Terms and Conditions
These Standard Terms and Conditions (the "Standard Terms"), along with an  Insertion Order must be accepted and agreed to in order for an advertiser  ("Customer") to purchase advertising space on a web site ("Member") within our advertising network.

 1. RIGHT TO REJECT ADVERTISEMENTS OR SITES. We reserve the  right, in our sole discretion, to refuse to provide advertising services to any web site,  to reject any URL link, or to disallow a site from becoming a Member. Without  limiting the foregoing, the following advertisements are prohibited from  participating in the Banner Ad network:

• any advertisement or site that would violate any applicable law, regulation  or third party right;
• sites containing pornographic material, sites with links to pornographic sites;
• sites containing adult material, links to adult material, or nudity;
• sites encouraging illegal activity or racism, sites providing instructions or  discussions about illegal activities;
• sites that promote or utilize software or services designed to deliver  unsolicited e-mail;
• sites with products or advertisements that are offensive or inappropriate;
• or any advertising that we determine has resulted or could result  in legal liability or adverse publicity to Imagion.com Solutions Provider, Inc. as a result of such  advertising being offensive, inaccurate, defamatory, libelous or slanderous or  involving potential infringement of third party's intellectual property rights

 2. LOCATION OF BANNER. Unless otherwise agreed to in writing by  us, the placement and location of any banner advertisement shall be  within our sole discretion. We make no guarantees as to the  location or placement within the web page of the advertiser's banner

 3. REPORTING. Customer will be provided with all information collected by us about the advertisement to the extent information is generally made  available online to Members

 4. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants  to the other party that Insertion Order, when executed and delivered by such party,  will constitute the legal, valid and binding obligation of such party, enforceable  against such party in accordance with its terms. Each party acknowledges that the  other party makes no representations, warranties or agreements (written or oral)  related to the subject matter except as expressly provided for in the Insertion Order  and these Standard Terms. Customer represents and warrants that Customer has the  right to publish the contents of the advertisement, without infringement of any  rights of any third party

 5. LIMITATION OF LIABILITY. The parties agree that: (i) We exercise no control and have no responsibility whatsoever over the content or quality of any  advertising materials or any Member web sites, (ii) use of our services is  at Customer's own risk, and (iii) this is not a contract for the sale of goods and,  therefore, is not subject to the Uniform Commercial Code. EXCEPT AS EXPRESSLY  PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS  AVAILABLE" LINKEXCHANGE DISCLAIMS ALL WARRANTIES OF ANY KIND,  WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES IT IS PROVIDING,  INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND  IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF  PERFORMANCE. We shall not be liable for any advertisers whose  banners appear on our network, nor the contents of any banner, nor  shall we be liable for any loss, cost, damage, or expense (including  attorney's fees) incurred by Customer in connection with Customer's participation in the Banner Ad network. We make no guarantees with respect to the  services rendered under the Insertion Order and hereunder, and neither our company nor any of its officers, directors, agents, Members or Customers shall  have any liability as a result of performance under the Insertion  Order and hereunder, including, without limitation, Internet disruption, interrupted  service, errors or delays in providing the service, levels of use or impressions, loss  of data, failure to provide requested subject categories, failure to meet Member or  advertiser's requirements or other injury, damage, or disruption to Customer or  Customer's web site. Without limiting the foregoing, our entire liability  under, for breach of, arising under, or related to the Insertion Order and hereunder or  the services to be provided hereunder or thereunder (whether in tort, contract or any  other theory), and Customer's sole remedy, is for our company, if possible, to either  provide the advertising services or refund any amounts paid by Customer under the  Insertion Order. In no event shall either party be liable for indirect, exemplary,  special, incidental or consequential damages, or costs, including but not limited to,  any lost profits or revenues, loss of use or goodwill, or any third party claims, even if  such party has been advised of the possibility of such damages.

