Last Updated October 20, 2009
PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY ADBRITE, INC. ("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Web pages available at www.adbrite.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:

1. 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.
2. 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.
3. 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.
4. 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.  If Subscriber is a publisher, 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.  
5. 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 that: (i) is infringing, libelous, defamatory, obscene, abusive, offensive, violent or hateful; (ii) contains alcohol or drug abuse; (iii) violates any law or right of any third party; or (iv) promotes or facilitates any of the foregoing, whether directly or through a peer-to-peer network that is owned, operated or provided by Subscriber. Without limiting the generality of the foregoing, (i) if Subscriber is an advertiser, Subscriber agrees to comply with Company’s Advertiser Acceptable Use Policy, as the same may be updated from time to time in Company’s sole discretion (“Advertiser AUP”), and if Subscriber is a publisher, Subscriber agrees to comply with Company’s Publisher Acceptable Use Policy, as the same may be updated from time to time by Company in its sole discretion (“Publisher AUP”).  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 15 (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.
6. DISCLAIMERS.  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.  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.  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. 
   
   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.
7. COPYRIGHT DISPUTE POLICY. Please review Company's Copyright Dispute Policy. By registering as an advertiser and/or publisher, Subscriber agrees that the sole method for resolving complaints of copyright infringement if Subscriber believes that material or content residing on or accessible through the Site or Services infringes a copyright, shall be through the practices described in the Copyright Dispute Policy.
8. PRIVACY POLICY. Please review Company's Privacy Policy.  By registering as an advertiser and/or publisher, Subscriber is consenting to the use of any personal information and non-personal information Company collects from Subscriber as described in the Privacy Policy.  Without limiting the generality of the foregoing, by providing information to us, Subscriber acknowledges that Company operates in the United States and Subscriber agrees to permit Company to collect, transmit and use Subscriber’s personal information and non-personal information anywhere that Company deems necessary for the performance of Company’s Services -- including outside the country where Subscriber is located, across international boundaries and in the United States -- and that such use shall be subject to the terms and conditions stated in Company’s Privacy Policy and this Agreement. In the case of the United States, Company may be required to disclose Subscriber’s personal information to government authorities, regulators, or law enforcement in accordance with applicable laws, which may include the USA PATRIOT Act. 
   
   EXCEPT AS DISCLOSED IN THE PRIVACY POLICY, (I) 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; AND (II) 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.
9. 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 and for all activities that occur under Subscriber’s password or account.  Subscriber agrees to (a) immediately notify Company of any unauthorized use of Subscriber’s password or account or any other breach of security, and (b) ensure that Subscriber exits from its account at the end of each session. Company cannot and will not be liable for any loss or damage arising from Subscriber’s failure to comply with this Paragraph 9.
10. INDEMNITY. Subscriber will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any third party claim proceeding, suit, investigation or demand due to or arising in whole or in part out of Subscriber's access to the Site, use of the Services, the violation of this Agreement by Subscriber (including, without limitation, the violation of the Publisher AUP and/or the Advertiser AUP), 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. Subscriber agrees that Company will have sole and exclusive control over the defense and settlement of any such third party claim.
11. 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.  SUBSCRIBER AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION AGAINST COMPANY ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
12. 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. Subscriber agrees that Company may offset any amount owed to Subscriber in Subscriber’s capacity as a publisher by any amount owed by Subscriber to Company in Subscriber’s capacity as an advertiser.
    If Subscriber is an advertiser: 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. Amounts due 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 reserves the right to suspend any advertisement in the event of non-payment by Subscriber of any amount owed to Company.  Amounts that remain unpaid after their due date shall accrue late payment interest thereafter in the amount of 1.5% compounded monthly or the highest rate that is legally allowable under applicable law, whichever is less.  In the event that Company institutes legal proceedings to collect any amount outstanding to Company, Subscriber shall be liable for any resulting collection costs (including reasonable attorneys’ fees). Subscriber agrees to the terms of Company’s Refund Policy, as the same may be updated from time to time by Company in its sole discretion.  Subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with Subscriber's use of the Services. Subscriber agrees that Company may apply any overpayment by Subscriber on one account to set-off an amount owing on another related account or to pay any amounts that are past due to Company for a period of 90 Days. Subscriber agrees to pay all sales, use and other applicable taxes or charges imposed by any government entity in connection with Subscriber's use of the Services. 
    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 first day 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 of the previous calendar month end, 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 and the Company shall make the aforesaid determination anew on the first day of the following month.  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, or Company’s payment from advertiser is later reversed at any time, Company may debit Publisher’s account or reverse or stop payment on any payment previously made to Publisher in respect of such advertisements, and 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. Company shall not be liable for any payment based on (i) any fraudulent impressions, clicks or acquisitions generated by any person, robot, automated program or similar device, as reasonably determined by Company; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; (iii) impressions clicks or acquisitions commingled with a significant number of fraudulent impressions clicks or acquisitions described in (i) above, (iv) any impressions, clicks or acquisitions that arise in whole or in part as a result of any violation of Company’s Publisher AUP (including any clicks, impressions or acquisitions that result from a publisher site that violates the Publisher AUP); or (v) any impressions, clicks or acquisitions that arise 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 (for example, from Subscriber’s use of the Services as an advertiser), Company reserves the right to withhold payment until all outstanding payments have been made.  All payments to Subscriber are contingent upon, and will be made pursuant to Company’s Publisher Payment Policy, as the same may be updated from time to time by Company in its sole discretion.  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.  Without limiting the generality of the foregoing, Publisher acknowledges and agrees that checks payable to Publisher that are not cashed within 180 days from the date of issuance will be cancelled by Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all income taxes and other applicable taxes or charges imposed by any government entity in connection with Subscriber's use of the Services. 
13. 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.
14. USE OF AGGREGATE INFORMATION; MARKETING RIGHTS. Company may share aggregate (i.e., not personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors, and other third parties.  Additionally, Subscriber grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services.
15. 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, indemnification provisions, warranty disclaimers, and limitations of liability.
16. 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 thereunder hereunder; (iii) when participating in Company’s network as an advertiser, Subscriber will comply with Company’s Advertiser AUP; (iv) when participating in Company’s network as a publisher, Subscriber will comply with Company’s Publisher AUP, and (v) 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.
17. 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, the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.. 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 California without regard to the conflict of laws provisions thereof.  Both parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts sitting in San Francisco, California and waive any objection they may have to such jurisdiction, including on the ground that it is an inconvenient forum for the resolution of a dispute hereunder. 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. Subscriber agrees that, except as otherwise expressly provided above, there shall be no third-party beneficiaries to this Agreement.