TERMS AND CONDITIONS OF USE

AdBidCentral, Inc. ("AdBidCentral")
Terms and Conditions of Use
Dated as of December 21, 2006


Introduction
Welcome to the www.AdBidCentral.com website (the "Website"). Thank you for your interest in accessing the Website, using the online advertising sales and management services offered by AdBidCentral on the Website (the "Services"), and purchasing reports, products and other offerings which may be available from time to time through the Website (the "Products").

AdBidCentral (also referred to herein as "Us, We and Our") provides a central, one-stop, online marketplace for media publishers and others ("Publishers") to sell, and for advertisers and others ("Advertisers") to buy, space ("Ad Space") for all forms of digital text, graphic, rich media and other advertisements ("Advertisement") to be displayed or broadcast visually and/or aurally via the internet. AdBidCentral's Services enable Publishers and Advertisers to create, execute and manage online advertising transactions for Ad Space. AdBidCentral's Services include Publisher and Advertiser identification, automated sales and purchases of Ad Space, automated Advertisement placement, auditing of contracts for online Ad Space, and payment reconciliation. While AdBidCentral facilitates individual transactions between Publishers and Advertisers, it is not a party to them. AdBidCentral is not involved in the actual transaction between an Advertiser and Publisher, is not the agent of, and has no authority for or control over either party for any purpose. AdBidCentral's Products include reports of online viewer metrics.

Any Publisher who uses the Service to sell and/or manage Ad Space and Advertisements, and any Advertiser who uses the Service to buy and/or manage Ad Space and Advertisements must accept the Terms and Conditions of this Agreement in full. BY REGISTERING FOR AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SERVICE ARE INCORPORATED HEREIN BY REFERENCE.

Binding Agreement
AdBidCentral provides to you, whether personally or on behalf of an entity ("you"), access to its Website, Services, and Products subject to the following Terms and Conditions of Use (including those available by hyperlink) and policies (including our Privacy Policy) (collectively, the "Agreement"). In return for gaining access to restricted portions of the Website and before you may register to use any Services or purchase any Products, you must agree to be bound by this Agreement, including all applicable linked agreements hereto, without limitation or qualification.

PLEASE THEREFORE CAREFULLY READ THIS AGREEMENT IN ITS ENTIRETY BEFORE USING THIS WEBSITE. YOUR REGISTRATION ON OR ACCESS OF THIS WEBSITE OR USE OF ANY SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT INTEND TO BE LEGALLY BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE WEBSITE OR ANY SERVICES OR PRODUCTS. If you have any questions, please refer to the Contact Us section.

Changes to Agreement
AdbidCentral reserves the right to change any of the terms and conditions, contained herein or any policies or guidelines governing the products and services offered on the Website, at any time and in our sole and absolute discretion. Any changes will be effective eight calendar days after the posting of the revisions to this Agreement. You are responsible for reviewing any applicable changes. YOUR CONTINUED USE OF THE WEBSITE OR ANY SERVICES FOLLOWING ADBIDCENTRAL'S POSTING OF SUCH CHANGES AFTER THEIR EFFECTIVE DATE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. AT ANY TIME UPON REQUEST BY ADBIDCENTRAL YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT PURSUANT TO THE TERMINATION PROVISIONS BELOW, AND DISCONTINUE YOUR USE OF THIS WEBSITE AND ANY SERVICES. EXCEPT SOLELY AS PROVIDED IN THIS PARAGRAPH AND THE SEVERABILITY PROVISION OF THIS AGREEMENT, THIS AGREEMENT MAY NOT BE CHANGED WITHOUT THE HANDWRITTEN (NON-ELECTRONIC) SIGNATURE OF AN AUTHORIZED PERSON AT ADBIDCENTRAL.

We reserve the right to deny you access to the Website, refuse service, terminate accounts, remove or edit content, or cancel orders at any time, either temporarily or permanently, for any reason in our sole discretion, including without limitation our determination that you have failed to abide by the terms of this Agreement or appear likely to us to do so. By granting you access at any time, we do not obligate ourselves to do so at any other time, or to maintain the Website in any form, and we expressly reserve the right to modify, suspend, or terminate your access privileges. You agree and understand that we may, in our sole discretion and without any prior notice, close the Website and delete any files which you may maintain at the Website and any information which you may choose to post. You should keep a copy of any material which you post to the Website because we will not undertake to retain copies of any material which we or others may delete from the Website.

Electronic Communications
When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. Except as otherwise expressly provided in this Agreement, you agree that all agreements, notices, disclosures and other communications that we provide to you electronically via e-mail or by posting notices on the Website satisfy any legal requirement that such communications be in writing.

