ScratchBack Terms and Conditions

We provide online advertising sales and display services for publishers of websites and blogs (the "Service"). We provide "Advertiser(s)" the ability to order advertisements ("Scratchback TopSpots") via the Service into a javascript "widget". That is then displayed on designated web site(s) managed by publishers. The Service runs on software developed and hosted by JFK Services, LLC ("ScratchBack"), its subsidiaries and third party contractors ("Application Provider").

By using the Service and becoming a member of our network of publishers (a “Publisher”), YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.

1. CHANGES TO TERMS AND CONDITIONS. Application Provider reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Service, at any time and in its sole and absolute discretion. You are responsible for reviewing any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THE SERVICE FOLLOWING APPLICATION PROVIDER'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2. RELATIONSHIP OF THE PARTIES. Your relationship to Application Provider is one of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or your use of the Service. For the mutual protection of Publishers and Application Provider, your relationship with Advertisers is governed by the Terms and Condition for TopSpot(s) Advertisers. This Agreement constitutes your entire agreement with Advertisers. Application Provider reserves the right to change the Agreement, in its sole and absolute discretion, with or without any notice to you. You hereby acknowledge and agree that your continued use of the Service following Application Provider’s posting of any changes to that Agreement will constitute your acceptance of such changes or modifications.

3. PUBLISHER OBLIGATIONS
3.1 You are solely responsible for the wording, customization and accuracy of your TopSpot and for all materials that appear in your TopSpot including, but not limited to: (a) the creation of TopSpot descriptions and logos; (b) the placement of TopSpot Javascript into the relevant Internet web site(s); (c) the acceptance and/or rejection of advertisements submitted into your TopSpot; (d) accuracy and appropriateness of materials you post on the TopSpot; (e) ensuring that advertisements or User comments accepted to your TopSpot do not violate or infringe upon the rights of any third party; are not defamatory, obscene, threatening, abusive or hateful and (f) ensuring that materials posted in your TopSpot are not libelous or otherwise illegal.

3.2 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Application Provider‘s servers. You agree not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. You agree not to impede or interfere with others' use of the Service. You further agree not to alter or tamper with any information or materials on or associated with the Service.

3.3 You are responsible for all usage or activity on your TopSpot account, including use of the account by any third party authorized by you to use your user name and password. You are advised to maintain the confidentiality of your Service password. You are responsible for ensuring that you exit from your account at the end of each session. You are responsible for the usage of your TopSpot on your web site or on any other web site. You bear sole responsibility to regulate the use of your TopSpot by other users of the World Wide Web or site publishers.

4. INTELLECTUAL PROPERTY
4.1 All TopSpot(s) uploaded to the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser’s sole and exclusive property.

4.2 All content uploaded to the Service by you (“Publisher TopSpot(s) Information”) including, without limitation, all intellectual property rights in the same, shall remain your sole and exclusive property.

4.3 All software, equipment, data, information and materials, developed or provided by Application Provider or its suppliers under this Agreement or used by Application Provider to provide the Service including all intellectual property rights in the same shall remain the sole and exclusive property of Application Provider or its suppliers. In no event may you copy, reverse engineer, decompile, translate or otherwise use or duplicate the Application Provider software or Service, without the express written consent of Application Provider.

4.4 By publishing Publisher TopSpot(s) Information in the TopSpot, you represent and warrant that you are the owner of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein. Publisher hereby grants Application Provider and its designees the right to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Service under this Agreement. Publisher also permits any User to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the Web Site retains any and all rights that may exist in such content.

4.5 You acknowledge and agree that Application Provider may preserve Publisher TopSpot(s) Information or TopSpot(s) and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any such Publisher TopSpot(s) Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Application Provider, its Advertisers, Users and the public.

4.6 In the event that Application Provider, the bulk of its assets or one or more of its sites is acquired by another company, Publisher TopSpot(s) Information submitted via the Service may be among the transferred assets.

