PubStop by ISM

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Step 5 : Beta Agreement & Terms of Service

I agree to the Beta Agreement PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE BETA SYSTEM (AS DEFINED BELOW). BY ACCESSING ANY PART OF THE BETA SYSTEM OR TAKING ANY OF THE ACTIONS SET FORTH IN SECTION 11, YOU AND THE COMPANY YOU REPRESENT (“YOU” OR “YOUR”) AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, THEN YOU MAY NOT ACCESS THE BETA SYSTEM AND DO NOT TAKE ANY OF THE ACTIONS IN SECTION 11. IMAGE SPACE MEDIA’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY IMAGE SPACE MEDIA, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. Recitals Image Space Media, Inc. ("Image Space Media") has developed and owns confidential technology concerning in-picture advertising, which provides an ad solution for the "image space" (pictures & images) found on the Internet ("In-Picture Advertising"). Image Space Media has developed a system (or new components of its existing system) that embodies its In-Picture Advertising technology (the "Beta System"), and wishes to test this System prior to general release, on the terms and conditions set out in this Agreement. You are interested in serving as a beta evaluator site for this System, on such terms and conditions. Terms And Conditions 1. Delivery. In consideration of your compliance with this Agreement, Image Space Media will make available to you the Beta System at no charge, in the manner provided in the Offer Materials. In its discretion, Image Space Media will provide you with reasonable assistance toward authenticating your credentials for use of the Beta System. 2. Grant of Rights. In consideration of your compliance with this Agreement and during the Beta Test Period, Image Space Media hereby grants to you without charge a personal, non-exclusive, non-transferable, non-sublicensable, limited license, under Image Space Media's intellectual property rights, to use the Beta System solely for purposes of beta evaluation and beta use in a non-commercial environment and for no other purpose. If you choose to employ the Beta System in a "live," production environment (or in another environment where the Beta System may adversely impact operations), you agree to appropriately copy and backup your relevant systems and data, as precautions against your choice to use a non-production, test system (the Beta System) in a production environment and you recognize and agree that Image Space Media shall have no liability of any kind for any use of the Beta System in any such live, production environment. Licensee will not: (i) demonstrate, copy, sell or market the Beta System to any third party; (ii) publish or otherwise disclose information relating to performance or quality of the Beta System to any third party; or (iii) modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the Beta System. 3. Your Feedback. In consideration for your rights under this Agreement, you agree (i) to serve as a "Beta Site" for the Beta System; (ii) to timely notify Image Space Media of any problems and enhancement ideas that come to your attention during the Beta Test Period; and (iii) to provide comments and technical suggestions, upon Image Space Media's reasonable request, concerning the Beta System (items (ii) and (iii) are referred to collectively as "Licensee Feedback"). 4. Feedback Assignment. You hereby assign and agree to assign to Image Space Media all right, title and interest (including patent rights, copyright rights and all other intellectual and industrial property rights throughout the world) in and to all Licensee Feedback and other suggestions related to the Beta System made by you. 5. Optional Marketing. Upon the earlier of (i) completion of the Beta Test Period, or (ii) the expiration of thirty (30) days after you commence your evaluation of the Beta System, you agree (a) to provide material, statistics, and information that is not deemed confidential to your business for Image Space Media's use in press releases and marketing materials, and (b) to permit Image Space Media to use your name and your company name in customer testimonials, and as references in marketing and sales initiatives. Upon reasonable request, you agree to provide a quote that Image Space Media at its option may use in a press release or other publication. 6. Compensation. In consideration of the fulfillment of your obligations under this Agreement and the Offer Materials, Image Space Media agrees to compensate you in accordance with the Offer Materials ("Test Compensation"). Unless the Offer Materials provide others, this Test Compensation will be due upon completion of the Best Test Period, and your provision of the information and assistance specified in Section 3 (Your Feedback) and Section 5 (Optional Marketing). 7. Ownership. As between the parties, the Beta System (and all associated intellectual property rights) is the sole property of Image Space Media and, except for the limited rights expressly granted in this Agreement, Licensee has no other rights in or to the Beta System. You shall not take any action inconsistent with such ownership. You shall not alter or remove any printed or on-screen proprietary or legal notice contained on or in copies of the Beta System. 