This Promero Direct Advertiser Service Agreement (hereinafter the "Agreement") is made by and agreed to between Promero, Inc. ("Promero"), and you ("You" or “Advertiser”). As an application service provider, PROMERO facilitates "Affiliate Marketing Programs" through provision of services ("SERVICE") via the Internet as well as traditional media. An "Affiliate Marketing Program" (or "Program") is where a person, entity, publisher or its agent operating one or more "Web site(s)" (domain or portion of a domain within the Internet) and/or subscription e-mail list(s) ("Publisher") and or contact center may earn financial compensation ("Payouts") for "Transactions" (sales and/or "Leads") made from such Publisher's Web site, Contact Center or subscription e-mails through a click made by a "Visitor" (generally any person or entity that is not the Publisher or the Publisher's agent) on an Internet connection ("Link") to a Web site or Web site content operated by another person or entity. The Advertiser compensates the Publisher, in accordance with this Agreement and the Program specifications.

1 Relationship. In the context of Your Program, You are referred to herein as an Advertiser. You agree not to:
(a) mislead others;
(b) operate or utilize a Web site or e-mail Link to Web sites that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking, or the offer any illegal good or service, or Link to a Web site(s) that does so;
(c) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or otherwise failing to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other laws regulating commercial email (including, but not limited to, laws of foreign jurisdictions); and/or
(d) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your Web Site or offering any illegal good or service through Your Web Site.
If You engage in any of the foregoing, You shall be subject to termination and/or deactivation as set forth in Section 6.2 and referral by PROMERO to the appropriate law enforcement agencies. PROMERO may not review all content on Your Web site. You shall remain solely responsible for Your Web site content. PROMERO is, under no circumstances, responsible for the practices of any Publisher or Advertiser or such Publisher or Advertiser's Web site(s), and/or the content of Publishers' subscription e-mails and/or the content that an Advertiser makes available through the SERVICE.

2.1 Your PROMERO Publishers. Upon Your "Live Activation Date" (as defined in Section 6.1), Publishers may apply to Your Program for the opportunity to earn Payouts if results are produced through promoting Your "Campaigns" (pay-per-Transaction promotions). Upon approval by You for acceptance to Your Program, such a Publisher ("Your Publisher") may post Links to Your Web site or Web site content that You provide to the SERVICE in accordance with this Agreement.

2.2 Publishers Use of Links. Each of Your Publishers may place or remove Links from its Web sites and/or subscription e-mail messages to Your Web site at such Publisher's discretion. Your Publishers may not place Links to Your Web site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources. Your Publishers must place Links to Your Web site such that it is unlikely that they will mislead the Visitor, and such that it is reasonably likely that they will deliver bona fide Transactions by the Visitor to You from the Link.

Your Publishers shall not cause or enable any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links that they place to You. Your Publishers shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties ("Sub-Publishers") to place Links to Your Web site or Web site content on the Sub-Publisher's Web site or in its e-mails, unless permitted by Your Program or such Publisher receives Your prior written permission.

The details of Your Program and any Campaigns shall be contained within Your "Information Page" that PROMERO hosts and is Linked to through the SERVICE. You must provide PROMERO with a copy of Your Information Page content prior to activating Your Program through the SERVICE for Promero’s review for consistency with this Agreement and the Publisher Service Agreement. If You wish to revise Your Information Page, You must submit a copy of the revised Information Page content to PROMERO for review for consistency with this Agreement and the Publisher Service Agreement, and provide Your Publishers and PROMERO with at least 7 days written notice of the revised Information Page content which would then enter into effect upon the later of the 8th day or date specified in the notice. Through Your Information Page You may prohibit Your Publishers from receiving compensation for a Payout attributable to Transactions made directly by such Publisher or its agent using its own Links. You may permit Publishers to serve Your ad content and/or modify Your Links (including but not limited to the images contained therein). For "Lead" Campaigns, the Advertiser is compensating a Publisher when a Visitor has completed an action that is defined by the Advertiser, such as completing a form or other mechanism to identify potential customers. You shall establish Lead parameters on Your Information Page, including details regarding any disqualifying Leads or Lead form content (such as multiple Lead submissions), and the components included within an individual sale Transaction that result in a Payout. Notwithstanding the preceding, nothing contained on Your Information Page may conflict with the terms and conditions contained in this Agreement and the Publisher Service Agreement and any such conflicting terms and conditions shall be void. PROMERO shall not be obligated to enforce or honor any such conflicting terms and conditions.

