Client information

Terms and Agreement: AGREEMENT, Effective June 10th, 2005 This FlatFeeSpectrum.com Agreement (hereinafter the "Agreement") is made by and agreed to between Pulsar Marketing, parent company of FlatFeeSpectrum.com, and YOU ("YOU"). As an application service provider, Pulsar Marketing facilitates "Flat Fee Advertising" through provision of services ("Network Service") via the Internet at FlatFeeSpectrum.com. "Flat Fee Advertising" is where a person, entity, Publisher or its agent operating one or more "web site(s)" (domain or portion of a domain within the Internet) ("Publisher") may earn financial compensation ("Payouts") for "Transactions" ("advertisement hosting") made from such Publisher's web site. "Your Program" is the advertisement (banner, textual link, and/or HTML coding) which You create on Our network for Our Publisher's to host on each Publisher's web site. The ADVERTISER compensates the Publisher, in accordance with this Agreement and the Flat Fee Advertising specifications. 1 Relationship. In the context of YOUR Advertisement, YOU are referred to herein as a ADVERTISER. YOU understand and agree that our Flat Fee Advertising program is only for Online, Web Site Advertising. YOU also agree not to: (a) mislead others; (b) operate or utilize a web site or e-mail Link to web sites that contain or promote any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez, or the offer any illegal good or service, or Link to a web site(s) that does so; (c) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; (d) engage in any illegal activity of any type, including but not limited to displaying illegal content on YOUR web site or offering any illegal good or service through YOUR web Site. (e) create any ads which contain frames, iframes, popups, nor any adware, browser hijacking or malicious code. (f) create any ads which contain affiliate recruitment links, affiliate registration enticement, nor ads that link to domains which contain affiliate recruitment links or registration enticement without first obtaining written approval from Pulsar Marketing. (g) solicit; nor entertain a solicitation from a FlatFeeSpectrum.com affiliate nor any affiliate member of the Pulsar Marketing network for the purpose of circumventing our flat fee service, or for any purpose which may cause potential loss of revenue for FlatFeeSpectrum.com, Pulsar Marketing, or any property owned/operated by Pulsar Marketing in which the affiliate may be a member. If YOU engage in any of the foregoing, YOU shall be subject to termination and/or deactivation as set forth in Section 6.2 and referral by Pulsar Marketing to the appropriate law enforcement agencies. Pulsar Marketing may not review all content on YOUR Web site. YOU shall remain solely responsible for YOUR Web site content. Pulsar Marketing is under no circumstances responsible for the practices of any Publisher or ADVERTISER or such Publisher or ADVERTISER's Web site(s), and/or the content that a ADVERTISER makes available through the Network Service. 2.1 YOUR Publishers. Upon YOUR "Live Activation Date" (as defined in Section 6.1), Publishers may apply to YOUR Program for the opportunity to earn Payouts for hosting Your Program. Upon approval by YOU for acceptance to YOUR Program, such Publisher ("YOUR Publisher") may post Your Program on the Publisher's Web Site to YOUR Web site or Web site content that YOU provide to the Network Service in accordance with this Agreement. 2.2 Publishers Use of Links. Each of YOUR Publishers may place or remove Links from its Web sites to YOUR Web site at such Publisher's discretion. YOUR Publishers must place Links to YOUR Web site in the format You specified when You create Your advertisement. YOUR Publishers shall not cause or enable hosting any of Your Programs by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows, or redirects which do not comply with Your Program. The details of YOUR Program shall be contained within YOUR "Ad Management" that WE host in our Publisher Management Login. YOU must provide Pulsar Marketing with a copy of YOUR Program content prior to activating YOUR Program through the Network Service for Pulsar Marketing's review for consistency with this Agreement and the Publisher Service Agreement. If YOU wish to revise YOUR Program, YOU must submit a copy of the revised Details to Pulsar Marketing for review for consistency with this Agreement and the Publisher Service Agreement, and provide YOUR Publishers and Pulsar Marketing with at least 7 business days written notice of the revised Details which would then enter into effect upon the later of the 8th business day or date specified in the notice. Nothing contained on YOUR Ad Management may conflict with the terms and conditions contained in this Agreement and the Publisher Service Agreement and any such conflicting terms and conditions shall be void. Pulsar Marketing shall not be obligated to enforce or honor any such conflicting terms and conditions. 