8. Confidentiality. Licensee acknowledges that the Beta System contains proprietary and confidential information of Image Space Media, and agrees to hold the Beta System and any other proprietary or confidential business or technical information disclosed by Image Space Media in confidence (“Confidential Information”). Except for the specific rights granted by this Agreement, Licensee shall not use, possess, publish or otherwise disclose any Confidential Information. The foregoing obligations shall not apply to information (a) that is or becomes publicly known through no fault of Licensee; (b) that was previously rightfully known to Licensee before Licensee's exposure to the Beta System; or (c) that is independently developed by Licensee, without reference to the Beta System as documented by Licensee’s written records. 9. Disclaimer of Warranties. The Beta System (and each of its Components) is a prerelease subscription service and is not at the level of performance or compatibility of a final, generally available product offering. The Beta System may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. THE BETA SYSTEM IS PROVIDED "AS IS" AND IMAGE SPACE MEDIA DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL FUNCTION IN ANY ENVIRONMENT, OR THAT ITS OPERATION WILL MEET LICENSEE’S REQUIREMENTS, RESULT IN ANY OUTCOME; THAT THE SYSTEM IS RELIABLE OR ERROR-FREE; THAT THE SYSTEM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT DEFECTS IN THE SYSTEM WILL BE CORRECTED. IMAGE SPACE MEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT OR NONINFRINGEMENT, OR ARISING OUT OF ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 10. Limitation of Liability. IN NO EVENT SHALL IMAGE SPACE MEDIA BE LIABLE FOR DAMAGE ARISING OUT OF THE USE OF OR INABILITY TO USE THE BETA SYSTEM WHATSOEVER REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR (A) ANY LOSS OR INACCURACY OF DATA, OR COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES OR PROFITS, OR (C) ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNT OF THE TEST COMPENSATION PAID TO LICENSEE, EVEN IF IMAGE SPACE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Term of Agreement; Beta Test Period. This Agreement begins on the date you assent to its terms and conditions (a) by providing us a return email, in response to our request, indicating your acceptance of this Agreement; (b) by clicking "I accept" when prompted on registration as an evaluator of the Beta System; or (c) by using the Beta System. This Agreement will expire at the conclusion of the Beta Test Period, unless earlier terminated in accordance with Section 12 (Early Termination). 12. Early Termination 12.1. Termination for Convenience. Image Space Media may terminate this Agreement for convenience upon two (2) business days notice, provide Image Space Media pays you a pro rata portion of the Test Compensation. You may terminate this Agreement at any time by giving Image Space Media notice; provided, however, that you will forfeit any Test Compensation due (or paid) to you in connection with the Beta System. 12.2. Termination for Cause. Without prejudice to Image Space Media's other rights, this Agreement will terminate immediately, and without need for notice, if you fail to comply with its terms and conditions. You are entitled to termination this Agreement in the event of a material breach of its terms by Image Space Media, provided you give notice of your intent to terminate, and afford Image Space Media a thirty (30) day period to cure. 13. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will (i) cease to access or otherwise use the Beta System; and (ii) return or destroy any components of the Beta System in your possession or control, including any Beta Client Software. Your password (if any) to the Beta System will similarly be disabled. 14. Survival. The following provisions shall survive expiration or termination of this Agreement for any reason: Section 4 (Feedback Assignment); Section 7 (Ownership); Section 8 (Confidentiality); Section 9 (Disclaimer of Warranties); Section 10 (Limitation of Liability); Section 13 (Effects of Termination or Expiration); Section 14 (Survival); Section 15 (Definitions); and Section 16 (General). 15. Definitions. 15.1. "Beta Client Software" means (a) any Image Space Media software that is designed to be loaded on hardware under your control for purposes of the testing the Beta System, and (b) any additional software, updates or modifications to the Beta Client Software Image Space Media in it its discretion provides to you under this Agreement. 15.2. "Beta Server Software" means (a) any Image Space Media software designed to reside on hardware under Image Space Media's control, and (b) any additional software, updates or modifications to the Beta Server Software Image Space Media in it its discretion provides to you under this Agreement. 15.3. "Beta Software" means (i) the Beta Client Software, (ii) the Beta Server Software 15.4. "Beta System" means the system described in the Offer Materials, including (i) the Beta Software, (ii) associated hardware controlled by Image Space Media, (iii) all components and constituent parts of the Beta Software (and any related Image Space Media hardware); and (iv) any documentation or user manuals Image Space Media may choose to provide in connection with the Beta System. 