmation is received within this time frame, SoftPublisher will assume that Creative is functioning properly and Advertiser agrees to pay for all impressions, clicks or leads derived from the Creative as measured by SoftPublisher. All problems related to Creative should be immediately brought to the attention of SoftPublisher account executive for Advertiser. SoftPublisher is not liable for errors in position and/or placement of the Creative, or typographic errors of any kind. Advertiser agrees and understands that if SoftPublisher is requested to retrieve any Creative for and on behalf of Advertiser, that SoftPublisher performs this service solely as a courtesy to Advertiser. Advertiser shall remain fully responsible for all Campaigns delivered for or on behalf of Advertiser in such instances, even in the event of any errors by SoftPublisher, including retrieving incorrect Creative.
(ii) Advertiser agrees to allow SoftPublisher to make changes or alterations to the Creative for the purpose and intent of matching it to the medium of delivery. SoftPublisher may, at its option, modify the flight date of a Campaign if the Creative or linking URL’s and/or installers are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation, or other issues beyond its control.
(iii) Advertiser hereby grants to SoftPublisher and its third party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Campaign(s) in connection with its obligations hereunder.
(iv) SoftPublisher reserves the right to pause any Campaign that does not meet or satisfy SoftPublisher’s performance expectations, operational requirements, or for any other reason. During the pause period, Advertiser and SoftPublisher will work together to address SoftPublisher’s concerns, including but not limited to testing new Creative and/or changing rates. If during or following the pause period SoftPublisher deems, at its sole discretion, that the Campaign will not meet minimum performance expectations or operational requirements, SoftPublisher reserves the right to cancel Advertiser’s Campaign. For Advertisers who pre-paid, SoftPublisher will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).
(v) Any advertising and marketing rights not specifically granted to Advertiser herein are specifically reserved by SoftPublisher. Without limiting the generality of the foregoing, SoftPublisher expressly reserves the right to: (i) refuse any advertising request, cancel any Campaign, or change any Campaign that does not completely conform to every material detail, instruction, method, and guideline set forth in the registration form; (ii) refuse any Creative that does not arrive forty-eight (48) hours prior to the start date; (iii) refuse or cancel the use of any Campaign that it deems, in its reasonable discretion, inappropriate for any reason or no reason; (iv) refuse at any time to publish or transmit any copy, photograph or illustration of any kind for any reason including those that it believes, in its reasonable discretion, are an invasion of privacy, are degrading, libelous, unlawful, profane, obscene, pornographic, tend to ridicule or embarrass, are in bad taste, or which in its reasonable discretion are an infringement on a trademark, trade name, or copyright belonging to others; (vi) refuse any advertising request or cancel any Campaign that is or can be hosted by any directly or indirectly competitive network;
(vi) refuse or cancel any Campaign which redirects traffic to a website other than the site specifically identified in the registration form; and/or (vii) refuse or cancel any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the registration form. All Campaigns are subject to capacity limitations which include software, hardware, bandwidth, inventory availability, payment terms, credit history, creative performance, and market pricing limitations. SoftPublisher shall notify Advertiser of the rejection or cancellation of any Campaign and shall have no liability to Advertiser for any such rejection or cancellation. Further, SoftPublisher shall have no liability to Advertiser for failure to place any Campaign on its or any third-party publisher’s network.

Advertiser's Representations and Warranties:
Advertiser represents, warrants, and covenants that:
(i) Advertiser will provide all software installers, creative and substantive materials (“Creative”) required for marketing its campaign;
(ii) Advertiser is the owner or is licensed to use the entire contents and subject matter contained in its advertisements and collateral information, including, without limitation, (i) the names and/or pictures of persons; (ii) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (iii) any testimonials or endorsements contained in any advertisement submitted to SoftPublisher;
(iii) Advertiser is solely responsible for the substantive content of each advertisement, and to the extent that SoftPublisher provides assistance in the development of a campaign, such assistance shall be limited to creative assistance only. Advertiser represents and warrants that SoftPublisher is not a party to, and has no liability for, the content and claims in Advertiser’s Creative.
(iv) Advertiser is not in violation of any obligation, contract, agreement, or laws, by entering into this Agreement, by performing its obligations hereunder, or by authorizing and permitting SoftPublisher to perform its services hereunder. Advertiser has the unrestricted power and authority to enter into and perform its obligations under this Agreement;
(v) the use, reproduction, distribution, transmission or display of any Creative and any materials to which users can link, or any products or services made available to users through the Creative does not and will not (i) violate any law, statute, ordinance, treaty, order, decree, regulation (including but not limited to false advertising or unfair competition under the law of any jurisdiction), give rise to criminal or civil liability or infringe any copyright, patent, trademark, or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party (collectively “Unlawful Conduct”); (ii) contain or promote viruses, malware, spyware, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez content or conduct (collectively “Offensive Conduct”); or
(iii) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct;
(vi) Advertiser has a reasonable basis for all claims made within the Creative, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Campaigns. Advertiser warrants that all product information it provides SoftPublisher and/or posts on its website, is truthful, accurate, and complete, and is not misleading in any way;
(vii) the landing page for each Campaign (i.e., the Advertiser’s website page where a consumer is directed when the consumer clicks on the Creative, fills in a registration form, runs an installer or takes a similar action) contains a prominent link to Advertiser’s privacy policy, which policy provides, at a minimum, (i) adequate notice, disclosure, and choices to consumers regarding Advertiser’s use, collection, disclosure, and security of their personal information; and (ii) complete compliance with all relevant guidelines and any other applicable laws, rules, and regulations with respect to online privacy;
(viii) no Campaign is targeted to children under the age of thirteen (13) and/or offers products or services that are illegal for minors to buy, possess, or participate in; and
(ix) all consumer data collected pursuant to this Advertiser Agreement shall only be used for legal purposes;