2.3 Terminating Publishers from YOUR Program. After YOU have approved a Publisher's application to YOUR Program, YOU may terminate that Publisher, or one of that Publisher's Web sites from YOUR Program upon 7 business days written notice with effect from the 8th business day from such notice ("Publisher Termination for Convenience"). YOU may terminate a Publisher with less than 7 business days written notice if YOU are terminating the Publisher upon notification for any of the following material breaches ("Publisher Termination for Material Breach"): (a) operation of an illegal business through its Web site; (b) engaging in any illegal activity of any type, including but not limited to displaying illegal content on its Web Site and/or in its subscription e-mails or offering any illegal good or service through its Web Site and/or subscription e-mails; (c) operation of a Web site or e-mail Link to Web sites that contain or promote, any of the following content: misleading, abusive, violent, bigoted, hate-oriented; (d) engaging in indiscriminate or unsolicited commercial advertising e-mails; (e) causing Your Program advertisement to be displayed in Iframes, hidden frames, JavaScript popup windows or unauthorized redirects; (f) causing Your Program advertisement to be displayed in a manner other than the appearance You had specified when You create Your Program advertisement; breach of the licensing provisions of its Publisher Service Agreement; (g) breach of any other intellectual property right provision of the Publisher Service Agreement or other of YOUR common law intellectual property rights; and/or (h) diluting, blurring or tarnishing the value of YOUR trademarks, trade names, and/or service marks. In order to terminate a Publisher from YOUR Program, YOU must utilize the automated function through the Network Service for Publisher Termination for Convenience. For Publisher Termination for Material Breach, YOU must Use the "Manage Publishers" tab within the ADVERTISER Account Manager user interface on the Network Service, select the specific "Publisher Company" to view the Publisher Detail Page, scroll-down to bottom of the page and use the hyperlink to contact a Pulsar Marketing ADVERTISER service representative. Pulsar Marketing shall process termination requests within one business day (see Section 3.2(vii) below regarding operating hours). Requests made pursuant to Publisher Termination for Material Breach shall be processed within 24 hours. Should We agree that Your request to Terminate for Material Breach is justified, We shall immediately cease further payment awards to the terminated Publisher. Previous payment awards; however, shall not be reversed nor credited back to You. Pulsar Marketing may terminate a Publisher from a ADVERTISER's Program in Pulsar Marketing's sole discretion. 3.1 Network Service Fees. In consideration for payment of the fees due hereunder (see table below) and compliance with this Agreement, Pulsar Marketing shall provide YOU with access to the Network Service and the services listed in Section 3.2. SERVICE FEE Network Access Fee WE do not charge a network access fee. Activation Minimum Balance $500.00 Minimum Balance Amount Seven days estimated fees based upon previous transaction history. Bad Check Fee: Any payment returned from our bank as "unpaid" or "NSF" will be subject to a $30.00 bad check fee, or 5% of the check value whichever is the greater, and the ADVERTISER's account will immediately be suspended without further notice until payment is received. Pulsar Marketing reserves the right; and the ADVERTISER agrees, that returned checks may result in the ADVERTISER having to maintain a higher account balance established by Pulsar Marketing. In addition to the $30.00 bad check fee, YOU agree to a $5.00 per day Late Payment Fee for each day YOUR payment is rendered late until YOUR payment is received in full. Transaction Fees Transaction Fees are due for the services provided at FlatFeeSpectrum.com by Pulsar Marketing under this Agreement. Pulsar Marketing's fee for FlatFeeSpectrum.com is 10% of Your daily payout rate per Publisher, but not less than $1.00 per day. If; for example, You establish that You will pay a Publisher $1.00 per day for hosting Your Program advertisement, Our fee will be an additional $1.00 per day, for a total of $2.00 per day for that particular Publisher's hosting of Your Program advertisement. If; for example, you establish that You will pay a Publisher $60.00 per day for hosting Your Program advertisement, Our fee will be an additional $6.00 per day, for a total of $66.00 per day for that particular Publisher's hosting of Your Program advertisement. Transaction fees are automatically deducted from YOUR account balance each day Our spider locates Your Program advertisement on each Publisher web site which You had approved and had agreed to pay the rate You specified. Minimum Monthly Fees No monthly minimum fees. Initial Telephone Support 1 hour of technical integration/set-up phone support free (pro-rata at US$20 thereafter). Our system does not require any coding to be placed onto Your web site. Penalty Fees If You commit any Violations of this Agreement, including the below, You agree to an immediate termination of Your account and forfeiture of Your account balance of up to; but not less than, $500.00. You agree