15.5. "Beta Test Period" means the period of time specified in the Offer Materials. 15.6. "Offer Materials" means the materials by which Image Space Media offers to you the opportunity to participate in testing activities for the Beta System, provided to you by Image Space Media via (i) email, (ii) the Image Space Media website, or (iii) other media or distribution channels that Image Space Media may employ. 15.7. "Test Compensation" has the meaning provided in Section 6 (Compensation). 15.8. "You" or "Licensee" means (a) the individual accepting this Agreement; or (b) if the individual accepting this Agreement is acting on behalf of an organization or other business, then the terms "you" and "Licensee" mean the organization or other business on whose behalf that individual is acting. 16. General. 16.1. Your Authority. If you are acting as an employee or other representative of an organization ("Your Organization"), you represent and warrant that you have authority to legally bind Your Organization to the terms and conditions of this Agreement. 16.2. Choice of Law; Jurisdiction. This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of New York without reference to its conflicts of laws provisions. The exclusive jurisdiction for resolving disputes under this Agreement shall be the state or federal courts in New York, in the judicial district in which Image Space Media resides. 16.3. Notice. Any notice required by this Agreement shall be given by (i) prepaid certified mail, return receipt requested; (ii) first class mail; (iii) fax with a confirmation; or (iv) properly addressed email. Notice shall be given to above address (for Image Space Media) and to the address you provided during the ordering or registration process. Notice is effective upon receipt by the addressee, or if not received by reason of the addressee's fault, when delivered. 16.4. Entire Agreement; Modifications. This Agreement constitutes the entire and only agreement between the parties for the Beta System, and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. 16.5. Compliance with Law. Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement. 16.6. No Waiver. Failure of Image Space Media to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. 16.7. Severability. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. 16.8. Relief. Licensee acknowledges and agrees that, in the event of any breach or threatened breach of any use restriction or confidentiality obligation hereunder, Image Space Media will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, Image Space Media will be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety. Such remedies will be in addition to any other remedy that Image Space Media may have at law or in equity. 16.9. Assignment. This Agreement and the rights and obligations hereunder are personal to Licensee and may not be assigned or otherwise transferred, in whole or in part, without the prior written consent of Image Space Media. Image Space Media may assign its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business or assets. Any attempted transfer in violation hereof will be void and of no effect. This Agreement or the relevant provisions will be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. 17. Contact Information. If you have any questions about this Agreement, you may contact Image Space Media at: info@imagespacemedia.com

I agree to the Terms of Service IMPORTANT – READ CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON (BELOW) OR USING THE SERVICE, YOU OR THE ORGANIZATION YOU REPRESENT (“YOU” OR “PUBLISHER”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO IMAGE SPACE MEDIA’S (“COMPANY”) PUBLISHER ADVERTISING SERVICES AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON (BELOW) OR USE THE SERVICE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO DO SO. 1. Definitions. (a) “Action” means any action linked to an Ad, including without limitation any registration, booking, order, reservation, or purchase. (b) “Ad” means materials comprising or related to in-image advertisements provided by Advertisers for incorporation into and display on the Website, and shall include without limitation links and other interactive or promotional features. (c) “Advertiser” means an entity that provides its Ads on the Website through the Service. (d) "Confidential Information" means (i) the terms and conditions of this Agreement; (ii) any statistics or other data relating to the Service; and (iii) any information provided by one party to the other party that is identified as confidential or can reasonably be regarded as confidential. (e) “Launch Date” means the date the Service first launched on the Website. (f) “Net Revenue” means the gross advertising amounts received by Company with respect to Ads displayed on the Website, including without limitation all amounts paid by Advertisers to Company, less taxes (excluding taxes based on the net income of Company), bad debt, allowances, unpaid post backs, credits, refunds (including, without limitation, for undelivered or misdelivered impressions. (g) “Placements” means the placements on the Website (including without limitation on search results pages of the Website) where Publisher includes the Tags in order for Ads to be served to the Website. (h) “Service” means Company’s proprietary service used to provide and display Ads on Company’s network members’ websites, including without limitation Company’s proprietary PubStop web interface for advertising campaign management (“PubStop”). (i) “Tag” means any HTML and JavaScript code known as an action tag, web beacon, or pixel provided to Publisher by Company for use in delivering Ads and/or reporting an Action hereunder. (j) “Users” means Internet users using the Website. (k) “Website” means the websites owned and/or controlled by Publisher on which Publisher elects to include the Service as specifically identified by Publisher on PubStop. 