When you register with us (described below), you will provide a user name and password. You agree that your use of your user name or password and any other use by you of the Website constitutes your electronic signature and authenticates your communications to us or third-parties using the Website, and otherwise satisfies any legal requirement that such communications be in writing.
Using the Website, Services, and Products
Eligibility
Except as expressly provided below, access to certain portions of the Website, and use or purchase of fee-based Services and Products are limited to Members. Members must be able to form legally binding contracts under applicable law. Without limitation, minors are prohibited from becoming Members. You may not transfer your Membership or access privileges to any third party or allow any third party to use them.

Registration
To purchase Products or Services through the Website, you must create an account with AdBidCentral through the online registration process. In creating an account, you must provide us with accurate and complete registration information, as prompted in the registration form. You must promptly notify AdBidCentral if any of this information changes. If you fail to provide or update this information, we may terminate your right to use the Website, or purchase Products or Services.

After you complete the registration process, including carefully reading this Agreement and clicking on the "I Accept" checkbox at the bottom of this Agreement, AdBidCentral will send you an email with instructions for completing the New Member Login along with a web address where the New Member Login form can be found, accessed, and used. You will then be eligible, subject to the provisions of this Agreement (and the policies and applicable agreements and policies referenced herein), to use the Services and purchase Products.


General Description of the Services
Detailed Publisher and Advertiser FAQs/Need Help?/Guidelines cover the specific use of the Service, and can be found at FAQs/Need Help?/Guidelines on the Website. The Guidelines, as they may be modified from time to time, are incorporated herein by reference, and have the same force and effect as if they were fully part of this Agreement.

1. General Terms - Publisher

1.1 Your relationship to Us 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 by your use of the Service.

1.2 Subject to the terms and conditions of the Agreement, Publishers may maintain a site profile on the Website ("Publisher Profile"). Publishers shall specify their creative acceptance policy on their Publisher Profiles. The creative policy shall contain, and is not limited to, a rating for the types of Advertisements (creatives) that may be shown on Publisher's web sites or other media (or specifically identified portions thereof). The rating system shall include but not be limited to, one of three options: "Conservative," "Moderate," or "Risquee," as defined by each respective Publisher either within the Publisher Profile or on the Website or by a link to the Publisher's web site.

1.3 Publishers are solely responsible for the wording, customization, and accuracy of the Site Content in which your Ad Spaces appear, and for all materials and content related to the sale of advertising in your Ad Spaces including, but not limited to:

(a) the creation of Ad Space descriptions and logos, and your site Advertisement approval policy inclusive of, but not limited to, creative specifications related to file size acceptance as well as animation restrictions; (b) the placement of Ad Space Javascript into the Ad Space on your site(s); (c) the acceptance or rejection of Advertisements submitted to your Ad Spaces; (d) the accuracy and appropriateness of materials you post on your site(s); (e) ensuring that content published on your Site(s) does not violate or infringe upon the rights of any third party; are not in AdBidCentral's sole estimation defamatory, obscene, threatening, libelous, abusive, hateful, or otherwise illegal.

1.4 Publisher agrees to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on our servers. Publisher agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. Publisher agrees not to impede or interfere with others' use of the Service. Publisher further agrees not to alter or tamper with any information or materials on or associated with the Service.

1.5 Publisher agrees to abide by the Publisher Guidelines available at FAQs/Guidelines on the Website.

1.6 Publisher may not select or use a user name or Ad Space 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 Publisher without written authorization, nor use a user name that AdBidCentral, in its sole discretion, deems offensive.

1.7 In accordance with the Publisher Guidelines, Publisher will have the right to approve or reject each submitted Advertisement. We reserve the right to approve on Publisher's behalf any pending Advertisement after 4 business days of the Advertisement's submission by Advertiser, inclusive of the day of submission provided it is a business day. Advertiser and Publisher may cancel pending Advertisements pursuant to the cancellation terms and conditions set forth in clause 1.16 below.

1.8 Publisher acknowledges that we may establish general practices and limits concerning use of the Service, including without limitation the maximum number and type(s) of Advertisements that can be placed into an Ad Space or into a web page, the maximum disk space that will be allocated on our servers on Publisher's behalf, the maximum number of times (and the maximum duration for which) Publisher may access the Service in a given period of time, and the minimum traffic and response rates generated with respect to Publisher's Site(s) and Ad Spaces. Publisher further acknowledges that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.


1.9 Publisher is responsible for setting the advertising rates for placing Advertisements into Ad Spaces.

1.10 We charge a Transaction Fee for providing the Service. We reserve the right to change the Transaction Fee we charge based upon Publisher revenue or other measures we may devise.