5. FEEDBACK ON SERVICE. While Application Provider appreciates your feedback on the Service, you are asked to be specific and not to submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the Submission ), the Submission shall be the property of Application Provider. None of the Submission shall be subject to any obligation of confidence on Application Provider's part and it shall not be liable for any use or disclosure of any Submission. Application Provider shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission. You grant to Application Provider your rights to any Submissions submitted by an Advertiser or User.

6. NO WARRANTY. YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS", AND APPLICATION PROVIDER, ITS OFFICERS, DIRECTORS, AGENTS, ADVISORS AND AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE. APPLICATION PROVIDER, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SERVICE.

7. INDEMNIFICATION. The Service is a venue for Publishers and Advertisers to organize, complete and fulfill advertising transactions. You hereby acknowledge and agree that Application Provider is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for either for any purpose. You shall indemnify Application Provider in respect of all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of your obligations under this Agreement.

8. LIMITATION OF LIABILITY. APPLICATION PROVIDER, ITS OFFICERS, DIRECTSORS, AGENTS, ADVISORS, AFFILIATES AND THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF SERVICES HEREUNDER, THE SALE OR PRUCHASE OF ANY GOODS OR MERCHANDISE, YOUR ACCESS TO OR INABILITY TO ACCESS THE SERVICE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, YOUR USE OF OR RELIANCE ON THE SERVICE OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

9. DISCLAIMER. Application Provider is not responsible for the content of TopSpots. Application Provider does not review TopSpot(s), User comments or Publisher TopSpot(s) Information before they are posted, and does not verify, endorse or otherwise take responsibility for the contents of any TopSpots. However, Application Provider reserves the right to remove from its servers any TopSpot which it determines to be in violation of its rules and guidelines.

10. CONDITIONS FOR USAGE
10. 1 You shall provide Application Provider with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement. Application Provider reserves the right to refuse any application at its sole discretion.

10.2 You must be above the age of 13 to use the Service as a Publisher.

10.3 You may not select or use a user name or TopSpot name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights of any person other than you without written authorization, nor use a user name that Application Provider, in its sole discretion, deems offensive.

10.4 No TopSpot may be posted multiple times on the same web page. Only one TopSpot can appear on a single web page at any given time.

10.5 You cannot NOT have fun using a TopSpot. :)

10.6 You agree to have a good time. :)

10.7 You agree that Application Provider is your exclusive provider of advertisements posted on your TopSpot.

10.8 You are solely responsible for renaming and reclassifying the TopSpot via the appropriate Application Provider forms if the focus of the web site on which the TopSpot is displayed changes.

10.9 If a TopSpot is set up to run on more than one web site, we don't care.

10.10 You will not send unsolicited e-mail ("spam") to attract Users or Advertisers to your TopSpot or any TopSpot(s).

10.11 You will be notified of each new ad submission via the email address you specified on the appropriate Application Provider form and will have the right to approve or reject each submitted ad ("pending ads"), provided, however, you acknowledge and agree that Advertiser may periodically edit its running TopSpot(s) without notification to you. If such revision is offensive or otherwise objectionable, you may provide notice to Application Provider and Application Provider will request that Advertiser return the TopSpot to its original form as submitted to you. Application Provider reserves the right to approve or reject on your behalf any pending ad after 3 days of the ad's submission by Advertiser. Advertiser may cancel pending ads. No money is refunded in any situation, regardless of the time and method of rejection or cancellation. In other words, there are no refunds, ever. If you buy a spot, you're tipping the TopSpot owner, regardless if they approve your ad or not.

10.12 You acknowledge that Application Provider may establish general practices and limits concerning use of the Service, including without limitation the maximum number of paid-for and free TopSpot(s) that can be placed into an TopSpot, the maximum disk space that will be allotted on Application Provider's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You further acknowledge that Application Provider reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

10.13 You acknowledge and agree that Application Provider may, without notice, delete your account and not pay you, regardless of due balance, if you fail to comply with any of the above usage conditions.

11. RATES AND PAYMENT
11.1 Service Provider will sell advertising space in your TopSpot to Advertisers. You are responsible for setting the advertising rates for placing TopSpot(s) into your TopSpot and Service Provider is responsible for collecting the fees charged to Advertiser. Application Provider reserves the right to determine the Service Fee it charges Publishers.