2. Scope of Services. (a) General Obligations. Subject to the terms and conditions contained in this Agreement, Company agrees to provide the Service to Publisher to target and display Ads to the Website. (b) Placements. During the term, Publisher will comply with any Placement requirements provided by Company. (c) Publisher Access to Reporting Information. Company will provide Publisher with access to reporting information about its aggregate payment earnings, impressions, clicks, and other activity via PubStop. 3. Publisher Obligations and Materials. (a) Tags. Throughout the Term, Publisher shall implement the Tags in accordance with the terms of this Agreement and any placement requirements and reasonable technical specifications provided by Company to Publisher. Without limiting the generality of the foregoing, Publisher shall (i) use the Tags provided by Company to deliver all Ads hereunder, and (ii) permit the display of the title, description, link, and text of an Ad displayed as provided by Company. Publisher will use commercially reasonable efforts to ensure that it does not modify the Website in any way or take any other action that causes any Tag to function improperly and, in the event any Tag fails to function properly, Publisher agrees to work with Company to correct the issue. (b) Prohibited Content. Publisher agrees that any content displayed on or in connection with the Website shall not be false, deceptive, misleading, obscene, defamatory, illegal, violent or unethical and may not contain any pornography, gambling, hate speech or any other content which Company reasonably deems objectionable. (c) Restrictions. Publisher shall not, and shall not authorize or encourage any third party to: (i) edit, modify, filter, re-order, or change the order of the content or information contained in any Ad or Ad Tag, or remove, obscure or minimize any Ad in any way; (ii) redirect a User away from any Advertiser landing page or website that is different from the landing page or website a User would access by clicking on an Ad, or otherwise provide anything other than a direct link from an Ad to the applicable landing page or Advertiser website; or (iii) spam or send unsolicited emails, notifications, invites or use any other broadcasting mechanism mentioning or promoting an Ad. 4. Proprietary Rights. (a) Subject to the terms and conditions of this Agreement, Company hereby grants Publisher a limited, non-exclusive, revocable, non-sublicensable, non-transferable license during the term of this Agreement to use the Service to display Ads on the Websites. Publisher will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Ads. (b) Publisher shall use the Service only for the purpose of providing Ads on or in connection with the Website as set forth in this Agreement. (c) As between Company and Publisher, Company, its licensors, and/or Advertisers, as applicable, own and retain all rights, title, and interest in and to the Service, Ads and all text, data, trademarks and click URLs to third-party domains and other information and content provided by Advertisers or by Company. Publisher acknowledges that the Service is copyrighted by Company and a trade secret of Company. Except as expressly stated herein, Company does not grant to Publisher any license, express or implied, to the Service or any other right, title, or interest to any intellectual property. Any rights not expressly granted herein are deemed withheld. (d) Notwithstanding anything to the contrary herein, Company shall have the right to use and disclose non-personally identifying information and other aggregate data derived from its provision of the Service hereunder in connection with the operation, management, maintenance and enhancement of the Service. 5. Payment. (a) Company shall pay Publisher the amounts and at the times set forth in PubStop. Publisher acknowledges and agrees that the usage statistics, including without limitation the number of impressions and clicks, provided by Company via PubStop are the official, definitive measurements of Company’s performance under this Agreement. (b) Notwithstanding anything else to the contrary set forth in this Agreement, Company shall have no obligation to pay Publisher any payments with respect to (i) amounts generated based on Publisher’s breach of this Agreement, and (ii) any fraudulent payments from Users or any fraudulent or invalid Actions or any fraudulent or invalid clicks or impressions on any Ads generated by any person, bot, automated program or similar device in connection with any Ads provided by Company or the Service, as reasonably determined by Company. 