2.3 Terminating Publishers from Your Program/Campaign. After You have approved a Publisher's application to Your Program, You may terminate that Publisher, one of its Sub-Publishers, or one of that Publisher's (or Sub-Publisher's) Web sites or subscription e-mail lists from Your Program or a Campaign upon 7 days written notice with effect from the 8th day from such notice ("Publisher Termination for Convenience"). You may terminate a Publisher with less than 7 days written notice if You are terminating the Publisher/Sub-Publisher upon notification for any of the following material breaches ("Publisher Termination for Material Breach"):

(a) operation of an illegal business through its Web site and/or subscription e-mail list;
(b) engaging in any illegal activity of any type, including but not limited to displaying illegal content on its Web Site and/or in its subscription e-mails or offering any illegal good or service through its Web Site and/or subscription e-mails;
(c) operation of a Web site or e-mail Link to Web sites that contain or promote, any of the following content: misleading, abusive, violent, bigoted, hate-oriented;
(d) engaging in indiscriminate or unsolicited commercial advertising e-mails or otherwise failing to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other laws regulating commercial email (including, but not limited to, laws of foreign jurisdictions);
(e) placing Links to a Your Web site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources;
(f) causing or enabling any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, I frames, hidden frames, JavaScript popup windows and redirects;
(g) establishing or causing to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties to place Links to a Your Web site or Web site content on such party's Web site or in its e-mails, without Your prior written permission;
(h) breach of the licensing provisions of its Publisher Service Agreement;
(i) breach of any other intellectual property right provision of the Publisher Service Agreement or other of Your common law intellectual property rights; and/or
(j) diluting, blurring or tarnishing the value of Your trademarks, trade names, and/or service marks.

In order to terminate a Publisher, Sub-Publisher or one of a Publishers web sites and/or subscription from Your Program, You must notify PROMERO in writing or by email. PROMERO shall process termination requests received during normal business hours within 24 hours and those received out of normal business operating hours shall be processed within 24 hours of the next business day (excluding holidays, see Section 3.2(vii) below regarding operating hours). Requests made pursuant to the preceding sentence shall be processed in accordance with the procedures noted above for Publisher Termination for Material Breach.

PROMERO may terminate a Publisher from an Advertiser's Program or Campaign in PROMERO's sole discretion.

(1) 3.1 SERVICE Fees. Services apply. Contact your Promero sales representative for details.

3.2 PROMERO Services. The code provided by PROMERO that You are required to integrate into and maintain within Your Links enables the tracking of critical information regarding sales and Leads that result directly from Links placed by Your Publishers through the SERVICE. You and Your Publishers shall be able to produce informational reports through the SERVICE concerning sales and Leads debited to Your Account. In addition to tracking services and reporting capability, PROMERO shall provide to You the following PROMERO support services:

i. a single, initial promotion of Your Program in the first PROMERO Publisher Newsletter that is published following Your Live Activation Date;
ii. placement of Your Program in 1 category of the SERVICE Program Directory;
iii. promotion of Your Program within the www.ilmexchange.com New Programs Section for a period of not less than 1 week and not more than 30 days;
iv. up to 1 hour of technical integration and set-up telephone support (one time only, not on a per month basis);
v. payment of Payouts to Your Publishers upon receipt from You of funds for such Payouts;
vi. US tax form processing and mailing to Your Publishers (Form 1099 or similar);
vii. access for both You and Your Publishers to on-line support service from Promero’s client services help desk (via the "help" button within the party's SERVICE Account), and phone support is provided during the normal business operating hours of 8am-5pm, excepting national and PROMERO recognized holidays (local time and local holidays are applicable at all of Promero’s business offices); and
viii. ad serving for all commercially standard Links for product images, banners, buttons and text Links (with no reduction in fees if PROMERO does not serve Your Links).