11.2 Application Provider handles payment for TopSpot(s) submitted and provides you an online summary of the activity on your TopSpot. Charges shall be calculated solely based on records maintained by Application Provider. No other measurements or statistics of any kind shall be accepted by Application Provider or have any effect under this Agreement. Unless otherwise agreed in writing, you agree that in the event Advertiser delivers payment directly to you (Paypal only) for TopSpot(s) placed in your TopSpot.

11.3 If you discontinue or suspend publication of a TopSpot into which ads have been sold, your advertisers will be mad at you.

11.4 You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security obligations, sales tax and use tax if applicable. You also agree that Application Provider is not obligated to determine whether sales or use taxes apply on any TopSpot(s) sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

11.5 Advertiser payments for TopSpot(s) occur via PayPal. Payments are limited by terms of Payment Solution Providers. Accrued credits equal to and over $25.00 shall be paid to you for the corresponding month within fifteen (15) days following the end of a calendar month, provided that payment from Advertiser has been received by Application Provider and a working, valid PayPal address is entered into the admin. If accrued credits payable to you for any calendar month are less than $25.00, Application Provider will hold those credits until the total amount due is at least $25.00. Sales credits less than $25.00 will be accrued until the end of the calendar year. Application Provider will pay out credits less than $25.00 accumulated in the previous year within sixty (60) days after the end of the calendar year. It is your sole responsibility to generate the sales necessary to reach the $25.00 minimum amount required for monthly payment. If this Agreement is terminated by Application Provider or you, Application Provider will pay you the balance of your earnings within sixty (60) days after termination of the Agreement.

11.6 Accrued credits are sent to your e-mail address via PayPal or, by special arrangement for payouts above $750, by check. You are solely responsible for opening a PayPal account and for registering the PayPal account's e-mail address and your postal address with Application Provider via the appropriate Application Provider form. As of September, 2007, in order to receive cumulative payments equal to or larger than $600 in any calendar year, Application Provider requires w9 information from you. You are solely responsible for registering your w9 details via the appropriate Application Provider form.

11.7 You are solely responsible for providing Application Provider with any changes to your PayPal id address for the purpose of submitting payments to you. Application Provider has no liability for any payment submitted to an outdated address if you have failed to supply or update your address with Application Provider. Any payment rejected for failure to supply or update PayPal id information or not claimed within the time period specified by the terms above or by the terms of the third party payment provider will be forfeited and the payment canceled. Any check not cashed within its expiry period will be forfeited and the payment is canceled. Application Provider has the right, at its sole discretion, to retain or return to Advertiser any such forfeited amounts.

12. TERMINATION
12.1 Application Provider reserves the right to terminate you and remove the TopSpot from the Internet without notice for any reason, or for no reason. If Application Provider terminates the Agreement, it will send an email to your TopSpot(s) login e-mail address. If your TopSpot(s) login e-mail is not currently valid, Application Provider may terminate this Agreement without any notice.

12.2 You may terminate this Agreement for any reason, or for no reason by removing your TopSpot from the Internet and sending an e-mail to us using the Contact Us page. Your violation of the terms of this Agreement also counts as termination.

12.3 If this Agreement is terminated by either party, you agree to reimburse all current Advertisers the pro rata share of their purchase for placement of TopSpot(s) on your TopSpot.

12.4 As of September 1, 2007, if you terminate this agreement with a notice of less than sixty (60) days you forfeit to Application Provider any accrued credits not yet paid to you for previous advertisements.

13. Miscellaneous
13.1 This Agreement shall be governed in all respects by the laws of Ohio and the parties agree to submit to the non-exclusive jurisdiction of the Ohio courts.

13.2 Official correspondence should be sent to JFK Services, LLC, 2220 Superior Viaduct, #3, Cleveland, OH 44113.

13.3 Application Provider may retain and use for its own purposes any Publisher TopSpot(s) Information. Application Provider may share aggregate (i.e., not personally identifiable) information about Publishers with advertisers, business partners, including syndication partners, sponsors, and other third parties.