6. Termination. (a) Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice. Image Space Media may also terminate or suspend Publisher membership access to PubStop immediately, without prior notice or liability, if Publisher breaches any of the terms or conditions of this Agreement. Upon termination, Publisher’s right to use PubStop will immediately cease and Publisher will promptly remove all Ad, Tags or any other related material from Publisher’s Website. (b) Effect of Termination. The terms and conditions of Sections 1, 3(e), 4(c), 4(d), 5, 6(c), and 7 through 12 shall survive any termination or expiration of this Agreement. 7. Confidentiality. Neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. Each party shall maintain the confidentiality of the Confidential Information and shall take precautions to prevent the unauthorized disclosure or use of the Confidential Information. The obligations of this clause shall not apply (a) to information that is now or subsequently becomes generally publicly available through no act of omission of the receiving party; (b) to information that is known to the receiving party at the time of disclosure without restriction; (c) to information provided to the receiving party by a third party without restriction; or (d) to information independently developed by the receiving party, its officers, employees, agents, or contractors, as evidenced by written documents or records. 8. Representations and Warranties. Each of Publisher and Company hereby represents and warrants to the other that: (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; and (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which it is bound. 9. Disclaimer. EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTY OR CONDITION ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. COMPANY MAKES NO GUARANTEE REGARDING THE VOLUME OR TIMING OF ACTIONS IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT OR THE SERVICE. COMPANY DOES NOT WARRANT THE RESULTS OF THE SERVICES PROVIDED UNDER THIS AGREEMENT OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY AD CAMPAIGN, THE NUMBER, TIMING OR COMPLETION OF ACTIONS, CLICKS OR IMPRESSIONS, OR THE TOTAL AMOUNT OF ANY PAYMENT TO BE MADE TO PUBLISHER UNDER THIS AGREEMENT. Company DOES NOT warrant that the service PROVIDED BY Company is error-free or that Publisher will be able to operate the service or receive the Services without problems or interruptions. 10. Indemnification. (a) Publisher shall indemnify, defend, and hold harmless Company, its parent and subsidiary companies (including representatives, successors and permitted assigns thereof) from and against any and all third party claims, losses, expenses, damages, liabilities and costs, including reasonable attorneys' fees, arising out of or relating to (i) the violation of any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party by the Website or the use thereof; (ii) any slander, libel, or defamation contained on or within the Website; (iii) violation of any applicable laws, rules and regulations by the Website; and (iv) any breach of a representation or warranty of Publisher contained in this Agreement. (b) Company shall indemnify, defend, and hold harmless Publisher, its parent and subsidiary companies (including representatives, successors and permitted assigns thereof) from and against any and all third party claims, losses, expenses, damages, liabilities and costs, including reasonable attorneys' fees, arising out of or relating to (i) the violation of any patent, copyright, trademark, trade secret or other intellectual property or property right of any third party by the Service; (ii) violation of any applicable laws, rules and regulations by the Service; and (iii) any breach of a representation or warranty of Company contained in this Agreement. (c) Each party’s obligation to indemnify the other party hereunder will be conditioned upon the indemnified party promptly notifying the indemnifying party in writing of any such claim (however, failure of the indemnified party to so promptly notify the indemnifying party will not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party has been damaged thereby), promptly tendering the control of the defense and settlement of any such claim to the indemnifying party (at the indemnifying party’s expense and with the indemnifying party’s choice of counsel), and cooperating fully with the indemnifying party in defending or settling such claim including, but not limited to, providing any information or materials necessary for the indemnifying party to perform the foregoing. The indemnifying party will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the indemnified party or have adverse impact on the operations of the indemnified party without the indemnified party's prior consent, which will not be unreasonably withheld. 