ADVERTISER AGREEMENT

THIS ADVERTISER AGREEMENT ("Agreement") is between Support Analysis Software, Inc. ("SASI"), with offices at 111 Rockville Pike, Suite 980, Rockville Maryland 20850, and the individual or organization identified in the application form ("Advertiser"). Pursuant to this Agreement, Advertiser is contracting for:

1. The purchase of online advertising online from SASI ("Host");
2. The delivery and display of Advertiser's advertising materials and linked URLs ("Advertiser") on certain websites owned or leased by SASI; and

BY CLICKING THE "I AGREE" BUTTON ADVERTISER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THIS AGREEMENT WILL FORM A BINDING CONTRACT BETWEEN ADVERTISER AND SASI. IF ADVERTISER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE CLICK "I DO NOT AGREE".

1. Advertiser Representations and Warranties:
   
   Advertiser represents and warrants that:
   1. It is the owner of all right, title and interest in, or is validly licensed to use, the entire contents and subject matter and Intellectual Property Rights (as defined below) contained in or displayed on the Advertiser;
   2. The Advertiser is free of any "worm", "virus" or other destructive programming or device that could impair or injure any data, computer system, software, property, person or entity;
   3. The Advertiser does not violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws;
   4. The Advertiser does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity;
   5. The Advertiser does not and will not infringe any Intellectual Property Rights or other proprietary rights;
   6. The Advertiser and the Advertiser do not produce or provide any adult content, including without limitation, any content that is in violation of applicable obscenity and child pornography laws;
   7. The Advertiser and the Advertiser do not engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking;
   8. Advertiser shall not engage in any restricted activities described in this Agreement; and
   9. Advertiser has the right to grant to SASI and the Publishers, and does hereby grant, the right and license to transmit to, use, reproduce, display, distribute and track the Advertiser and Campaigns on the SASI Website Websites.

For the purposes of this Agreement, "Intellectual Property Rights" means all world-wide intellectual and industrial property rights, whether existing now or in the future, including without limitation copyrights, trade-marks, patents, inventions, industrial designs, trade secrets and information of a confidential nature, and all registrations and applications therefor.

 

2. TRAFFICKING: Advertisers ad on the SASI Website requires between 0-3 business days after Advertiser has purchased their advertisement. All Campaigns placed on the SASI Website are subject to SASI Website capacity limitations which include software, hardware, bandwidth, Inventory availability, payment terms, credit history, Advertiser performance, and market pricing limitations. Advertiser hereby grants SASI the right to extend the end date of the Advertisement, in SASI's discretion, to complete delivery of the contracted terms.
   
    
3. QUALITY CONTROL: SASI reserves the right to refuse service to any new or existing Advertiser, in its sole discretion, with or without cause. SASI reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Advertiser for any reason at any time, with or without notice to the Advertiser and regardless of whether such Advertiser was previously accepted or published. SASI does not accept Advertiser from Advertisers that produce or provide adult content. Advertiser (advertising content and linked URLs) shall not include nudity, partial nudity or adult language. Advertisers shall not engage in, promote or facilitate illegal activities. SASI may in its sole discretion refuse or restrict use of any Advertiser that it deems appropriate or requires special handling.
   
    
4. EXCLUSIVE REPRESENTATION: Advertiser grants SASI the exclusive right to provide sales representation on Advertiser's behalf in order to solicit, market and sell Content and Campaigns to Publishers and Websites that are members of the SASI Website. Advertiser shall not, directly or indirectly, approach or otherwise solicit sales of Advertiser's Content to Publishers and Websites that are members of the SASI Website.
   
    
5. CAMPAIGN ACCOUNTING: Campaigns purchased by Advertiser in the SASI Website are served, tracked and reported by SASI. Unless otherwise stated in the IO, SASI shall be the governing counting authority, and all prepaid and billed amounts due shall be based on the numbers tracked by SASI.
   