3.3 Ad Serving; Tracking Code Maintenance. In order for PROMERO to record the tracking of Visitors' Transactions resulting from clicks on Links to Your Web site and/or Web site content through pixel image tracking, PROMERO code must be included in and maintained within the Links: “Click Tracking Code”, "Impression Tracking Code" and "Transaction Tracking Code" (in the aggregate referred to herein as “Tracking Code”). Your Links and all advertisements ("Ad Content") contained in Your Links must be in a SERVICE compatible format; as such format may be established by PROMERO from time to time. You, Your Publishers or an agent of Yours may serve standard Ad Content. If You have any non-standard Ad Content or format, these must be served by You, Your Publishers or a PROMERO authorized provider (please contact PROMERO client services for verification and authority).

You are required to provide PROMERO with accurate, verifiable reporting on the number and amount of Visitor Transactions, or PROMERO shall determine (where possible) actual Payouts based on Promero’s online tracking software that should be credited to Your Publishers Account, and alternatively apply an estimated amount of Payouts (as follows), during any period where Visitors are referred to You by Publishers but not tracking of those Visitors through the Tracking Code is impaired, where: (a) You or Your agent serve Your Ad Content, and/or (b) due to Your negligent or intentional act or omission during such non-functioning period. If under the preceding circumstances You are unable or You fail to provide PROMERO with actual Transaction information, PROMERO shall calculate Payouts, and debit Your Account for such Payouts ("Estimated Payouts") based upon Your average "Earnings Per One Hundred Clicks" ("EPC") plus Transaction Fees and an additional service fee payable to PROMERO equal to 15% times the Estimated Payouts. "EPC" is calculated by taking the total aggregate Payouts of Your Publishers during the most recent 30 consecutive day period ("30 Day Period") divided by the number of Clicks generated on Links to Your Web site through the SERVICE divided by 100. If there is not enough data for a 30 Day Period, PROMERO shall calculate Estimated Payouts based upon an average EPC across the SERVICE for all Advertisers for the previous calendar month. Estimated Payouts will be applied to Publishers’ accounts based on a historical performance of the Publisher.

PROMERO may deactivate Your Account for failure by You to remedy within 7 days of written notification by PROMERO the improper functioning of Links to Your Web site and/or Web site content, due to Ad Content serving problems where serving is the responsibility of You or Your agent or Tracking Code problems attributable to You or Your agent. PROMERO may terminate this Agreement if Your Account is not reinstated due to Your refusal to cure the improper functioning of Links to Your Web site and/or Web site content.

3.4 Payouts/Payout Rates. All payouts and tracking are based on Promero’s online tracking records as described in paragraph 3.3. You shall establish through the SERVICE a Payout rate for a qualifying Transaction for each of Your Campaigns. Your Account will be debited with each Payout and corresponding Transaction Fee in accordance with Your Campaign Payout rate for the relevant Campaign for each such Visitor action directly resulting from each of Your Publisher's Web sites or within a subscription e-mail Linking to Your Web site.

You may discontinue Campaigns or Programs, or modify any Payout rate upon 7 days written notice with effect from the 8th day from such notice. PROMERO will send Your Publishers a notice regarding each change in Your Payout rate(s) or Campaign or Program discontinuation. If You have established custom Payout rates or other such arrangements, You are responsible for notifying Your Publishers of such changes.

