PUBLISHER Online Standard Terms and Conditions

Introduction. This agreement ("Agreement") between You and BizCentral Inc. ("BizCentral") consists of these BizCentral Advertisingz Online Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, as generally offered by BizCentral, is available at the Program Frequently Asked Questions ("FAQ") URL, located at http://www.advertisingz.com/publisherfaq.htm, or such other URL as BizCentral may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1. Program Participation. Participation in the Program is subject to BizCentral prior approval and Your continued compliance with the Program Policies ("Program Policies"), located at http://www.advertisingz.com/qualification.htm, or such other URL as BizCentral may provide from time to time. BizCentral reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that BizCentral may serve third party and/or BizCentral provided advertisements (collectively, "Ads") in connection with the Web site(s) that You designate (each a "Site") using BizCentral's advertising serving technology. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by BizCentral (including by electronic mail).
2. Implementation and Operation of Ads. You agree to comply with the specifications provided by BizCentral to enable proper delivery, display, tracking, and reporting of Ads, and BizCentral Brand Features (as defined in Section 12 below) in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by BizCentral in any way, unless expressly authorized in writing by BizCentral (including by electronic mail). Certain BizCentral services available as part of the Program may contain filtering capability, such as FamilySafe, that you may access through Your account. However, if You elect to enable any such filters, You acknowledge and agree that: (i) it is Your responsibility to enable such features in accordance with the specifications provided by BizCentral, and (ii) BizCentral does not and cannot commit that all ads will be limited to such filter(s). BizCentral may also include in certain services features which are unsupported under BizCentral's then current technical documentation. Such features are provided "as is" and Your use of them shall be undertaken solely at Your own risk.
3. Communications Solely With BizCentral. You agree to direct to BizCentral, and not to any advertiser, any communication regarding any Ad(s) displayed in connection with Your Site(s).
4. Parties' Responsibilities. You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of BizCentral's specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. BizCentral reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, or any engagement in any activity prohibited by this Agreement. BizCentral is not responsible for anything related to Your Site(s) or the transmission of data between Your Site(s) and BizCentral. In addition, BizCentral shall not be obligated to provide notice to You in the event that Ads are not being displayed properly to end users of the Site(s).
5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate impressions of or clicks on any Ad(s) through any automated, deceptive, disingenuous or fraudulent means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or computer generated requests, and/or the fraudulent use of other software; (ii) edit, modify, filter or change the order of the information contained in any Ad or Ad Unit, or remove, obscure or minimize any Ad or Ad Unit in any way; (iii) frame any Web page accessed by an end user after clicking on any part of a Ad ("Advertiser Page") or any BizCentral-hosted Web page that contains Ads; (iv) redirect an end user away from any Advertiser Page or provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page or the applicable Pop-Undered Page, intersperse any content between the Ad and the Advertiser Page or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (v) display any Ad(s) 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 Web site), or in any email, or on any Web page or any Web site that contains any hate-related or violent content; (vi) directly or indirectly access, launch and/or activate Ads or Pop Unders through or from, or otherwise incorporate the Ads or Pop Unders in, any software application, Web site or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement (e.g., while Pop Unders may be indirectly accessed from Your Site(s), they may only be displayed on the appropriate BizCentral-hosted Web page); (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Pop Unders and/or Ad(s) or any part, copy or derivative thereof, or (viii) act in any way that violates any Program Policies posted on the BizCentral Web Site, as may be revised from time to time. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies relating to fraud and other legal claims.
6. Termination; Cancellation. You may cancel the participation of any Site in the Program and/or terminate this Agreement with or without cause at any time by removing the JavaScript or similar programming from Your Sites. BizCentral may investigate any activity that may violate this Agreement. BizCentral may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. In addition, BizCentral reserves the right to terminate without notice any account that has not generated a sufficient number of valid Ads (as measured by BizCentral) for a period of two (2) months or more. Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 3, 6 through 10, and 14 through 17 shall survive termination.
7. Confidentiality. You agree not to disclose BizCentral Confidential Information without BizCentral's prior written consent. "BizCentral Confidential Information" includes without limitation: (a) all BizCentral software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by BizCentral; and (c) any other information designated in writing by BizCentral as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or BizCentral, or information that has been (i) independently developed without access to BizCentral Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
8. No Guarantee. BizCentral makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement.
9. No Warranty. BizCentral MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS AND POP UNDERS ARE BASED ON NON-BizCentral CONTENT, BizCentral SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS AND POP UNDERS.
10. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) BizCentral'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY BizCentral TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
11. Payment. You shall receive a payment related to Revenue Share on Ads displayed in connection with Your Site(s) as determined by BizCentral for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by BizCentral within approximately thirty (30) days after the end of each calendar month that Ads are running on Your Site and/or Pop Unders Pages if Your earned balance is $100 or more. In the event the Agreement is terminated, BizCentral shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following BizCentral's receipt of Your written request, including by email, to terminate the Agreement) or by BizCentral. In no event, however, shall BizCentral make payments for any earned balance less than $50. Notwithstanding the foregoing, BizCentral shall not be liable for any payment based on (a) any amounts which result from invalid clicks or activities on Ads generated by any person, bot, automated program or similar device, as reasonably determined by BizCentral, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control or (ii) solicited by payment of money, false representation or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that BizCentral may deliver; (d) BizCentral advertisements for its own products and/or services; or (e) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. BizCentral reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending BizCentral's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to BizCentral. In addition, if You are past due on any payment to BizCentral in connection with any BizCentral program (including without limitation BizCentral advertising services), BizCentral reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to BizCentral. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. 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. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. BizCentral may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify BizCentral in writing within thirty (30) days of any such payment; failure to so notify BizCentral shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by BizCentral. No other measurements or statistics of any kind shall be accepted by BizCentral or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by BizCentral (including by electronic mail).
12. Publicity. You agree that BizCentral may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. If You wish to use BizCentral's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement.
13. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to BizCentral to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; and (c) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) 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 (iii) are not hate-related or otherwise violent in content.
14. Your Obligation to Indemnify. You agree to indemnify, defend and hold BizCentral, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.
15. BizCentral Rights. You acknowledge that BizCentral owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including BizCentral's ad serving technology and Brand Features, and excluding items licensed by BizCentral from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any BizCentral services, software, or documentation. You will not remove, obscure, or alter BizCentral's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any BizCentral services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
16. Information Rights. BizCentral may retain and use for its own purposes all information You provide, including but not limited to Site demographics and contact and billing information. You agree that BizCentral may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. BizCentral may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. BizCentral disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. BizCentral may share aggregate (i.e., not personally identifiable) information about You with advertisers, business partners, sponsors, and other third parties. In addition, You grant BizCentral the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.
17. Miscellaneous. This Agreement shall be governed by the laws of Malaysia, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Malaysia. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by BizCentral. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to BizCentral. Notwithstanding the foregoing, BizCentral may assign this Agreement to any affiliate at any time without notice. The relationship between BizCentral and You is not one of a legal partnership relationship, but is one of independent contractors.