1.11 We handle payment for Advertisements submitted and provide Publishers an online summary of the activity on their Ad Spaces. Charges shall be calculated solely based on records approved of in clauses within this Agreement (refer to 1.12, 1.13 & 2.4). No other measurements or statistics external to this Agreement of any kind shall be accepted by us or have any effect under this Agreement.

1.12 Publisher is solely responsible for maintaining logs/data of the performance of each contract to be able to provide to Advertisers performance information upon appropriate audit request. The Publisher should be able to show that the contract was performed pursuant to its terms, such as, but not limited to, that the promised demographic or number of impressions, was delivered per the generally accepted industry standard definition of those measures.

1.13 Publisher and Advertiser acknowledges that in the three (3) business days after the contract end date of a campaign bought by an Advertiser for an Advertisement, Advertiser may request from AdBidCentral in writing to auditrequest@adbidcentral.com, with a copy to Publisher, audit information on the performance of the contract. Audit information shall be limited to the number of impressions for the specific contract purchased by the Advertiser on the Website.

(i) If the Advertiser does not request an audit within such period, AdbidCentral shall be authorized to pay the Publisher.
(ii) If the Advertiser requests an audit in writing to auditrequest@adbidcentral.com within the three (3) business day period after the contract campaign end date, the Publisher must provide AdBidCentral in writing to auditresponse@adbidcentral.com, with a copy to Advertiser, with its audit data within fourteen (14) calendar days of the request from the Advertiser or AdBidCentral. If the Publisher does not provide the data within such time, AdBidCentral shall be authorized to return the Advertiser funds, less AdBidCentral's Transaction Fee, to the Advertiser.
(iii) The Advertiser shall promptly approve or disapprove the audit data, but in no event more than five (5) calendar days of its receipt. Advertiser's approval shall not be unreasonably withheld, conditioned, or delayed. If the Advertiser approves the audit data, it shall immediately directly notify us and the Publisher. If the Advertiser provides such notice, or does not affirmatively notify us within such five day period that it disapproves the audit data, the contract shall be deemed fully earned, and we shall be authorized to promptly transfer the amounts paid to the Seller, less AdBidCentral's Transaction Fee. If the Advertiser disapproves the audit data within the five day period, we will hold the funds paid by the Advertiser until we receive direct, joint instructions from both the Publisher and the Advertiser as to which party the funds, less AdBidCentral's Transaction Fee, should be paid, or until we are required by court order or judgment to pay the funds to a party. THE PARTIES AGREE THAT ADBIDCENTRAL SHALL BE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DISPUTES BETWEEN THE PUBLISHER AND THE ADVERTISER. ALL ISSUES BETWEEN THE PUBLISHER AND THE ADVERTISER MUST BE RESOLVED BETWEEN THEM, AND COMMUNICATED TO US. OTHERWISE, WE MAY INTERPLEAD THE FUNDS OR TAKE SUCH OTHER ACTION AS WE DETERMINE MAY BE APPROPRIATE, IN WHICH CASE THE PUBLISHER AND THE ADVERTISER SHALL BE JOINTLY AND SEVERALLY LIABLE TO US FOR ALL OUR COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND EXPERT FEES AND COURT COSTS, WE INCUR IN TAKING ANY SUCH ACTION.

* In the event of any dispute in the running of an ad, the number of impressions, click-throughs or transaction on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by the Publisher in good faith shall be the official tracking metrics for resolving the dispute.

(iv) For cases in which, upon audit, the Publisher's tracking information indicate contract delivery was below an accepted 10% margin error ("Shortfall"), Publisher has the first right of refusal in providing the remainder of the Shortfall through the next available campaign opportunity within 30 calendar days of registering this shortfall, or Publisher's liability will be limited to the undelivered value of the contract.

1.14 A Publisher shall not, and shall not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any Advertisement, including without limitation through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Advertisement, or remove, obscure or minimize any Advertisement in any way; (iii) 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; or (iv) display any Advertisement on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website).

1.15 Publisher specifically acknowledges and agrees that AdBidCentral has no control over (and is merely a passive conduit with respect to) any Advertisements or other content that may be submitted or published by any Advertiser, and that Publisher is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable to Publisher. AdBidCentral makes no guarantee regarding the level of impressions of or clicks on any Advertisements, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Publisher in connection with the Services.