GENERAL:

Indemnification:
Advertiser agrees to indemnify and hold SoftPublisher, its third party publishers, and their respective affiliates, employees, officers, agents, directors, and representatives, harmless immediately upon first demand of SoftPublisher from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs, and expenses (including without limitation reasonable attorneys’ fees) arising out of or related to: (i) Advertiser’s breach of any representations, warranties, or covenants made in this Agreement, or (ii) any allegations of or proceedings for libel, defamation, violation of right of privacy or publicity, copyright 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 use of the Network; (iii) the breach by Advertiser of any of the terms and conditions set forth herein; and/o (iv) the advertisement URL and its linked websites. Advertiser further agrees that any compromise or settlement of such disputes will contain a complete, express, and unconditional release of SoftPublisher. The provisions of this Section shall survive the termination or expiration of this Agreement.

Cancellation:
The Advertiser and the Publisher may stop the campaign at any time with twenty-four (24) hours written notice. For the termination of the campaign, the Advertiser is responsible to pay for all impressions that were served by SoftPublisher, and SoftPublisher shall issue a refund for all impressions that have not been delivered.

Non Solicitation:
(a) SoftPublisher has proprietary relationships with the publishers that make up its Network. With the exception of reasonably documented, preexisting relationships with direct publishers or networks, during the term of this Advertiser Agreement and for a period of twelve (12) months thereafter, Advertiser agrees not to solicit, induce, recruit or encourage, directly or indirectly, any publisher that Advertiser knows, or has reason to know, is a publisher on SoftPublisher’s network for the purpose of distribution and/or obtaining the placement or hosting of advertising in any form without the express, written consent of SoftPublisher. In the event that Advertiser violates this provision, it shall pay SoftPublisher an additional commission equal to what the SoftPublisher would otherwise have earned had Advertiser not violated this subsection (a).
(b) The parties agree and understand that a material breach of this “Non Solicitation’ will cause SoftPublisher to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, SoftPublisher will, in addition to all other remedies, be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond and/or shall be entitled to a decree of specific performance of the terms of this Advertiser Agreement against the Advertiser. The foregoing remedy is a material, bargained for basis of this Advertiser Agreement and has been taken into account in each party’s decision to enter into this Advertiser Agreement. 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.

Limitation of Liability:
(a) THE ADVERTISING AND/OR DISTRIBUTION SERVICE PROVIDED BY SOFTPUBLISHER, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOFTPUBLISHER MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. SOFTPUBLISHER DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. SOFTPUBLISHER DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. SOFTPUBLISHER DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE OR SCREEN DESIGN. ALL ORDERS ARE CONTINGENT UPON SOFTPUBLISHER’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND SOFTPUBLISHER IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. SOFTPUBLISHER WILL MAKE DILIGENT EFFORT TO MEET SCHEDULED DELIVERY AND ONLINE DATES, BUT MAKES NO GUARANTEE AND ACCEPTS NO LIABILITY FOR ITS FAILURE TO MEET SAID DATES.
(b) SOFTPUBLISHER SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. SOFTPUBLISHER’S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS PAID TO IT FOR THE ADVERTISING CAMPAIGN IN QUESTION.
(c) Without derogating from the foregoing, SoftPublisher shall not be subject to any liability whatsoever for (a) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a customer or other third parties, difficulties with a third-party server, or electronic malfunction; and (b) errors in content or omissions in any kind.

Modifications:
SoftPublisher reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with complying with any changes to the terms and conditions within 10 days of the date of change. A notice with respect to any change will appear on SoftPublisher website.

Waiver; Severability; Assignment
The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder (including without limitation advertisement space) without the express prior written consent of SoftPublisher. Any attempt by Advertiser to resell, assign, or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to SoftPublisher.

Entire Agreement
This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between the parties, whether written or oral, regarding the subject matter contained herein.

Governing law
This Agreement shall be governed by and construed under the laws of the state of California without regard to conflict of laws principles.

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