3.5 Payment. Whenever Your Account balance is less than the Minimum Balance Amount, You must immediately remit a payment to PROMERO in an amount at least equal to any negative balance and an amount sufficient to restore Your Minimum Balance Amount. Your positive Account balance shall be applied towards Transaction Fees in the first instance and payment on Your behalf by PROMERO to Your Publishers of Payouts. PROMERO is under no obligation to make payment to Your Publishers of Payouts where there are insufficient funds in Your Account at the time that payment to all of Your Publishers is due. Your Publishers shall have a claim against You directly for non-payment of earned but unpaid Payouts that are unpaid because You have failed to make payment to PROMERO. You may make payments hereunder via check, wire transfer, or certain credit cards over the Web or by phone. When payment is made by check, Your Account will not reflect payment until the check has cleared and cash has been transferred to Promero’s bank account. You and PROMERO may by mutual agreement establish direct deduction from Your bank account via "ACH" (Automated Clearing House) for payments hereunder. Your Account will not accrue interest. If Your Account has a negative balance for any period of 45 days or more, Your Account is subject to 1.5% interest per month, compounded monthly. Your Account aggregates Your earnings (if any) as a Publisher. PROMERO may apply amounts earned by You, even in a separate account and whether as a Publisher or partner (if applicable), towards amounts owed by You as an Advertiser. Your Account may be deactivated without notice for non-payment. The number or amount of Transactions and clicks, credits for Payouts, and the charges for "Chargebacks" (as defined in Section 3.6), as calculated by PROMERO shall be final and binding on You.

You may elect to make payment in any of the currencies that PROMERO supports (as may be amended from time to time). You may also elect to establish Payout rates in any supported currency. Your Account balance shall appear in US Dollars unless another supported currency is elected by You. Balances appearing in a supported currency and paid (either by You to PROMERO or by PROMERO to Publishers) in that currency are not converted. Balances and Payouts appearing in a supported currency and paid by You in a different currency are subject to conversion. The conversion rate shall be determined in accordance with PROMERO's and PROMERO's vendor's operating standards using the rates prevailing upon the date that payment is made to Your Publisher(s), or upon the basis of historical conversion rates if rates are unavailable at such time.

Any questions (including disputes) regarding Payouts and/or payment should be directed to PROMERO client services.

3.6 Chargebacks. Transactions appear in the following statuses: New, Locked, Extended, Accepted, or Corrected. “New” means that the Transaction has yet to be reviewed and confirmed by You as approved for payment. “Locked” means that the Transaction has been approved by You for payment of the Payout and Transaction Fees, either through affirmative action or deemed approved if not extended or corrected prior to the 10th of the month (for a Transaction that occurred in the prior month). “Extended” means that You have deferred acceptance or correction of the Transaction for one payment cycle. “Accepted” means that You have approved the Transaction for payment of the Payout and Transaction Fees. Once designated as Accepted, the Transaction’s status cannot be changed any other status (including Corrected). “Corrected” means that You have reviewed the Transaction and that You represent and warrant that the Transaction qualifies as a “Chargeback”. A “Chargeback” means that the Transaction is not eligible for a Payout due to: product return; duplicate entry or other clear error; non-bona fide Transaction; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the Visitor by You. New, Extended and Corrected Transactions must be processed by You through the Account manager user interface by the 10th of the month for Transactions that occurred the prior month. Failure to process a Transaction’s status by the 10th of the month results in the status of that New Transaction being converted to a Locked Transaction and payment of the Payout and Transaction Fees associated with that Transaction deemed to be authorized by You. New Transaction statuses may be changed to Extended status by You only in circumstances where You are verifying a Lead (for Lead Campaigns) or You have a product return policy or offer to the Visitor that allows the Visitor to return the product during the “Chargeback Period” (but not beyond). “Chargeback Period” means the period of time between the date that a sale occurred (for sale Campaigns) or that the Lead was completed (for Lead Campaigns) and the 10th of the following month, unless the Transaction is Extended, in which case the Chargeback Period is extended through the 10th of the second month after the date of the Transaction.