1.16 Either Publisher or Advertiser may cancel a contract for any reason or no reason by providing AdBidCentral with written notice to contractcancel@adbidcentral.com, with a copy to Publisher or Advertiser as applies, at least thirty (30) calendar days prior to the start date of the contract, in which case, no cancellation fees will be charged and the funds, if any, paid by the Advertiser shall be refunded, less our administrative charge to the Advertiser. Unless both Advertiser and Publisher agree in one or more written notices to us at contractcancel@adbidcentral.com, a party may not cancel a contract within thirty (30) calendar days prior to the start date of the contract. We reserve the right to charge a nominal fee for processing such manual notification requests.

1.17 We will pay Publisher by check, via PayPal, or via credit card. Accrued credits of $50.00 USD or above during the calendar month shall be paid on the basis agreed to between you and us, provided that payment from Advertiser has been received by us. If accrued credits payable to you for any calendar month period are less than $50.00, we will pay you at the end of the following calendar month at which the accrued credits exceed $50.00, provided that payment from Advertiser has been received by us. If this Agreement is terminated by us or you, we will pay you the balance of your earnings within ninety (90) calendar days after termination of the Agreement. No interest will be earned on any balances.

1.18 For payments by check, we will send payment to your postal address via United States mail. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.

1.19 Publisher agrees to pay any 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. Publisher also agrees that We are not obligated to determine whether sales or use taxes apply on any Advertisement sales and are not responsible to collect, report, or remit any sales or use taxes arising from any such transaction. Publisher agrees to defend and indemnify us against any claims for any such taxes or charges.

1.20 Representations And Warranties: Publisher represents and warrants that (i) it is the owner of each web site it designates and all Ad Space it offers through AdBidCentral's Website, or that it is legally authorized to act on behalf of the owner of such web sites and Ad Space for the purposes of this Agreement, and (ii) it has all the necessary right, power and authority to enter into this Agreement and to perform the acts required of it hereunder. Publisher further represents and warrants that each of its web sites and any material displayed therein: (a) comply with all 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.
1.21 AdBidCentral reserves the right to allow contracts to be resold and purchased by Publishers, Advertisers, or others on the Website.

2. General Terms - Advertiser

2.1 Advertiser shall be liable for all charges that accrue based on the Advertisements actually purchased. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity.
2.2 Payments are to be made with credit card, or, upon special arrangement, by check or wire transfer to the account designated by us. If an Advertisement is cancelled per clause 1.16 above, we shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) the PayPal system to the PayPal account Advertiser provides, or 2) by refunding the credit card purchase, or 3) by mailing Advertiser a check to the postal address registered with AdBidCentral v) via the appropriate form, if the ad was paid for by check or wire transfer. If a refund is not claimed within the time period specified by the Advertiser Guidelines, Advertiser forfeits the entire amount and the payment is canceled. Any check not cashed within its expiry period will be forfeited and the payment is canceled. Other than as specifically described above, all fees paid for Advertisements are nonrefundable.

2.3 Advertiser agrees to the audit request process outlined in clause 1.13 above. In the event of any dispute related to the running of an Adverstisement or the number of impressions delivered, on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by the Publisher in good faith shall be the official tracking metrics for resolving the dispute.

2.4 Advertiser also agrees that contracts with Publishers with respect to number of impressions delivered have an acceptable delivery error margin of 10%. For cases in which an audit is requested by the Advertiser and the Publisher's tracking information indicate contract delivery was below the accepted 10% margin error ("Shortfall"), Publisher has the first right of refusal in providing the remainder of the Shortfall through the next available campaign opportunity within 30 calendar days of registering this shortfall or Publisher's liability will be limited to the undelivered value of the contract.

2.5 Advertiser agrees to abide by the cancellation policies outlined in clause 1.16 above.

2.6 ADVERTISER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT ADBIDCENTRAL HAS NO CONTROL OVER ANY CONTENT THAT MAY BE AVAILABLE OR PUBLISHED ON ANY PUBLISHER WEBSITE (OR OTHERWISE), AND THAT ADVERTISER IS SOLELY RESPONSIBLE (AND ASSUMES ALL LIABILITY AND RISK) FOR DETERMINING WHETHER OR NOT SUCH CONTENT IS APPROPRIATE OR ACCEPTABLE TO ADVERTISER.

2.7 Publisher, AdBidCentral and their designees reserve the right to, and in their sole discretion may, at any time review, reject, or remove any Advertisement. THE SOLE LIABILITY OF PUBLISHER AND ADBIDCENTRAL TO ADVERTISER FOR REMOVAL OF ANY ADVERTISEMENT IS LIMITED TO A REFUND OF ANY FEES PAID FOR ADVERTISEMENTS THAT HAVE NOT YET RUN, IF ANY. NO FURTHER LIABILITY OF PUBLISHER, ADBIDCENTRAL OR THEIR DESIGNEES SHALL RESULT FROM ANY SUCH DECISION.