11. Limitation of Liability. (a) Publisher acknowledges and agrees that Ads may include CONTENT, IMAGES, links to other websites or resources and that Company has no control over (and is merely a passive conduit with respect to) any SUCH Ad CONTENT, IMAGES, links to websites or other resources that may be submitted or published by any Advertiser or other third party. Company is not responsible for the availability of such third party websites or resources and does not endorse AND IS NOT RESPONSIBLE OR LIABLE FOR any content, advertising, products, or other materials on or available from such third party websites or resources. (b) EXCEPT FOR AMOUNTS OWED TO A THIRD PARTY PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 10 ABOVE OR A PARTY’S WILLFUL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER COMPANY OR PUBLISHER, THEIR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ADVERTISERS BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR COMPANY OR PUBLISHER, THEIR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ADVERTISERS HAVE BEEN NOTIFIED OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF THEREOF. (c) IN THE EVENT THAT A PARTY IS HELD LIABLE FOR ANY REASON UNDER THIS AGREEMENT, THE AGGREGATE LIABILITY OF EITHER COMPANY OR PUBLISHER, THEIR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND ADVERTISERS FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO COMPANY’S SHARE OF NET REVENUE DERIVED FROM THE WEBSITES UNDER THIS AGREEMENT during the SIX (6) month period preceding the event or circumstances giving rise to such liability. 12. General Provisions. (a) Notices. Any notices to Company must be sent via first class or air mail or overnight courier to Image Space Media, Inc., 740 Broadway 11th Floor, New York, NY 10003 attn: Publisher Operations, and are deemed given upon receipt. Notice to Advertiser may be affected by sending an email to the email address specified in Advertiser's account, and is deemed received when sent (for email). (b) Force Majeure. Neither party will be liable to the other for any failure of performance under this Agreement (other than the obligation to make payments under this Agreement) due to acts of God; acts of the public enemy; strikes, lockouts, or other industrial disturbances; fires, floods, storms, droughts, or weather conditions; war, riots or terrorist acts; or, without limitation by enumeration, any other cause beyond the reasonable control of such party; provided, however, that such party shall promptly and diligently take such action as may be necessary and practicable under the then-existing circumstances to remove the cause of failure and resume performance at the earliest reasonable time and shall further give notice of such circumstance to the other party as soon as practicable. If any event of force majeure continues for more than sixty (60) consecutive days, the party not affected by such event of force majeure shall have the option to terminate this Agreement upon ten (10) days written notice to the other party. (c) Relationship of the Parties. Company and Publisher enter into this Agreement as independent contractors, and neither Company nor Publisher shall be or construed to be a partner, joint venturer or employee of the other. (d) Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the parties, provided that either party may not assign this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding the foregoing, (i) either party may assign this Agreement to a parent or a wholly-owned subsidiary of such party without written consent, and (ii) either party may assign this Agreement without consent pursuant to a merger, acquisition, consolidation or other corporate reorganization, or the sale of all or substantially all of its business or assets. Any assignment or attempted assignment in contravention of this provision shall be null and void. (e) Jurisdiction and Venue; Enforcement. This Agreement shall be construed under the laws of the State of New York, without regard to its conflict of laws rules, and each party agrees that any judicial proceeding brought to enforce any provision of this Agreement or to recover damages for its breach shall be brought exclusively in the state or federal courts located in New York, and the parties respectively waive any objections to jurisdiction or venue of such court. The prevailing party shall be entitled to all reasonable attorneys’ fees and costs in connection with enforcing this Agreement. (f) No Waiver; Amendment. No waiver by either party of one or more breaches or defaults by the other in the performance of any provision of this Agreement shall operate or be construed as a waiver of any other or further breach or default whether of a like or different character. This Agreement shall not be modified or amended except by a written instrument specifically referencing this Agreement which has been executed by the parties hereto. (g) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. (h) Entire Agreement. This Agreement, along with the Terms of Use, the Privacy Policy and any other agreements between Publisher and Company, constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. (i) Counterparts. This Agreement may be executed in counterparts, including facsimile or scanned counterparts, each of which shall be deemed an original and all of which when taken together will constitute one and the same instrument.

I agree that I will not click on Image Space Media ads I'm serving through PubStop. I agree that I will not place ads on sites that include pornographic content.