4.1 Proprietary Rights and Licenses. You grant to PROMERO a revocable, non-transferable, royalty free, international license to display on and distribute from Promero’s Web site Links to Your Web site for Your Program(s), and all trademarks, service marks, trade names, and/or copyrighted material ("Content") that You provide to PROMERO through the SERVICE for the limited purposes of promoting Your Program to Publishers and potential Publishers, subject to the terms and conditions of this Agreement and the Publisher's Publisher Service Agreement. The rights to display and Link to Your Web site are sub-licensable by PROMERO to Your Publishers. Your Publishers may not distribute and/or sublicense Your Links (and/or Content) unless authorized through Your Information Page or by Your written permission.

PROMERO and the sub-licensees shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or Content that You have made available through the SERVICE pursuant to the foregoing license, except, with respect to PROMERO, as necessary to conform Your Links to a PROMERO compatible format. PROMERO and the sub-licensees may not remove or alter any copyright or trademark notices. If a Publisher's sublicense is sub-licensable, such Publisher's sub-licensee is subject to the preceding conditions.

PROMERO grants to You a revocable, non-transferable, royalty free, international sub-license to display on Your Web site Your Publishers' Content that is provided to You through the SERVICE, subject to the terms and conditions of this Agreement and each of Your Publisher's Publisher Service Agreement. You may not distribute and/or sublicense any of Your Publishers Content unless authorized by each Publisher's written permission. You shall not copy nor modify, in any way, any Content made available to You pursuant to the foregoing license, nor remove or alter any copyright or trademark notices. You agree that Your use of any PROMERO Web site (such as www.PROMERO.com), and Your use of any PROMERO logos, trademarks or Links is subject to the license and terms of use that are available from such Web site ("Terms of Use"). Each party may make statements that it is doing business with the other and use the other's logo with such statements.

4.2 No Challenge to Intellectual Property. PROMERO acknowledges that it obtains no proprietary rights in Your Content, and agrees not to challenge Your proprietary rights to the Content during the term of this Agreement. You acknowledge that You obtain no proprietary rights in Promero’s Content, patents, and patent applications, and agree not to challenge Promero’s proprietary rights in Promero’s patents and patent applications, and, with respect to the Content during the term of this Agreement.

You acknowledge that You obtain no proprietary rights in each of Your Publishers' Content, and agree not to challenge such Publisher's proprietary rights to the Content until You have terminated the Publisher from Your Program or the Publisher has withdrawn from Your Program by removing all Links provided by You through the SERVICE.

The licensees/sub-licensees agree that all goodwill arising as a result of the licensor's Intellectual Property shall inure to the benefit of the licensor, and that all non-licensed /or sublicense proprietary rights in the Intellectual Property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks or domain names that are confusingly similar to, or in combination with any of licensor's trade names, trademarks, service marks and/or domain names.

4.3 Terminating Licenses. You may terminate any sublicense and/or license under this Agreement immediately upon written notice to the sublicensee/licensee if You have reasonable concerns that the sublicensee/licensee is diluting, tarnishing or blurring the value of Your trademarks, service marks, and/or tradenames, and/or breach of Your other intellectual property rights. This Agreement may be terminated in whole or part if PROMERO has reasonable concerns that You are diluting, tarnishing or blurring the value of PROMERO's trademarks, service marks, and/or tradenames, and/or for breach of Promero’s other intellectual property rights.

5.1 Privacy and Confidentiality. You or PROMERO may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.

The information that You supply to establish and maintain Your Account shall be Your Confidential Information, and You agree that PROMERO may provide Your e-mail address(es) and basic Advertiser Account detail (including but not limited to Web site name, date Web site first entered into operation, and visitor demographics) to Publishers. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through PROMERO's grossly negligent or willful conduct or omission). You shall provide PROMERO with prompt notification to PROMERO client services help desk (via the "help" button within the party's SERVICE Account), and through written notification to PROMERO as provided in Section 6.1 below, of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

PROMERO's Privacy Policy that is accessible from the home page of http://www.Promerodirect.com and may be amended from time to time by way of republication, is incorporated into this Agreement.