2.8 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, including any information that personally identifies any consumer, or (c) that is defamatory, obscene, threatening, libelous, abusive, hateful or otherwise illegal. Service Provider reserves the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability.

2.9 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 our 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.

2.10 By submitting an Advertisement to the Service, the Advertiser grants AdBidCentral the right to reproduce, publish, display and distribute, without additional charge, the Advertisement on any of the AdBidCentral sites or in any AdBidCentral collateral materials, including but not limited to www.adbidcentral.com. In addition, Advertiser hereby agrees that Publisher may display Advertiser's Advertisements, free of charge, on other sites maintained by Publisher or by AdBidCentral. If you wish to opt out from providing AdBidCentral such additional rights, please contact us by sending an email to marketingoptout@adbidcentral.com.

2.11 By submitting an Advertisement to the Service, Advertiser represents and warrants that it is the owner of all patent, copyright, mask work, trademark, service mark, and any and all other applicable proprietary rights and interests therein. Advertiser hereby grants Publisher, AdBidCentral 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 Advertisement as described in this Agreement. Advertiser also permits any user to access, display, view, store and reproduce such content. Subject to the foregoing, the Advertiser retains any and all rights that may exist in its Advertisements.

2.12 Advertiser acknowledges and agrees that Publisher or its designees may preserve Advertiser Content and may also disclose Advertisements 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 Advertisement violates the rights of third-parties; or (d) protect the rights, property, or personal safety of AdBidCentral, Publisher, Viewers and the public.

2.13 Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertisements 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 Advertisement.

2.14 Advertiser further represents and warrants that any Web Site linked to Advertiser's Advertisement(s) complies with all laws and regulations in any state or country where the Advertisement 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, obscene, libelous, slanderous, threatening, abusive, hateful or otherwise illegal.

2.15 Advertiser acknowledges and agrees that AdBidCentral, their affiliates, partners and third-party service providers make no guarantee regarding the levels of impressions for any Advertisement(s) or for any Ad Space(s). Advertiser further acknowledges that AdBidCentral, 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 Publisher. Publisher, AdBidCentral, 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.

Content Generally
Due to the large amount of content posted by others on the Website, we may not have the ability and generally do not undertake to monitor or control the nature of the content available on the Website. You are solely responsible for your interactions with other users of the Website. We reserve the right, but have no obligation, to monitor interactions between you and other users of the Website, remove, edit, or take any other action to restrict access to or the availability of any material that we or another user of the Website may consider to be unlawful, obscene, lewd, lascivious, filthy, excessively violent, harassing, threatening, demeaning, offensive, invasive of privacy, or otherwise objectionable (including, without limitation, because it violates this User Agreement).

We expect Website users to take responsibility for their own actions, and, as set forth below, cannot assume liability for any acts of third-parties which take place at the Website. You acknowledge that in responding to complaints regarding any material posted or handled through the Website, we are taking on the role of a Good Samaritan and, in order to allow us to do our best, in good faith, to purge or otherwise restrict the availability of objectionable material. You agree to waive any claims or remedies which you might otherwise be able to make against us under any theory of law (including, but not limited to, intellectual property laws) arising out of or relating in any way to the content at this Website or our response, or failure to respond, to a complaint.

Ticker Symbols and Passwords
Your Ticker Symbol name and password as a Publisher or Advertiser must be acceptable to AdBidCentral, in its sole discretion. AdBidCentral may reject any proposed Ticker Symbol and password for any reason; however, AdBidCentral shall not be liable for failure to reject a Ticker Symbol or password. You must keep your password confidential. You agree to be solely responsible for the selection, use, and safekeeping of your Ticker Symbol and password, including, without limitation, any use by any unauthorized third party. You must notify us immediately if you become aware of any other breach or attempted breach of the security of the Website. For security purposes, AdBidCentral recommends that you change your password often. Under no circumstances should you respond to a request for your password, particularly a request from someone claiming to be an employee of AdBidCentral. You agree to notify us immediately if you receive such a request. You also agree that your Ticker Symbol shall not infringe or dilute any third-party's trademarks or service marks, and that you will defend and indemnify us against any infringement, privacy, defamation, or similar claims relating to your use of your Ticker Symbol.