13.4 This Agreement constitutes the entire agreement between you and Application Provider with respect to the subject matter hereof and there is no representations, understandings or agreements which are not fully expressed in this Agreement.

Terms for Scratchback Advertisers

YOU ACKNOWLEDGE AND AGREE THAT BY SUBMITTING YOUR TopSpot(s) TO PUBLISHER THROUGH THE SERVICE, YOU ARE CONSENTING TO AND AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES OF THE SERVICE THAT ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS BELOW.

1. CONDITIONS FOR ADVERTISING AND PAYMENT
1.1 Subject to approval by Publisher, TopSpot(s)s are available to anyone who registers all the required information and has paid for the advertising submitted ("Advertiser Content") in a manner required on the TopSpot(s) submission form.

1.2 Application Provider shall provide Advertiser with a price list for all TopSpot(s) and it shall be Advertiser's sole responsibility to determine on which TopSpot(s) to place a TopSpot(s). Advertiser shall be liable for all charges that accrue based on the price list provided to Advertiser. TopSpot(s)s are donations, not purchases, they are not refundable. Until a TopSpot(s) is invoiced or paid for the parties agree that its price may change without notice. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. Application Provider provides no tracking for advertisers.

1.3 Publisher, Application Provider and their designees reserve the right to, and in their sole discretion may, at any time review, edit, reject, modify, or remove any TopSpot(s). No liability of Publisher, Application Provider or their designees shall result from any such decision. In addition, Publisher may, at its option request that Advertiser rescind changes made to an approved TopSpot(s), if Publisher in its sole discretion finds any modifications made to an approved TopSpot(s) objectionable.

1.4 Payment takes place via PayPal. Payments are limited by terms of Payment Solution Providers. If a TopSpot(s) is not accepted, Publisher or its designees are not required to return the fee paid upon submission of the TopSpot(s) to Advertiser. Other than as specifically described above, all fees paid for TopSpot(s)s are nonrefundable.

1.5 Advertiser may not use the Service in order to transmit, distribute, store or destroy material, including without limitation Web Site Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. Application Provider and its designees reserve the right to restrict, suspend, or terminate Advertiser's access to all or any part of the TopSpot(s)s system at any time, for any or no reason, with or without prior notice, and without liability.

1.6 By submitting advertising into the TopSpot(s)s Service, the Advertiser grants Application Provider the right to reproduce, publish, display and distribute, without additional charge, the TopSpot(s) on any of the Application Provider sites or in any Application Provider collateral materials, including but not limited to www.scratchback.com. In addition, Advertiser hereby agrees that Publisher and Application Provider may display Advertiser's TopSpot(s)s, free of charge, on other sites maintained by Publisher, Application Provider or their designees. If you wish to opt out from providing Application Provider such additional rights, please contact Application Provider by sending an email to into (AT) scratchback DOT com, specifying the TopSpot(s) id number of the subject advertisement.

1.7 By submitting a TopSpot(s) to the Service, Advertiser shall represent and warrant that it is the owner of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein. Advertiser hereby grants Publisher, Application Provider and their designees the right to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Service and posting the TopSpot(s) as described in this Agreement. Advertiser also permits any User to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the web Site retains any and all rights that may exist in such content.

1.8 Advertiser acknowledges and agrees that Publisher or its designees may preserve Advertiser Content and may also disclose Advertiser Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Advertiser Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Application Provider, Publisher, Users and the public.

2. REPRESENTATIONS AND WARRANTIES
2.1 Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertiser Content and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the TopSpot(s).

2.2 Advertiser further represents and warrants that any Web site linked to Advertiser's TopSpot(s)(s) complies with all laws and regulations in any state or country where the ad is displayed, does not breach and has not breached any duty toward or rights of any person or entity and is not false, misleading, defamatory, libelous, slanderous or threatening.

