SPOTTT PROGRAM TERMS AND CONDITIONS

Your status as a website participant (“Participant”) in the Spottt Program (“Program”) is governed by the following Terms and Conditions:

1. Participant agrees to the following requirements of the Program:
   1. Spottt banner placement must be above the fold, at least 850 pixels.
   2. Participant shall not alter, modify or remove Spottt branding.
   3. Participant shall not place more than one Program placement on a page.
   4. Participant shall not modify the HTML that Spottt provides for the Spottt banner .
2. Participant understands and agrees, as consideration for participating in the Program, Spottts reserves the following rights:
   1. Spottt reserves in its own discretion to deny working with Participant for any or no reason whatsoever without notice and without recourse.
   2. Spottt reserves the right to place Participant banners in its sole discretion on its website or other Participant websites.
   3. Spottt reserves the right to place paid banners on Spottt’s affiliated sites, its own sites or Participant sites.
3. Spottt reserves the right to modify, amend or terminate, the Program at any time, including but not limited to changing the requirements of participation in the Program.
4. Participant (whether a publisher, advertiser or otherwise) warrants, represents and agrees that it shall not submit, contribute, or make available through the Program, or use the Program in connection with, any content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. As a publisher, Participant shall not, and shall not authorize or encourage any third party to (i) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; (ii) 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; and/or (iii) display any advertisements on any error page, registration or "thank you" page (for example, a page that thanks a user after he/she has registered with the applicable website). Spottt reserves the right to terminate Participant's right to participate in the Program or 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 Spottt is concerned that Participant may have breached the terms of this paragraph or the Agreement), or for no reason at all.
5. No press or marketing. Participant shall not use Spottt’s logo or trademark except as explicitly described in this Agreement and on the Program website.
6. This Agreement is void where prohibited by law, and the right to use the Program and access the Spottt site is automatically revoked in such jurisdictions. As a condition to using the Services, Participant may be required to register with Spottt and select a password and Participant name ("Spottt User ID"). Participant shall provide Spottt with accurate, complete, and updated registration information. Participant may not (i) select or use as an Spottt User ID a name of another person with the intent to impersonate that person; (ii) use as an Spottt User ID a name subject to any rights of a person other than Participant without appropriate legal authorization; (iii) register for the Program using more than one Spottt User ID. Spottt reserves the right to refuse registration of, or cancel an Spottt User ID in its sole discretion. Participant shall be responsible for maintaining the confidentiality of Participant's Spottt password.
7. NO WARRANTY. ADBRITE MAKES NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION, ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING NONINFRINGEMENT.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL ADBRITE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTIAL, OR PUNITIVE DAMAGES, INCLUDING LITHOUT LIMITATION, LOST BUSINESS, LOST PROFITS, COVER, REVENUE, GOODWILL, OR OTHER RELATED DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, TORT OR OTHERWISE, EVEN IF ADBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADBRITE'S AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID TO PARTICIPANT FOR THE SERVICES THAT CAUSED THE DAMAGES.
9. Participant shall indemnify, defend and hold Spottt, its parent, subsidiaries, Participants, and its/their officers, directors, employees, agents, representatives, and customers, harmless (including court costs and reasonable attorneys' fees), from any and all claims or demands made by any third party due to or arising out, by way of example and not of limitation, of Participant's access to the adBrite website, use of the Program, the violation of this Agreement by Participant, or the infringement by Participant of any intellectual property or other rights of any person or entity. This section 9 shall survive any expiration or termination of this Agreement.
10. Participant represents and warrants that (i) Participant is the owner of each website Participant designates in connection with the use of the Program or that Participant is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Participant has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Participant hereunder. Participant further represents and warrants that each of Participant's websites and any material displayed therein: (a) comply with all applicable US, and foreign, if 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.
11. Participant and Spottt are both independent contractors and neither party shall be, nor represents itself to be, the agent, representative or partner of the other party for any purpose whatsoever. No agency, partnership, joint venture, or employment is created as a result of this Agreement.
12. Except for a breach of confidentiality, prior to either party commencing any legal action under this Agreement, the parties agree to try, in good faith, to settle the dispute amicably between them. If after 30 days, the dispute has not been settled to the satisfaction of both parties, then the parties agree to engage a third party mediator (i.e. Alternative Dispute Resolution) to help settle the matter. The mediation will be held at a location convenient to both parties and each party will be responsible for their own costs and expenses, except that the costs of the mediation will be shared equally between the parties. This section 12 shall survive any expiration or termination of this Agreement.
13. This Agreement is the complete and exclusive statement of the understandings of the parties relating to the subject matter of this Agreement, and supersedes and cancels all previous written and oral agreements, communications and other understandings. All modifications to this Agreement or any addendums(s), or exhibits, must be in writing and signed by both parties. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further or future rights hereunder. Spottt shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause or causes beyond Spottt's control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Participant except with Spottt's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to its conflict of laws provisions. Both parties hereto consent to the sole and exclusive jurisdiction and venue of the courts of the County of San Francisco, in the State of California.