Confidentiality
You agree not to disclose AdBidCentral Confidential Information without AdBidCentral's prior written consent. "AdBidCentral Confidential Information" includes without limitation: (i) all AdBidCentral software, technology, programming, technical specifications, materials, guidelines and documentation you learn, develop, or obtain that relates specifically to the Services, Products, or the Website or its use; (ii) click-through rates or other statistics relating to Website performance or the Services provided to you by AdBidCentral; (iii) all Products purchased through the Website; and (iv) any other information designated in writing (including electronic communications) by AdBidCentral as "confidential" or any designation to the same effect. "AdBidCentral Confidential Information" does not include information that has become publicly known through no breach by an authorized user of the Website or AdBidCentral, or information that has been (a) independently developed without access to AdBidCentral Confidential Information as evidenced in writing to AdBidCentral's sole satisfaction; (b) rightfully received by you from a third party; or (c) required to be disclosed by law or by a governmental authority.

Geographic Scope
Unless otherwise specified, AdBidCentral may offer to sell Products or Services featured on the Website only in the United States. The Website is displayed solely for purposes of promoting AdBidCentral's Products and Services in the United States. Unless otherwise specified, the Website is available for visitors outside of the United States only for purposes of information. The Website is controlled by AdBidCentral from its offices in San Francisco, California, in the United States of America.

Intellectual Property
Copyright
You agree that as between you and AdBidCentral all content included on and software used on or by the Website and any compilations and derivatives thereof, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software and code, is the exclusive property of AdBidCentral, its affiliates or its respective content suppliers, and is protected by United States and international copyright laws. For purposes of this Agreement, the term "affiliates" means any entity or person, directly or indirectly, owning a controlling interest in, or under common ownership control with, AdBidCentral, or any entity or person in which AdBidCentral, directly or indirectly, owns a controlling interest. Except as expressly provided in this Agreement to the contrary, nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Website without the express, written consent of AdBidCentral or the respective copyright owner. Copyright ¸ 2006 AdBidCentral, Inc. ALL RIGHTS RESERVED.

Trademarks
AdBidCentral(tm), "The Open Market Place for Online Advertising", and "Where Impressions Count", Publisher TickerNames and the AdBidCentral logo ( (tm)) are trademarks or service marks owned by AdBidCentral, Inc. All page headers, custom graphics, button icons, and scripts, are trademarks, trade dress, or service marks of AdBidCentral. You hereby acknowledge that any use by you of such trademarks, trade dress, or service marks is for the sole benefit of AdBidCentral, and all goodwill generated by such use shall inure to our sole benefit. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of AdBidCentral or its affiliates without its or their respective express, written consent. All other trademarks, trade names, service marks and the like that appear on the Website, Services or Products are the property of their respective owners. You may not use any of these trademarks, trade names, trade dress, or service marks without the respective owner's express permission.

Ownership of Data
You agree that all rights, title, and interest in and to the data generated by or on the AdBidCentral system or through contract performance is owned by AdBidCentral, except that certain data provided by third parties pursuant to separate agreements with us may be owned by the respective third party data provider. In the latter case, you agree to comply with such provider's terms and conditions of use. We may retain, use, or transfer our data as we, in our sole discretion, may determine.

AdbidCentral reserves the right to institute a rating system of its Publishers and Advertisers based on their performance on both financial and ethical grounds within the marketplace. You agree that your use of any such rating system shall be in good faith and shall comply with the "Content Generally," "Non-Infringement and Other User Conduct," "License and Site Access," and other applicable provisions of this Agreement, as they may be amended from time to time.

License and Site Access
By posting, storing, or transmitting any content (other than Advertising), you hereby grant us and our affiliates, successors, and assigns a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyrights, publicity, and database rights to such content, in any media now known or created in the future, and to display such content throughout the world in any media, including, without limitation, any ideas, concepts, know-how, or techniques contained in any communications, content or materials you send to the Website for any purpose whatsoever, including, without limitation, developing, manufacturing, providing, or promoting new products or services using such information and things. To the maximum extent permitted under applicable law, you hereby irrevocably waive any claims based on moral rights, if any, to such content. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this Agreement and will not negligently or willfully cause injury to any person or entity.

We may retain and use for our own purposes all information you provide, including but not limited to web site demographics and contact and billing information. You agree that we may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than your own jurisdiction. We disclaim all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. We may share aggregate (i.e., not personally identifiable) information about you with Advertisers, Publishers, business partners, sponsors, and other third parties. In addition, you grant to us the right to access, index, and cache your website, or any portion thereof, including by automated means including Web spiders or crawlers.

AdBidCentral grants you a non-exclusive, non-transferable, revocable, limited right and license to access and use the Website solely in order to use the Services and purchase Products in full compliance with this Agreement, except that unregistered and unauthorized users may not browse pages of the Website restricted to registered users. You agree not to download (other than page caching for authorized users) or modify the Website, or any portion of it without our express, written consent. Other than as specified in this Agreement, such license does not include any rights of resale or commercial use of the Website or its contents (other than Advertising); any collection or use of any media metrics (whether those of AdBidCentral or others) available on or through the Website, product listings, descriptions, or prices; any derivative use of the Website or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, scraping, or similar data gathering or extraction tools. The Website (or any portion of it) may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without our prior express, written consent. Any unauthorized use terminates the permission or license granted by AdBidCentral.

