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Terms of Acceptance: 1. We Guarantee you will retain exclusive rights to these Terms above for 12 months from this purchase date. You will have the first right of renewal on the anniversary date at the same price as per this agreement. I understand and agree all sales are final. There are no refunds. 2. By Submitting this form to TopAdWords you are confirming that you are the authorized representative of your company and have read and agree to the Terms and Conditions. I accept the charges indicated above and authorize TopAdWords, Inc to collect those charges by means of: Wire Transfer or Company Check. Advertiser Registration: Terms and Conditions THESE TERMS AND CONDITIONS ARE A BINDING AND VALID LEGAL AGREEMENT BETWEEN (1) ADVERTISER AND ITS AGENCY (COLLECTIVELY, “ADVERTISER”) AND (2) TopAdWords. (“TopAdWords”). THESE TERMS AND CONDITIONS, INCLUDING THE TERMS OF THE ADVERTISER GUIDELINES AND THE SPECIFIC TERMS OF EACH INSERTION ORDER SIGNED BY BOTH ADVERTISER AND TopAdWords AGENTS/RESELLER, SET FORTH THE ENTIRE AGREEMENT (“AGREEMENT”) BETWEEN ADVERTISER AND TopAdWords. IF AN ADVERTISEMENT IS SUBMITTED BY AN AGENCY, THE AGENCY REPRESENTS AND WARRANTS THAT THE ADVERTISER ON WHOSE BEHALF THE ADVERTISEMENT IS SUBMITTED HAS AUTHORIZED AGENCY TO REPRESENT SUCH ADVERTISER WITHIN THE SCOPE OF THIS AGREEMENT AND SUCH ADVERTISER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO PAYING TopAdWords FOR ADVERTISEMENTS DELIVERED PURSUANT TO THIS AGREEMENT. PLEASE READ THIS AGREEMENT, THE ADVERTISER GUIDELINES AND ANY RELEVANT INSERTION ORDERS VERY CAREFULLY. NOTE: KEYWORD TARGETED BANNER ADVERTISEMENT is a service wholly owned and operated by TopAdWords. KEYWORD TARGETED BANNER ADS STANDARD TERMS AND CONDITIONS 1. Display of KEYWORD TARGETED BANNER Advertisement. Advertiser agrees that TopAdWords may display the advertisement Advertiser places in the KEYWORD TARGETED BANNER display ads (the “Advertisement”) on the TopAdWords Network through the KEYWORD TARGETED BANNERS Service and its affiliated sites on which TopAdWords places KEYWORD TARGETED BANNER advertisements (the “Service”) during the Contract Period. TopAdWords Network contains computers, which received/installed upgrade/plugin/download from TopAdWords or one of it’s affiliates. The “Contract Period” is the period defined in the KEYWORD TARGETED BANNER interface or such earlier time as Advertiser’s account balance is exhausted or expiration date has occurred. “Advertisement” may include all text, titles, descriptions, graphics, audio, video, flash, keywords, keyword phrases, negative keywords (keywords that if included in the search will cause the Advertisement not to be displayed), categories and topics and targeting (“Targets”) as well as the web sites to which an advertisement is linked. Advertiser will deliver and will be solely responsible for providing to TopAdWords a URL that is relevant and contains all of the text, pictures, graphics, sound, video, programming code and other data which TopAdWords will use to comprise the text, graphic or html listings, files or otherwise that Advertiser intends to have displayed on the Service. Advertiser hereby grants to TopAdWords a non-exclusive, royalty-free, worldwide right and license by all means and in any media to use, reproduce, distribute, modify for technical purposes, publicly perform, publicly display and digitally perform such Advertisement and all its constituent parts. TopAdWords will not change the Advertisement without Advertiser’s approval unless such change is necessary to conform to TopAdWords Advertiser Guidelines or to the requirements imposed by TopAdWords publishers with regards to size, text or other limitations which may crop, shorten or otherwise alter the Advertisement. These alterations are not system wide and only apply to the specific publisher page which imposed said restrictions. Advertiser agrees to direct all communications regarding the Advertisements to TopAdWords and not to the owners or operators of the web sites on which the Advertisements are placed (“TopAdWords Affiliates”). 2. Non-Refundable. The Advertiser agrees and acknowledges that TopAdWords’s has non refundable policy on all Advertising Services. 3. Cancellation; Termination. This agreement is non cancelable. All advertising will remain in effect for a period of 12 consecutive months from start of service, and is renewable at the anniversary date thereof. You have first right of renewal of this contract at the same cost that you paid as per this agreement. THERE WILL BE NO PRICE INCREASE. 4. Usage Statistics. TopAdWords will provide Advertiser with usage statistics in a format determined solely by TopAdWords. Advertiser acknowledges that usage statistics provided by TopAdWords are the official, definitive measurements of TopAdWords’s performance on any delivery obligations. No other measurements or usage statistics (including those of Advertiser or a third party ad server) shall be accepted by TopAdWords or have bearing on this Agreement. TopAdWords MAKES NO GUARANTEES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY USAGE STATISTICS PROVIDED TO ADVERTISER. 5. Indemnification. Advertiser will defend, indemnify and hold harmless TopAdWords and the TopAdWords Affiliates and all of their directors, officers, employees and agents harmless, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorney’s fees) arising out of or alleged to arise out of, or in connection with TopAdWords’s display of the Advertisement, including without limitation, use of the Targets, as well as any breach or alleged breach by Advertiser of its representations, warranties, and/or obligations pursuant to this Agreement. The foregoing obligation is conditioned on the party seeking indemnification; (I) giving Advertiser notice of the relevant claim, (ii) reasonably cooperating with Advertiser at Advertiser’s expense, in the defense of such claim, and (iii) giving Advertiser the right to control the defense and settlement of any such claim, except that Advertiser shall not enter into any settlement that affects the indemnified party’s rights or interest without the indemnified party’s prior written approval. The indemnified party shall have the right to participate in the defense at its expense. In the event Advertiser fails to defend and/or indemnify the indemnified party, the indemnified party has the right to defend or settle any claim on its own behalf though counsel of its own choice, and be fully reimbursed by the Advertiser for all costs and expenses of such defense. 6. Mediation: Any disputes arising from this agreement will be settled by third party mediation in the county of Ventura , in the state of California . This Agreement sets forth the entire agreement between the parties relating to the subject matter hereof. Any amendment or modification to this Agreement must be in a writing signed by both parties.

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