This agreement ("Agreement") between you and Ad Bolt Inc., ("AdBolt") consists of these terms and conditions ("Terms and Conditions"), the AdBolt targeted advertising program ("AdBolt Program"), and the Frequently Asked Questions ("FAQs"), which AdBolt may revise periodically. "You" or "Advertiser" means the entity identified in this enrollment form, and/or any agent acting on its behalf, which shall also be bound by the Terms and Conditions of this Agreement. Please read these Terms and Conditions and the FAQs. By advertising with AdBolt you accept all of the Terms and Conditions in this Agreement. AdBolt reserves the right to change the Terms and Conditions of the AdBolt Program and this Agreement at any time and from time to time by posting such changes in this area, and your continued participation in the AdBolt Program following such changes constitutes your consent to such changes.

1. Approval: Any URL ("URL") submitted to the AdBolt Program as an advertisement is subject to the prior approval of AdBolt. AdBolt will not allow any advertisement URLs linked to Website(s) that are inappropriate, offensive or irrelevant. Once you submit your URL, AdBolt will review your submission. You will be notified of your acceptance or rejection in the AdBolt Program within approximately 1-2 business days of AdBolt receiving your URL submission.

2. Parties' Responsibilities: You are responsible for knowing the contents of the Terms of Service. You are solely responsible for the selection of all target Website(s) and for the content of your URLS and Website(s). AdBolt is not responsible for anything regarding your Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, warranty service, payment processing, shipping, cancellations or returns.

3. No Guarantee: AdBolt makes no guarantee regarding the amount or number of visits for any advertisement placed through the AdBolt Program.

4. Prohibited Uses: AdBolt strictly prohibits using the AdBolt Program to advertise substances, services, products or materials that are illegal in any locale, state or country where the advertisement is displayed, or to engage in any other illegal or fraudulent business practice under the laws of any locale, state or country where the advertisement is displayed. Violation of these policies may result in immediate termination of this Agreement.

5. Cancellation: AdBolt may at any time in its sole discretion cancel an advertisement, URL, or your participation in the AdBolt Program, by an email notice to you. AdBolt will notify you via email of any such termination or cancellation, which shall be effective immediately AdBolt may cancel or suspend the AdBolt Program at any time.

6. Payment: You agree to pay AdBolt based on the number of Advertisement URLs that are displayed. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity.

7. Representations and Warranties: You represent and warrant that
(i) you are authorized to enter into this Agreement and to make available to AdBolt the URL;
(ii) all of the information provided by you to AdBolt to enroll in the AdBolt Program is correct and current;
(iii) you are the authorized owner or representative of the Web site(s) with which URL(s) are associated and you hold all rights to permit AdBolt to use, reproduce, display, transmit and distribute your URL's; and
(iv) your URL(s) and Web site(s) do not violate any trademarks, copyrights, trade names or other intellectual property rights or privacy rights of any third party and will not, in any state or country where the advertisement is displayed (a) violate any criminal laws or third party rights giving rise to civil liability or (b) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your URL's
(i) complies with all laws and regulations in any state or country where the is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories;
(iii) does not contain any unlawful, harmful, false, misleading, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, violate the rights of others, or otherwise violate any applicable local, state, national or international law, or that violate or infringe upon the rights of any third party, including intellectual property rights. You will be responsible for any claim arising from any material that you post or transmit via your Web site(s) and you will not hold AdBolt liable or responsible for the activities of visitors who access your Web site(s) via the AdBolt Program. You also agree that AdBolt may rely on any communications made by you to AdBolt, including any revisions to the URLs, which are made using your user name and password, and AdBolt may assume that all such communications are authorized by you.

8. Indemnification: You agree to indemnify, defend and hold AdBolt and its divisions, affiliates, employees, agents attorneys, contractors and representatives harmless from and against any liability, losses, costs, damages or expenses (including attorneys' fees) resulting from claims or actions arising out of or in connection with your URL(s) and Web site(s) and all content contained therein, your use of the AdBolt Program, and breach of any agreement, obligation, covenant, representation or warranty set forth in this Agreement, including, without limitation, any third party claims for infringement of copyright, trademark or other intellectual property rights and violation of rights of privacy. You agree that you are solely responsible for defending any claim and for payment of damages and losses resulting from the foregoing to both third parties and AdBolt.

9. No Warranties: THE ADBOLT PROGRAM IS PROVIDED ON AN "AS IS" BASIS, AND ADBOLT MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability; Force Majeure: In no event shall AdBolt be liable for any act or omission, or any even directly or indirectly resulting from any act or omission of Advertiser, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR OTHER DAMAGES. WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NEITHER ADBOLT NOR ANY OF ITS DIVISIONS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSEES SHALL BE LIABLE TO ADVERTISER OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT THIS AGREEMENT, ADVERTISER'S ACCESS OR USE OF, OR ITS INABILITY TO ACCESS OR USE, THE ADBOLT PROGRAM OR BREACH OF ANY WARRANTY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADBOLT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.ADBOLT SHALL NOT BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY URL OR WEBSITE DUE TO SYSTEMS FAILURE OR MALFUNCTION, TECHNOLOGICAL FAILURE OR MALFUNCTION OF THE ADBOLT NETWORK OF SITES OR THE WEB, OR ANY OTHER CIRCUMSTANCES OUTSIDE OF ADBOLT'S CONTROL. ADBOLT WILL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OF THE URL BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND/OR TAMPERING BY HACKERS. ADBOLT'S LIABILITY FOR ANY FAILURE TO POSITION/PLACE A URL OR FOR ANY ERROR IN ANY URL SHALL NOT EXCEED THE AMOUNT PAID TO ADBOLT BY YOU FOR THE ADVERTISEMENTGIVING RISE TO THE CLAIM.

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. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

11. Ownership: The materials used and displayed on the AdBolt Web site, including but not limited to text, software, algorithms, applications, graphics, illustrations, trademarks and service marks, are the property of AdBolt or its affiliates or licensors, unless otherwise indicated, and are protected by patent, copyright, trademark and other intellectual property laws.

12. General: This Agreement shall be governed by the laws of the State of Minnesota, without taking into effect its choice of law rules. Any dispute with respect hereto shall be resolved in the federal or state courts in Minnesota and you hereby consent to the exclusive jurisdiction of such courts over you. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to AdBolt .
BY CLICKING ON THE I HAVE READ THE TERMS OF SERVICE AND SAVE BUTTONS DURING REGISTRATION, THE PERSON DOING SO REPRESENTS AND WARRANTS THAT (i) HE OR SHE IS 18 YEARS OF AGE OR OLDER; (ii) HE OR SHE HAS THE POWER AND AUTHORITY TO BIND ADVERTISER; (iii) ADVERTISER HAS READ AND UNDERSTANDS THIS AGREEMENT; AND (iv) ADVERTISER ACCEPTS THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOURAGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT.PURSUANT TO ANY APPLICABLE STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS, INCLUDING WITHOUT LIMITATION THE UNITED STATES ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, P.L. 106-229 OR OTHER SIMILAR STATUTES, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES,POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE APPLICATION OF SERVICES OFFERED BY AdBolt Inc. FURTHER, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, OR TO PAYMENTS OR THE GRANTING OF CREDITS BY OTHER THAN ELECTRONIC MEANS.
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