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of the Website so long as the link does not use any AdBidCentral trade names, trademarks or service marks, or portray AdBidCentral or its affiliates, or its or their Products or Services, in a false, misleading, derogatory, or otherwise offensive manner. You may not "deep link" to the Website without our prior express written permission specifying you by name.


Privacy
To understand our privacy practices, please review our Website Privacy Policy, which is also part of this Agreement.

Links to Other Sites
This Agreement only applies to the Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external websites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, services, or other materials on or available from such other websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products, services or other resources available from any other website (regardless of whether we directly or indirectly link to such content, advertisements, products, services or other resources). You should direct any concerns with respect to any other websites to that website's administrator or webmaster.

Copyright Policy and Copyright Agent
AdBidCentral respects the intellectual property rights of others, and we expect our users to do the same. In appropriate circumstances, and in our sole discretion, we may but are not required to terminate the rights of any user to use the Website (or any part thereof) who infringes the intellectual property rights of others. Subject to the foregoing, it is our policy to terminate in appropriate circumstances users who are repeat infringers. If you believe that a user of the Website or Services has infringed the intellectual property rights of another, please provide the following information to the Copyright Agent specified below.

* An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
* A description of the intellectual property interest that you claim has been infringed upon;
* A detailed description of where the material that you claim is infringing is located on the Website, including the URL where the infringing material appears or is evident;
* Your address, telephone number and email address;
* A statement that you have a good faith belief that the disputed use is not authorized by the intellectual property rights owner, its agent, and or the law;
* A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner of the intellectual property rights involved, or are authorized to act on behalf of such owner.

You may send any notices, including notices of copyright infringement under the Digital Millennium Copyright Act, to AdBidCentral's designated agent for notice of claims of copyright infringement on the Website at the following addresses:

Copyright Agent
Gordon & Rees
415-986-5900
415-986-8054
Courier Address:
Embarcadero Center West
275 Battery St
Suite 2000, San Francisco, CA 94111

Please note that this procedure is exclusively for notifying AdBidCentral and its affiliates that intellectual property rights have been infringed. This policy is intended to comply fully with the requirements of the Online Copyright Infringement Liability Limitation Act.

Indemnification
You agree to defend, indemnify and hold us, our shareholders, directors, officers, employees, agents, affiliates, and suppliers ("Indemnified Persons") harmless from any claims, demand, damage, loss, or expense, including costs and attorneys' fees, made by any third party due to or arising out of your access to or use of the Website, Services, or Products, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity ("Claim"). If you are obligated to provide indemnification pursuant to this provision, the involved Indemnified Person may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without the consent of the applicable Indemnified Person.

Transmission Errors
We make every effort to ensure the accuracy of all information that you receive in relation to the use of our Services and Products. In the event of typographical errors, technical inaccuracies, or Product or Services pricing errors or omissions, we reserve the right to correct the error within a reasonable period of time

DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS
DISCLAIMER OF WARRANTIES
ADBIDCENTRAL PROVIDES THE WEBSITE, SERVICES, AND PRODUCTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADBIDCENTRAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THE WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS AVAILABLE ON THE WEBSITE, ITS SERVERS, OR EMAIL SENT FROM ADBIDCENTRAL: (I) WILL BE UNINTERRUPTED, (II) WILL BE FREE OF DEFECTS, VIRUSES, INACCURACIES, ERRORS, OR OTHER HARMFUL COMPONENTS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE THAT YOU USE. ADBIDCENTRAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE, SERVICES, AND PRODUCTS IS AT YOUR SOLE RISK.

THIRD PARTY SERVICES
THE THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES, AND INFORMATION THAT ADBIDCENTRAL PROVIDES ON OR MAKES AVAILABLE THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THOSE AVAILABLE THROUGH THIRD-PARTY ADVERTISING OR ADVERTISEMENTS, ARE NOT CONTROLLED BY ADBIDCENTRAL. ACCORDINGLY, ADBIDCENTRAL MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES, AND INFORMATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND COMPLIANCE WITH APPLICABLE LAW, AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES, OR INFORMATION.