 6. INDEMNIFICATION. Customer, at its own expense, shall indemnify, defend and hold our company and its officers, directors, employees, agents, distributors and  licensees harmless from and against any judgment, losses, deficiencies, damages,  liabilities, costs and expenses (including reasonable attorneys' fees and expenses)  incurred in connection with or arising from any claim, suit, action or proceeding  (collectively, a "Claim") to the extent the basis of such Claim relates to a breach by  Customer under the Insertion Order or these Standard Terms or in connection with  claims arising out of publication of any content or information in the Customer's  advertisement (including, without limitation, any claim of trademark or copyright  infringement, libel, defamation or breach of confidentiality) or web site or any  product or service of Customer or any breach of a third party contract

 7. DEFAULT BY CUSTOMER. (a) Our company shall not be obligated to provide any  advertising services to Customer following any failure by Customer to pay any  amounts due hereunder or any default by Customer hereunder; provided, however,  the termination of our obligation to provide such services shall not  relieve Customer from its liability to pay any fees that have accrued with respect to  Impressions already delivered by us.

(b) As for hosting customers, all payments are due upon receipt and are payment for the upcoming month. We allow you a generous 30-day grace period on late payments and will begin sending notices after an invoice is more than 30 days deliquent. It is solely your responsibility to ensure deliverability of our emails and notices to you. After 30 days of deliquency, your account may be suspended or terminated without backup. We will attempt to work with you in the even you have circumstances preventing you from making timely payments such as: family issues, financial issues, or Internet issues (i.e. those overseas). However, if we are unable to reach you for more than 60-90 days, then we may cancel and terminate your account at our discretion. Furthermore, any domains or hosted content in default will become the legal property of Imagion.com for the purposes of final disposal and deletion or for use or sale in an effort to re-pay the overdue invoice amounts. Once this process has taken place, there is no room for arbitration or claim to the original content or domains.

 8. MISCELLANEOUS. (a) Entire Agreement. These Standard Terms and the Insertion Order sets forth the  entire understanding between the parties and supersedes prior agreements and  representations between the parties, whether written or oral, regarding the subject  matter contained herein. All Customers shall be subject to the then current Standard Terms, which Standard Terms may be revised by our company at any time.

 (b) Assignment. A Customer may not assign or otherwise transfer, whether  voluntarily or by operator of law, any rights or obligations under these Standard  Terms and the Insertion Order, without the prior written consent

 (c) Governing Law; Attorney's Fees; Jury Trial. These Standard Terms and the  Insertion Order shall be construed and interpreted according to the laws of the State  of California and all disputes arising under these terms shall be heard exclusively in  the state courts of California in the county of San Francisco or in the federal courts  of the Northern District of California. Each party hereby consents to the jurisdiction  of such courts. If any action at law or in equity (including arbitration) is necessary to  enforce or interpret the terms of the Insertion Order or these Standard Terms, the  prevailing party shall be entitled to reasonable attorney's fees, costs and necessary  disbursements in addition to any other relief to which such party may be entitled. TO  THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES WAIVES  ANY RIGHT TO TRIAL BY JURY THAT THE PARTIES MAY HAVE IN ANY  ACTION OR PROCEEDING IN CONNECTION WITH SUBJECT MATTER  CONTAINED HEREIN.

 (d) Waiver/Severability. The waiver by either party of a breach or right under these  Standard Terms and the Insertion Order, will not constitute a waiver of any other or  subsequent breach or right. If any provision of these Standard Terms or the  Insertion Order is found to be invalid or unenforceable by a court of competent  jurisdiction, such provision shall be severed from the remainder of these Standard  Terms and Conditions and the Insertion Order, which will remain in full force and  effect.

 (e) Delivery of Ads. Imagion.com Solutions Provider, Inc. will make good faith efforts to begin the impressions  on the start date set forth in the Insertion Order. However, Sponsor understands  that by the nature of online advertising, the advertising campaign's exact  start and end dates and the rate of impressions delivered may vary due to  fluctuations in daily traffic.

 (f) Force Majeure. Imagion.com Solutions Provider, Inc. shall not be in default or otherwise liable for any  delay in or failure of its performance under these Standard Terms or the Insertion  Order where such delay or failure of its performance hereunder arises by reason of  any Act of God, or any government or any governmental body, acts of war, the  elements, strikes or labor disputes, or other cause beyond the control of  Imagion.com Solutions Provider, Inc..

 (g) Construction. No obligations other than those expressly set forth in these  Standard Terms or the Insertion Order shall be binding on us. In the  event of any inconsistency between the Insertion Order and these Standard Terms,  these Standard Terms shall control.

 (h) Refund. Any amount paid is not refundable. We will only provide a  refund in the event that we do not advertise your banner ad for any  reason.  Due to our stringent refund policy, we strongly advise that any advertiser  purchasing banner ads for the first time to buy a smaller amount for  testing purposes