not to: (a) create any ads which contain frames, iframes, popups, nor any adware, browser hijacking or malicious code. (b) create any ads which contain affiliate recruitment links nor affiliate registration enticement without first obtaining written approval from Pulsar Marketing. (c) solicit; nor entertain a solicitation from a FlatFeeSpectrum.com affiliate nor any affiliate member of the Pulsar Marketing network for the purpose of circumventing our flat fee service, or for any purpose which may cause potential loss of revenue for FlatFeeSpectrum.com, Pulsar Marketing, or any property owned/operated by Pulsar Marketing in which the affiliate may be a member. In the event that Your account balance is below $500.00 upon any Violation of this Agreement, you will be billed for the balance of $500.00. 3.2 PulsarMarketing.Com Services. YOU shall be able to produce informational reports through the Network Service concerning payouts debited from YOUR Account. In addition, Pulsar Marketing shall provide to YOU the following support services: a single, initial promotion of YOUR Program in the first FlatFeeSpectrum.com Publisher Newsletter that is published following YOUR Live Activation Date; placement of YOUR Program in the Network Service Program Directory; up to 1 hour of telephone support (one time only, not on a per month basis); payment of Payouts to YOUR Publishers using YOUR funds; tax form processing and mailing to YOUR Publishers (Form 1099 or similar); access for both YOU and YOUR Publishers to support service from PulsarMarketing.Com's email, and phone support is provided during the normal business operating hours of 9am-5pm, CST, excluding national and Pulsar Marketing recognized holidays. 3.3 Ad Serving Using Your Program advertisement, FlatFeeSpectrum.com provides Publishers with the necessary HTML code to install onto approved Publisher web sites. Each day; at random intervals, Our spider will crawl the Publisher URLs approved by You to host Your Program advertisement. For each occurrence in which Our spider locates Your Program advertisement on an approved Publisher web site, Our software will award the daily payout rate You specified, per the Alexa ranking of each Publisher web site You approved. 3.4 Payouts/Payout Rates. YOU shall establish through the Network Service a Payout rate for each of the 10 (ten) Alexa rank ranges. YOUR Account will be debited with each Payout and corresponding Transaction Fee in accordance with YOUR Program Payout rate for each Publisher web site You had approved. YOU may discontinue Your Program, add or remove Publisher web sites, or decrease any Payout rate upon 7 business days written notice with effect from the 8th business day from such notice. Pulsar Marketing will send YOUR Publishers a notice regarding each change in YOUR Payout rate(s) or Your Program discontinuation. 3.5 Payment. All deposits and subsequent funds shall be submitted via U.S. mail and payable to: Pulsar Marketing 22272 Tootle Road Gulfport, MS 39503 Whenever YOUR Account balance is less than the Minimum Balance Amount, YOU must immediately remit a payment to Pulsar Marketing in an amount at least equal to any negative balance and an amount sufficient to restore YOUR Minimum Balance Amount. YOUR positive Account balance shall be applied towards Transaction Fees in the first instance and payment on YOUR behalf by Pulsar Marketing to YOUR Publishers of Payouts. Pulsar Marketing is under no obligation to make payment to YOUR Publishers of Payouts where there are insufficient funds in YOUR Account at the time that payment to all of YOUR Publishers is due. YOUR Publishers shall have a claim against YOU directly for non-payment of earned but unpaid Payouts that are unpaid because YOU have failed to make payment to Pulsar Marketing. YOU may make payments hereunder via check. YOUR Account will not reflect payment until the check has cleared and cash has been transferred to Pulsar Marketing's bank account. YOUR Account will not accrue interest. If YOUR Account has a negative balance, YOUR Account is subject to 1.5% interest per month, compounded monthly, and/or immediate suspension of YOUR account until YOU re-establish YOUR minimum account balance. YOUR Account may be deactivated without notice for non-payment. The number or amount of Transactions and credits for Payouts, and the charges for "Chargebacks" (as defined in Section 3.6), as calculated by Pulsar Marketing shall be final and binding on YOU. Payment currency. All payments shall be made in US Dollars. YOUR Account balance shall appear in US Dollars. Any questions (including disputes) regarding Payouts and/or payment should be directed to Pulsar Marketing ADVERTISER services. ADVERTISER services shall work with internal resources, such as finance, legal, and senior management, as necessary to answer YOUR questions. 