2.3 Advertiser acknowledges and agrees that Publisher, Application Provider, their affiliates, partners and third-party service providers make no guarantee regarding the levels of impressions or clicks for any TopSpot(s) placed into an TopSpot. Advertiser further acknowledges that Publisher and Application Provider, their affiliates and third-party service providers act as a passive conduit for the online distribution and publication of Advertiser-submitted information and have no obligation to screen communications or information in advance and are not responsible for screening or monitoring material posted by Users. Publisher, Application Provider, their affiliates and third-party service providers do not warrant or make any representations regarding the use or the results of the use of the materials posted in terms of their correctness, accuracy, timeliness, reliability or otherwise and Advertiser assumes the entire cost of all necessary maintenance, repair or correction to the TopSpot(s).

3. NO WARRANTY
ADVERTISER ACKNOWLEDGES THAT ADVERTISER IS USING THE SERVICE AT ADVERTISER'S OWN RISK. THE SERVICE IS PROVIDED "AS IS", AND PUBLISHER, APPLICATION PROVIDER, THEIR AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE. PUBLISHER, ITS AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM SERVICE PROVIDER THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

4. LIMITATIONS OF LIABILITY
PUBLISHER, APPLICATION PROVIDER, THEIR OFFICERS, DIRECTORS, AGENTS, ADVISORS, AFFILIATES, PARTNERS AND THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO ADVERTISER OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF SERVICES HEREUNDER, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE, ADVERTISER'S ACCESS TO OR INABILITY TO ACCESS THE SERVICE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICE, ADVERTISER'S USE OF OR RELIANCE ON THE SERVICE OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADVERTISER ACKNOWLEDGES THAT, DUE TO THE NATURE OF THE INTERNET, PUBLISHER, ITS AFFILIATES, PARTNERS AND THIRD-PARTY SERVICE PROVIDERS CAN ASSUME NO LIABILITY FOR UNAUTHORIZED COPYING OF TopSpot(s)S CONTENT BY USERS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO ADVERTISER. ADVERTISER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

5. INDEMNIFICATION
ADVERTISER HEREBY AGREES TO RELEASE PUBLISHER, APPLICATION PROVIDER, THEIR AFFILIATES, PARTNERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH ADVERTISER'S USE OF THIS SITE. IF ADVERTISER IS A CALIFORNIA RESIDENT, ADVERTISER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR" .

6. MISCELLANEOUS
6.1 This Agreement shall be governed in all respects by the laws of Ohio and the parties agree to submit to the non-exclusive jurisdiction of the Ohio courts.

6.2 Unless otherwise noted in this Agreement, all correspondence should be sent to the Publisher via the e-mail address specified on Publisher's site.

6.3 Unless, otherwise directed by Advertiser in writing, Publisher and Application Provider or their designees may, even after termination of this Agreement, retain and store all Advertiser information, including but not limited to Ads, URLs, contact and billing information. In addition, Publisher and Application Provider or their designees may share aggregate (i.e., not personally identifiable) information about Advertiser with other advertisers, business partners, including syndication partners, sponsors, and other third parties.

6.4 While Application Provider, its affiliates, partners and third-party service providers do value Advertiser feedback on the TopSpot(s)s Services, Advertisers are asked to be specific in their comments and not to submit creative ideas, inventions, suggestions, or materials. If, despite our request, Advertiser sends us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall be the property of Application Provider, its affiliates, partners and third-party service providers. None of the Submission shall be subject to any obligation of confidence on Application Provider, its affiliates, partners and third-party service providers, and the same shall not be liable for any use or disclosure of any Submission. Application Provider, its affiliates, partners and third-party service providers shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to Advertiser or any other person who submitted the Submission.

6.5 In the event that the bulk of the assets of Application Provider, its affiliates, partners and third-party service providers are acquired, user data submitted via the Service may be among the transferred assets.

6.6 Advertiser agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Application Provider's servers. Advertiser agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service's hardware, bandwidth or software. Advertiser agrees not to impede or interfere with others' use of the Service. Advertiser further agrees not to alter or tamper with any information or materials on or associated with the Service.

6.7 All prices and terms are subject to change. The current terms of this Agreement can always be publicly accessed via the TopSpot(s) buying pages of the TopSpot.