    
6. INDEMNITIES, LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS

a.      Indemnification:

Advertiser is solely responsible for any legal liability arising out of or relating to:

1. The Advertiser and/or
2. Any content or material to which users can link through the Advertiser.

Advertiser hereby agrees to indemnify, defend and hold harmless SASI and its affiliates and Publishers, and their respective officers, directors, agents and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings

c.      For libel, defamation, violation of right of privacy or publicity, Intellectual Property Right 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 Advertiser or the Advertiser;

d.      Arising out of any material breach by Advertiser of any duty, representation or warranty under any agreement with SASI; or

e.      Relating to a contaminated file, virus, worm, Trojan horse or other destructive programming or device originating from the Advertiser.

b.      Limitations of Liability:

0.      IN NO EVENT SHALL SASI BE LIABLE FOR LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, INABILITY TO USE ANY WEBSITE OR OTHER COMPUTER PROGRAM, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ECONOMIC LOSS OF ANY KIND, EVEN IF SASI HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN SUCH LOSS OR DAMAGE OCCURRING. NEITHER SASI NOR ITS PUBLISHERS WILL BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR

1. ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF THE ADVERTISER DUE TO SYSTEMS FAILURES OR OTHER TECHNOLOGICAL FAILURES OF SASI OR OF THE INTERNET;
2. DELAYS IN DELIVERY AND/OR NON-DELIVERY OF ADVERTISER, INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH A PUBLISHER OR WEBSITE, DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION; AND
3. ERRORS IN CONTENT OR OMISSIONS IN ANY ADVERTISER.

1.      SASI'S MAXIMUM LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED: (A) FOR ANY ONE CLAIM, AN AMOUNT NO GREATER THAN THE AMOUNTS PAID BY ADVERTISER TO SASI IN THE THREE CALENDAR MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; AND (B) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AGGREGATE OF ALL PAYMENTS MADE TO SASI BY ADVERTISER UNDER THIS AGREEMENT. IN NO EVENT WILL SASI BE RESPONSIBLE FOR CONSEQUESTIAL DAMAGES OF ANY NATURE OR KIND.

c.      Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SASI AND ITS PUBLISHERS DO NOT MAKE AND HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, THE PERFORMANCE OF ANY SOFTWARE PROGRAMS INCIDENTAL TO SERVICES RENDERED BY SASI, SERVICES PROVIDED BY SASI OR ANY OUTPUT OR RESULTS THEREOF, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. SASI AND ITS PUBLISHERS SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES AND CONDITIONS REGARDING THE PAYMENTS OR REVENUES THAT MAY BE GENERATED AND ANY ECONOMIC OR OTHER BENEFIT THAT ADVERTISER MAY OBTAIN BY PARTICIPATION IN THIS AGREEMENT.

d.      Application: The limitations, exclusions and disclaimers in this Agreement shall apply irrespective of the cause of action, demand or claim, including without limitation, breach of contract, tort (including negligence), fundamental breach or breaches, failure of essential purpose, or any other legal or equitable theory.

 

7. TERMINATION: This Agreement may be terminated by SASI immediately if Advertiser is in breach of this Agreement or fails to disclose, conceals or misrepresents itself in any way. This contract shall automatically terminate at end of contract term unless there has been a breach of this agreement by Advertiser.
8. GENERAL

 .       Entire Agreement and Interpretation: This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Sections 3, 7, 8, 9 and 10 shall survive expiration or early termination of this Agreement and remain in full force and effect. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement. This Agreement may be executed in any number of counterparts and in electronic form, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

a.      Relationship: The parties are independent contractors and nothing in this Agreement shall be deemed to create any agency, employment, partnership, joint venture or other relationship between the parties and neither SASI nor Advertiser shall hold itself out as the agent of the other, except as otherwise specified in this Agreement.

b.      Excusable Delays: Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God and natural disasters, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, server malfunction or casualties.

c.      Modifications: SASI reserves the right to change any conditions of this contract at any time. Advertiser is responsible for complying with any changes to the SASI Advertiser Agreement within 10 business days from the date of change. Any modification of any provision of this Agreement shall be effective only if in writing and acknowledged by the parties, including without limitation, by means of electronic agreement.

d.      Assignment: Advertiser may not assign this Agreement, in whole or in part, without written consent from SASI. Any attempt to assign this Agreement without such consent will be null and void.

e.      Governing Law: This Agreement will be governed by and construed in accordance with the laws in force in the State of Maryland Further, The Advertiser affirms that they are in good standing with the Maryland State Bar.

f.       Ability to Enter into Agreement: By executing this Agreement, Advertiser warrants that Advertiser (or an authorized representative of Advertiser) is at least 18 years of age and has all legal capacity and authority to enter into this binding Agreement on behalf of Advertiser.