3.6 Chargebacks. YOU may request Pulsar Marketing, or Pulsar Marketing may on its own initiative, credit YOUR Account with an amount equal to a Payout previously credited to one or more of YOUR Publishers' Accounts in circumstances of a Publisher's failure to comply with the Publisher Service Agreement or this Agreement. Chargebacks may be requested by YOU in accordance with the preceding sentence for any Payout(s) charged against Your account within the previous 24 hours of submitting Your request ("Chargeback Period"). A Chargeback requested by YOU will be applied only if Pulsar Marketing is able to verify that the Payout qualifies as a Chargeback and Pulsar Marketing is able to debit such amount from the relevant Publisher's Account, and pertains only to transactions within the previous 24 hours of receiving the request. 4.1 Proprietary Rights and Licenses. YOU grant to Pulsar Marketing a revocable, non-transferable, royalty free, international license to display on and distribute from FlatFeeSpectrum.com's Web site Links to YOUR Web site for YOUR Program(s), and all trademarks, service marks, trade names, and/or copyrighted material ("Content") that YOU provide to Pulsar Marketing through the FlatFeeSpectrum.com Network Service for the limited purposes of promoting YOUR Program to Publishers and potential Publishers, subject to the terms and conditions of this Agreement and the Publisher's Publisher Service Agreement. The rights to display and Link to YOUR Web site are sub-licensable by Pulsar Marketing to YOUR Publishers and their sub-Publishers. Pulsar Marketing and the sub-licensees shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or Content that YOU have made available through the Network Service pursuant to the foregoing license, except, with respect to Pulsar Marketing, as necessary to conform YOUR Links to a FlatFeeSpectrum.com compatible format. Pulsar Marketing and the sub-licensees may not remove or alter any copyright or trademark notices. If a Publisher's sublicense is sub-licensable, such Publisher's sub-licensee is subject to the preceding conditions. Pulsar Marketing grants to YOU a revocable, non-transferable, royalty free, international sub-license to display on YOUR Web site the Pulsar Marketing and/or FlatFeeSpectrum.com logo or link. YOU shall not modify, in any way, any Content made available to YOU pursuant to the foregoing license, nor alter any copyright or trademark notices. YOU agree that YOUR Use of any Pulsar Marketing and the FlatFeeSpectrum.Com Web site, logos, trademarks or Links is subject to the license and terms of Use that are available from such Web site ("Terms of Use"). Each party may make statements that it is doing business with the other and Use the other's logo with such statements. 4.2 No Challenge to Intellectual Property. Pulsar Marketing acknowledges that it obtains no proprietary rights in YOUR Content, and agrees not to challenge YOUR proprietary rights to the Content during the term of this Agreement. YOU acknowledge that YOU obtain no proprietary rights in Pulsar Marketing Content, patents, and patent applications, and agree not to challenge Pulsar Marketing's proprietary rights, patents and patent applications, and, with respect to the Content during the term of this Agreement. YOU acknowledge that YOU obtain no proprietary rights in each of YOUR Publishers' Content, and agree not to challenge such Publisher's proprietary rights to the Content until YOU have terminated the Publisher from YOUR Program or the Publisher has withdrawn from YOUR Program by removing all Links provided by YOU through the Network Service. The licensees/sub-licensees agree that all goodwill arising as a result of the licensor's Intellectual Property shall inure to the benefit of the licensor, and that all non-licensed /or sublicense proprietary rights in the Intellectual Property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks or domain names that are confusingly similar to, or in combination with any of licensor's trade names, trademarks, service marks and/or domain names. 4.3 Terminating Licenses. YOU may terminate any sublicense and/or license under this Agreement immediately upon written notice to the sub licensee/licensee if YOU have reasonable concerns that the sub licensee/licensee is diluting, tarnishing or blurring the value of YOUR trademarks, service marks, and/or trade names, and/or breach of YOUR other intellectual property rights. This Agreement may be terminated in whole or part if Pulsar Marketing has reasonable concerns that YOU are diluting, tarnishing or blurring the value of Pulsar Marketing's trademarks, service marks, and/or trade names, and/or for breach of Pulsar Marketing's other intellectual property rights. 5.1 Privacy and Confidentiality. YOU or Pulsar Marketing may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on Use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. The information that YOU supply to establish and maintain YOUR Account shall be YOUR Confidential Information, and YOU agree that Pulsar Marketing may provide YOUR e-mail address(es) and basic ADVERTISER Account detail (including but not limited to Web site name, date Web site first entered into operation, and visitor demographics) to Publishers. YOU shall be responsible for all Usage and activity on YOUR account and for loss, theft or unauthorized disclosure of YOUR password (other than through Pulsar Marketing's grossly negligent or willful conduct or omission). YOU shall provide Pulsar Marketing with prompt notification to Pulsar Marketing ADVERTISER services email, and through written notification to Pulsar Marketing as provided in Section 6.1 below, of any known or suspected unauthorized Use of YOUR Account or breach of the security of YOUR Account. Pulsar Marketing's Privacy Policy that is accessible from the home page of www.PulsarMarketing.Com and may be amended from time to time by way of republication, is incorporated into this Agreement. 