5.2 Collection and Use of Transaction Data. PROMERO does not collect information about Your Visitors' Transactions, other than what it receives through the installed tracking code. PROMERO reserves the right to be able to utilize this data, which may include information about Your performance statistics, to analyze SERVICE trends, monitor SERVICE efficiencies, maintain the integrity of the tracking code, promote SERVICE capabilities and efficiencies, and promote Your Program capabilities and efficiencies to Publishers. PROMERO may also disclose data regarding a Visitors' Transactions to the Publisher that referred the Visitor to You for the performance of this Agreement and the Publisher's Publisher Service Agreement, and for the Publisher's use for rewards programs that the Visitor is a member of (on the condition that the Visitor has authorized release of such information to the Publisher).

5.3 Collection and Confidentiality of Visitors' Personal Data. PROMERO promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to Your Web site that result directly from Links on Your Publishers' Web sites and subscription e-mail mailings, without the Visitor's express permission (which may be through membership to a Publisher's subscription e-mail or Web site program), to the extent PROMERO collects any such information, including, but not limited to, the Visitor's name, e-mail address, phone number, or any other personal information.

6.1 Term and Notices. This Agreement shall commence upon Your indication that You have accepted this Agreement, subject to Section 6.2, shall be in effect per Program through one year (“Term”) following the date (known as the "Live Activation Date") for such Program in which You (i) have properly installed the PROMERO tracking code within Your Links, (ii) such Links to Your Web site or Web site content are accessible to Your Publishers, and (iii) have made payment to PROMERO of the Initial Payment on a per Program basis. In order to complete Your registration, You will be required to execute the Agreement and forward the Agreement in writing via overnight mail (or international express mail by an internationally recognized courier) or facsimile: (a) to Promero, Inc 1100 Park Central Boulevard, South, Suite 2500, Pompano Beach, FL 33064, USA, and/or via facsimile to (954) 935-8814, and, (b) for You, at the address and facsimile number listed on Your Account. Notices shall be effective the earlier of the notified party's actual receipt (or refusal to accept to receipt), or five (5) days after the date of mailing.

6.2 Temporary Deactivation and Termination. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice from the non-breaching party of the existence and nature of the breach. Notwithstanding the preceding, PROMERO may terminate this Agreement immediately upon notice for Your breach of Section 1(d). After the initial Term of a Program, this Agreement shall automatically renew per Program for additional one year Terms although either party may terminate this Agreement with respect to a Program without cause (a) during a renewal Term for a Program, upon 90 days prior written notice to the other party, or (b) notice of non-renewal 30 days prior to the end of a Term for a Program. Either party may terminate this Agreement in its entirety immediately if PROMERO changes, modifies or amends this Agreement, in whole or in part, pursuant to Section 10.6 and You do not agree with any such change, modification or amendment. Notwithstanding the foregoing, PROMERO may: (i) immediately deactivate Your Account(s) if You breach Sections 1, 3.4, 3.5, 4 and 7, (ii) deactivate Your Account(s) upon 7 days' notice if You breach Section 3.3 as set forth therein, and (iii) deactivate Your Account(s) for any other breach of this Agreement upon Your failure to cure such breach within 7 days of receipt of written notice from PROMERO of the existence and nature of the breach. If this Agreement is terminated for Your breach, You shall not be eligible to enter into a new click-on Advertiser service agreement with PROMERO, and any attempt to do so shall be null and void.

Upon termination of this Agreement, an outstanding debit balance shall be due and owing from You to PROMERO and in no event shall outstanding payments be made to Publishers unless and until payment is received from You by PROMERO. Upon reconciliation of the Account, an outstanding credit balance shall be paid by PROMERO to You after the conclusion of the last Chargeback Period. Upon termination of this Agreement, any license or sublicense granted to You or by You under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all Links to PROMERO to be removed. PROMERO shall (a) inform Your Publishers that Your Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of deactivation), (b) stop distributing Links to Your Web site, and (c) request (or suggest, in circumstances of deactivation) that all Links placed by Your Publishers to Your Web site be removed from such Publishers' Web sites and/or subscription e-mail.