EXCLUSION OF DAMAGES
ADBIDCENTRAL WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE WEBSITE, SERVICES, OR PRODUCTS, BASED ON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, BREACH OF CONTRACT, INFRINGEMENT, INVASION OF PRIVACY, OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY
EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE SERVICES, OR THE PRODUCTS EXCEED THE GREATER OF [(I)] THE AMOUNT PAID BY YOU TO ADBIDCENTRAL DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (II) $100.00

LIMITATION OF ACTIONS
NOTWITHSTANDING ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, SERVICES, OR PRODUCTS MUST BE MADE IN WRITING PURSUANT TO THE ARBITRATION PROVISION BELOW WITHIN ONE CALENDAR YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR SHALL FOREVER BE BARRED.

Force Majeure
AdBidCentral will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communication outage, a failure by a service provider to AdBidCentral to perform, fire, threatened or actual act of terrorism, natural disaster, or war.

Termination
By Us
We will have the right in our sole discretion, for any reason or no reason at all, without notice or liability to you or any third party, to terminate your account or your access to the Website or Services. Such reasons may include, without limitation: (i) your breach of any part of this Agreement, (ii) your violation of the rights of any third party or of law, (iii) the invalidity of your credit card, (iv) your exceeding your credit card limit, (v) "chargeback" of a fee or other payment, or (vi) your membership account becoming inactive for an extended period of time.

By You
If you are a Member, you may terminate your account for any reason at any time by terminating it through the providing express written notice to us of your intention to do so and sending an e-mail to terminate@adbidcentral.com, subject to this Agreement.

Effect of Termination
If your account is terminated, we may, in our sole discretion, delete any web sites, files, graphics or other content or materials relating to your use of the Website or Services on our servers or otherwise in our possession. Immediately upon termination, either by you or us, you are not permitted to access or use the Website or Services or purchase Products. We reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Website or the Services, including, without limitation, technological barriers, IP mapping, and direct contact with your Internet Service Provider (ISP). If your account is terminated, you must immediately pay us any fees or other amounts that you owe or that are based on your activity prior to termination.

Survival
All provisions of this Agreement, except our license and site access to you and your use of the Website, Services, and Products, shall survive the termination of this Agreement. Upon termination, Advertisers and Publishers must complete any outstanding Ad Space transactions prior to complete termination to take effect. In the case of Advertisers who seek termination or are terminated, no further purchases on the marketplace will be permitted from the date of termination, while contracts already purchased prior to termination must be honored and paid for and otherwise survive termination, independent of successful execution by Publishers. In the case of Publishers who seek termination or are terminated, no further Ad Spaces can be sold on the marketplace, while contracts sold prior to the termination date must be honored, or funds returned to the Advertiser, based on the Advertiser's preference, and shall otherwise survive termination.

Relationship of Parties
The relationship of AdBidCentral and its affiliates, successors, and assignees to you is one of independent contractor and/or customer. Notwithstanding the use of the term "partner" to describe a relationship between us or between AdBidCentral and any of its suppliers, no party to this Agreement intends to create any legal relationship of partnership with any other party, and nothing in this Agreement shall be construed to give any party the power to direct or control the daily activities of, or bind, any other party, or to constitute any combination of parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. You agree that we do not owe to you any fiduciary duties, and that we are a third-party beneficiary to contracts between Publishers and Advertisers with respect to the commissions and/or fees that may arise therefrom.

Assignment
This Agreement may not be assigned by you without our prior express written consent. Any attempted assignment in violation of this section shall be void and without legal effect.

Severability
If any provision of this Agreement or any agreement made through the Website for the purchase and sale of Ad Space and/or Advertisement or the purchase of Products is held unenforceable, the remaining portions thereof shall remain in full force and effect. Without limiting the foregoing, you agree that if any remedy hereunder or thereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein or therein shall remain in effect.

Governing Law
By visiting the Website, you agree that the laws of the state of California of the United States, without regard to its principles of conflict of laws, will govern this Agreement as well as contracts made through the Website for the purchase and sale of Ad Space and/or Advertisement, or the purchase of Products, and any dispute of any sort that might arise between any of the parties to any such agreement. Notwithstanding the preceding sentence, the United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to the interpretation or enforcement of this Agreement.

Arbitration of Certain Disputes
Any dispute relating in any way to your visit to the Website or to products you purchase through the Website shall be submitted to confidential arbitration in San Francisco, California, of the United States of America, except that, to the extent you have in any manner violated or threatened to violate AdBidCentral's intellectual property rights, AdBidCentral may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Contact Us:
In the event of any dispute or for any other information concerning these Terms and Conditions, Guidelines or our Privacy Policy ? please contact us via US mail or email at:

Our Address
AdBidCentral Inc.
665 3rd St, Suite 530,
San Francisco,
CA 94107
Email Address: info@AdBidCentral.com