5.2 Collection and Use of Transaction Data. Pulsar Marketing does not collect information about YOUR Visitors. 5.3 Collection and Confidentiality of Visitors' Personal Data. Pulsar Marketing promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to YOUR Web site that result directly from Links on YOUR Publishers' Web sites, without the Visitor's express permission. 5.4 YOU agree not to circumvent; nor attempt to circumvent, any network property of Pulsar Marketing by engaging in direct negotiations with OUR Publishers, or by entertaining solicitations for direct negotiations by our Publishers, while YOU retain an active account with US and for a period of six months following termination of YOUR account. You will not circumvent; nor attempt to circumvent, our flat fee service, or for any purpose which may cause potential loss of revenue for FlatFeeSpectrum.com, Pulsar Marketing, or any property owned/operated by Pulsar Marketing in which a Publisher may be a member. 6.1 Term and Notices. This Agreement shall commence upon YOUR indication that YOU have accepted this Agreement by establishing an account via a Deposit of Funds into YOUR FlatFeeSpectrum.Com ADVERTISER account, and, subject to Section 6.2, shall be in effect through one year following the date (known as the "Live Activation Date") in which YOU have made payment to Pulsar Marketing in the amount no less than the Minimum Account Activation Fee. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail (or international express mail by an internationally recognized courier): (a) to PulsarMarketing.Com at "Pulsar Marketing., Attn: Legal Department, 22272 Tootle Road, Gulfport, MS 39503, with a copy sent via facsimile to (228) 832-5553, and, (b) for YOU, at the address listed on YOUR Account. Notices shall be effective the earlier of the notified party's actual receipt (or refusal to accept to receipt), or five (5) days after the date of mailing. 6.2 Temporary Deactivation and Termination. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 7 business days of email notification (or less as specified elsewhere in this Agreement) from the non-breaching party of the existence and nature of the breach. Notwithstanding the preceding, Pulsar Marketing may terminate this Agreement immediately upon notice for YOUR breach of Section 1(a), and/or 1(b), and/or 1(c), and/or 1(d), and/or 1(e), and/or 1(f), and/or 1(g). After the initial Term, this Agreement shall automatically renew for additional one year Terms although either party may terminate this Agreement without cause (a) during a renewal Term, upon 7 business days prior notice to the other party, or (b) notice of non-renewal 7 business days prior to the end of a Term. Either party may terminate this Agreement immediately if Pulsar Marketing changes, modifies or amends this Agreement, in whole or in part, pursuant to Section 10.6 and YOU do not agree with any such change, modification or amendment. Notwithstanding the foregoing, Pulsar Marketing may: (i) immediately deactivate YOUR Account(s) if YOU breach Sections 1, 3.4, 3.5, 4 and 7, (ii) deactivate YOUR Account(s) if YOU breach Section 3.3 as set forth therein, and (iii) deactivate YOUR Account(s) for any other breach of this Agreement upon YOUR failure to cure such breach. If this Agreement is terminated for YOUR breach, YOU shall not be eligible to enter into a new click-on ADVERTISER service agreement with Pulsar Marketing, and any attempt to do so shall be null and void. Upon termination of this Agreement, an outstanding debit balance shall be paid by YOU to Pulsar Marketing within 10 business days of the date of termination, and any outstanding credit balance shall be paid by Pulsar Marketing to YOU within 10 business days of termination of this Agreement, subject to amounts equivalent to pending Chargebacks (that shall be paid promptly if and when Pulsar Marketing has been able to recover such Chargeback amount from the relevant Publisher). Upon termination of this Agreement, any license or sublicense granted to YOU or by YOU under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all Links to Pulsar Marketing and FlatFeeSpectrum.com to be removed. Pulsar Marketing shall (a) inform YOUR Publishers that YOUR Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of deactivation), (b) stop distributing Links to YOUR Web site, and (c) request (or suggest, in circumstances of deactivation) that all Links placed by YOUR Publishers to YOUR Web site be removed from such Publishers' Web sites. No remedy or election shall be exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 6.3 Survival. The provisions of this Section and Sections 1, 3.5, 3.6, 5, 6.1, 6.2, 8.3, 8.4, 9, 10.3, 10.5, and 10.6 shall survive the termination of this Agreement. 