No remedy or election shall be exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

6.3 Survival. The provisions of this Section and Sections 1, 3.5, 3.6, 5, 6.1, 6.2, 8.3, 8.4, 9, 10.3, 10.5, and 10.6 shall survive the termination of this Agreement.

7 Third Party Disputes. Should any third party or a Publisher that is not a member of Your Program dispute a party's right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party's Web site, a party may, immediately upon notice, terminate this Agreement or, in the case of PROMERO, deactivate Your Account. A party's representations regarding the preceding may or may not be relied upon in the other party's decision whether to terminate this Agreement, or, in PROMERO's case, deactivate You.

8.1 Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other or Your Publishers liable for any of the consequences of such interruptions.

8.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with all applicable state, federal, and local laws (including but not limited to international laws) in any jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge the licenses, and in the case of PROMERO, the technology that PROMERO utilizes for the Service, do(es) not infringe a third party's (or the other party's) intellectual property rights.

8.3 Limitation of Liabilities. WITH THE EXCEPTION OF ADVERTISER’S INDEMNIFICATION OBLIGATIONS, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID AND PAYABLE TO YOUR PUBLISHERS (IN THE AGGREGATE) BY PROMERO, ALL FEES PAID AND PAYABLE BY YOU TO PROMERO, AND INTEREST PAID AND PAYABLE BY YOU TO PROMERO DURING THE TERM OF THIS AGREEMENT. WITH THE EXCEPTION OF ADVERTISER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A PUBLISHER OR ADVERTISER OF THE SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

8.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.

8.5 Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 8 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

9 Indemnification. Each party ("Indemnitor") shall defend, indemnify and hold the other party ("Indemnitee") harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) attributable to or related to the indemnitor's breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in the defense of such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Participation in the defense shall not waive or reduce any obligations of the Indemnitor to indemnify or hold Indemnitee harmless.

10.1 Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

10.2 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. Certain provisions of this Agreement are intended to benefit each Publisher that You have approved for membership in Your Program, and reciprocally, You are intended to benefit under each such Publisher's Publisher Service Agreement. You agree that Your rights under a Publisher's Publisher Service Agreement do not exceed the Publisher's duties, as Your rights are limited by any defenses, claims and rights a Publisher may have. You agree that Your consent is not necessary to modify any Publisher Service Agreement.

10.3 Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of Florida (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in Broward County, Florida and, to the extent that federal courts have exclusive jurisdiction, in Broward County, Florida. You consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. PROMERO controls and operates its Web site from its offices in the U.S.A. and access or use where illegal is prohibited.

10.4 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

10.5 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

10.6. NON-CIRCUMVENT. The Principal Parties shall respect the integrity and tangible value of the contact/compensation structure and shall not in any manner whatsoever, either at the present time, or at any future time, attempt to circumvent the validity and integrity of the contact process, as initially defined, and as initially acted upon, in any of the transactions either entered into, or which the respective Parties are desirous of entering into. In the course on any attempted transactional process, any contracts introduced by one Party to the other shall be considered the property of the introducing Party.

The initial contact process shall be respected and honored by all Parties at all times, unless otherwise mutually agreed, and no attempt or hint of Circumvention will be permitted by either Party, or its agents, employees, assignees, guarantors, or any third Party. Each of the parties accepts and understand that any overt or convert action of circumvention of the respected process shall constitute a serious damage of trust, and of legality, and will subject the trespasser to judicial action, recompense and possible damages.

10.7 Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, consent of the other party shall not be required for assignment or transfer made by (a) operation of law, or (b) to an entity that requires substantially all of the party's stock, assets or business. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, PROMERO shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part (including without limitation the fees, charges and monthly minimums payable hereunder), by notifying You of such Change, by email, at least fourteen (14) days prior to the Effective Date of such Change; provided, however, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in event that You do not agree to such Change. Your use of the SERVICE is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. PROMERO may establish from time to time rules and regulations regarding use of the SERVICE as published on the SERVICE and such rules and regulations are incorporated herein.