7 Third Party Disputes. Should any third party or a Publisher that is not a member of YOUR Program dispute a party's right to Use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party's Web site, a party may, immediately upon notice, terminate this Agreement or, in the case of Pulsar Marketing, deactivate YOUR Account. A party's representations regarding the preceding may or may not be relied upon in the other party's decision whether to terminate this Agreement, or, in Pulsar Marketing's case, deactivate YOU. 8.1 Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other or YOUR Publishers liable for any of the consequences of such interruptions. You are responsible for the creation of your own advertisements, and are solely responsible for any errors, mistyping, incorrect URLs, etc, which you may have performed upon creating your advertisements. You are responsible for your own web site in which we direct traffic. Neither FlatFeeSpectrum.com nor Pulsar Marketing will be held accountable for any outages, errors, or other problems associated with your web site(s). If your web site is inoperable and/or unable to receive click-throughs to the URL you specified because of errors, DNS resolution issues, and/or server problems on your Client side, neither FlatFeeSpectrum.com nor Pulsar Marketing will be held liable, and any and all fees owed by you to us and our publisher affiliates shall be paid by you. 8.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge the licenses, and in the case of Pulsar Marketing, the technology that FlatFeeSpectrum.Com utilizes for the Network Service, do(es) not infringe a third party's (or the other party's) intellectual property rights. 8.3 Limitation of Liabilities. WITH THE EXCEPTION OF A PARTY'S INDEMNIFICATION OBLIGATIONS, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR Payouts PAID AND PAYABLE TO YOUR Publishers (IN THE AGGREGATE) BY Pulsar Marketing, ALL FEES PAID AND PAYABLE BY YOU TO Pulsar Marketing, AND INTEREST PAID AND PAYABLE BY YOU TO Pulsar Marketing DURING THE TERM OF THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A Publisher OR ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. 8.4 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) ADVERTISER ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S INFORMATION (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. 8.5 Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 8 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. 9 Indemnification. Each party ("indemnitor") shall defend, indemnify and hold the other party "indemnitee" harmless against all claims, suits, costs, damages and judgments incurred, claimed or sustained by third parties, including but not limited to Publishers, for the indemnitor's breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless. 10.1 Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement. 10.2 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. Certain provisions of this Agreement are intended to benefit each Publisher (also known as a "Publisher") intended to benefit under each such Publisher's Publisher Service Agreement (also known as a "Publisher Service Agreement"). YOU agree that YOUR rights under a Publisher's Publisher Service Agreement do not exceed the Publisher's duties, as YOUR rights are limited by any defenses, claims and rights a Publisher may have. YOU agree that YOUR consent is not necessary to modify any Publisher Service Agreement. 10.3 Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of Mississippi (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts in Gulfport, Mississippi, and, to the extent that federal courts have exclusive jurisdiction, in Jackson, Mississippi. YOU consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. Pulsar Marketing controls and operates its Web site from its offices in the U.S.A. and access or Use where illegal is prohibited. 10.4 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. 10.5 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. 10.6 Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. Neither party may assign this Agreement without the prior express written permission of the other party. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, Pulsar Marketing shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part (including without limitation the fees, charges and monthly minimums payable hereunder), by notifying YOU of such Change, by email, at least fourteen (14) days prior to the Effective Date of such Change; provided, however, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in event that YOU do not agree to such Change. YOUR Use of the Network Service is irrefutable acknowledgement by YOU that YOU have read, understood and agreed to each and every term and provision of this Agreement. Pulsar Marketing may establish from time to time rules and regulations regarding Use of the Network Service as published on the Network Service and such rules and regulations are incorporated herein. Contact Information: Pulsar Marketing 22272 Tootle Road Gulfport, MS 39503 228-832-5553