Publisher Terms and Conditions Before applying for your BannerSpace account, please read this agreement carefully. Only click 'Agree' if you understand and agree with all of the conditions. Applications will be declined for sites that do not meet these terms. NOTICE: Only top quality sites will be accepted. Only professional quality sites will be accepted. Personal web pages, sites on free hosting services (ie geocities, tripod, aol, ect...), amateur appearing sites, and sites with little content other than advertising will be declined. The minimum traffic requirement is 3,000 impressions per day. Additionally, sites containing any of the following cannot be accepted: -Pornography/Nudity -Offensive or controversial subject matter -Hacking/Cracking/Software Pirating/Warez -Illegal Activity * Only sites in English will be accepted. Sites with less than 80% US based traffic may be asked to use special geo-filtering tags, provided by BannerSpace, or discontinue ad serving by Bannerspace QA staff. BannerSpace reserves the right to cancel any publisher account that falls below acceptable levels of US based traffic, which may vary from time to time depending on campaign targeting. 1. TERM. The term of this Agreement shall be perpetual but may be terminated without cause by either party upon 30 days written notice to the other party. BannerSpace may also terminate this Agreement immediately on such other intervals as are set forth in this Agreement or any applicable Insertion Order. 2. PAYMENT. Within 30 days of the end of each campaign month, or 3 days of receiving payment from the Advertisers, whichever occurs later, BannerSpace will pay Publisher, for any advertising placed on the Site within the campaign month. Checks for less the $100 will not be sent monthly, but rolled over to the next quarterly payment run. 3. COUNTABLE IMPRESSIONS. All paid advertising MUST go through Publisher's unique gateway and must be recorded by the BannerSpace ad server. Impressions are counted only for each unique user during a 2-minute period. In other words, not all attempted impressions are counted, including robots and multiple refreshes, reloads by the same browser within a 2 minute period, and incomplete requests. Impressions served through any link other than the BannerSpace Advertiser's must be pre-approved in writing by an authorized BannerSpace representative. 4. COUNTABLE TRAFFIC. All paid links MUST go through Publisher's unique gateway and must be recorded by BannerSpace's server. Clicks are counted only for each unique user during a 2-hour period. In other words, not all attempted clicks are counted, including robots and multiple clicks, reloads by the same browser within a 2-hour period, and incomplete requests. Clicks through any link other than BannerSpace's Advertiser's banners are strictly prohibited and are grounds for immediate termination. Artificially enhancing click results will be grounds for immediate termination without pay to Publisher. 5. CANCELLATION. BannerSpace has the option in its sole discretion to discontinue any advertising campaign or obligation under this Agreement, by giving three (3) days notice, either electronically or telephonically to the Publisher's authorized representative. If BannerSpace elects to discontinue any campaign or obligation under any Order, all subsequent unfulfilled contractual commitments, as set forth in the Insertion Order shall become null and void. In the event of a Publisher breach of the Terms herein, BannerSpace may discontinue serving advertising for Publisher immediately, without notice, and Publisher without any further obligation to Publisher. In the event that an Insertion Order for a specific campaign has conflicting language regarding cancellation, the Insertion Order shall prevail. 6. UNACCEPTABLE CONTENT. All pages on which advertisements are placed by Publisher, are subject to review and may be rejected for any reason by BannerSpace. The following reflect the types of content that BannerSpace will not accept: nudity/pornography, offensive or controversial subject matter, illegal activity of any kind, and hacking/craking/warez;. Publisher warrants that Publisher's site does not contain adult content (including pornographic images or links to sites with such images), hate material, inappropriate or offensive language, or language or other ("undesirable content"). If Publisher's site is found by BannerSpace to include any undesirable content, Publisher agrees to immediately cease running advertisements of any Advertiser if so instructed by BannerSpace. BannerSpace will then have the option of cancelling the campaign and any obligation under any Order without penalty. Furthermore, BannerSpace will be under no obligation to pay for any advertisements run on such Publisher's site. Publisher agrees to notify BannerSpace promptly of any changes in site architecture or content. Notwithstanding, BannerSpace reserves the right to place Advertisers' advertising materials on sites that contain adult content or other specific material if requested to do so by the Advertiser. In such instances, BannerSpace must approve of the site in writing prior to the placing of any advertising material on such site, and BannerSpace's approval shall be limited only to such advertising materials described in such approval. 7. PLACEMENTS OF AD BANNERS. BannerSpace banners will be placed only in prime locations on content pages and not grouped with more than two (2) other banners on a page. Publisher may only place the advertisements on the domain, or subdomains of the domain approved in the application, unless otherwise permitted by BannerSpace in writing. Banners may not be placed on pop-up windows or pages that automatically refresh, reload, or redirect visitors. Publisher agrees that the ad code will only be placed on the URL (and sub-URLs), in their account profile. Publisher may not place text instructing or encouraging visitors to click on the banner (other than that provided by BannerSpace) without written consent from BannerSpace Administration. Publisher may not use the ad code as a "default" for another ad network. BannerSpace ad code must be placed directly within the HTML of Publisher's web pages. Publisher agrees not to use the banner ads as part of a contest , email campaign, or any other money making opportunity. The use of robots or automatic redirect scripts is expressly prohibited and will be grounds for immediate termination of account and forfeiture of any due account balances. Publisher may not edit, modify, or otherwise change the BannerSpace HTML code without expressed written consent of BannerSpace. 8. SERVING OF ADVERTISEMENTS. BannerSpace will provide all advertising material to Publisher via servers at BannerSpace. BannerSpace shall provide to Publisher appropriate linking instructions to the BannerSpace ad servers displaying ad images and directing click-throughs. Publisher shall obtain the advertising materials from BannerSpace ad servers at the time of each impression. If Publisher is unable to obtain the advertising materials from BannerSpace ad servers on a consistent basis, Publisher shall stop requesting the advertising materials from BannerSpace ad servers and shall contact BannerSpace promptly but in no event more than four hours after the problem first occurs. Publisher shall not resume requesting the advertising materials from BannerSpace ad servers until BannerSpace directs Publisher to do so. 9. FRAUDULENT ACTIVITY. Publisher understands that any attempts to artifically inflate account statistics will result in immediate account termination and forfeiture of all amounts due to Publisher, including those which may not be related to the fraudulent activity. Prospective publishers who are applying to join with the intention of defrauding our system should be advised that Bannerspace has developed an extensive, multi-tiered security system that includes both passive and active software evaluations, and regular monitoring by our staff, to detect and flag any suspicious activity. BannerSpace reserves the right to withhold all payments to publishers suspected of fraudulent activity. BannerSpace will not send checks to a P.O. Box. Publisher must maintain an accurate and deliverable full street address, verifiable phone number, and confirmed email adderess, in order to receive payment checks. Free email accounts (eg yahoo, hotmail) are not permitted as a primary account email address. 10. PASSWORD AND CONFIDENTIAL INFORMATION. BannerSpace will never, under any circumstances, reveal Publisher's account information, including Publisher's email address, password, mailing address, telephone number, and name, to any party other than Publisher. Publisher agrees not to disclose the account password to anyone else and understands that BannerSpace cannot be responsible for damages that result from other parties' obtaining and using Publisher's password. 11. COUNTING. BannerSpace's ad server will be the official counter for all impressions clicks and actions. Clicks are defined as an occasion on which a user clicks on the Advertiser's ad banner directing him/her to the Advertiser's URL. Actions are defined as an occasion on which a user completes the Advertiser's desired activity (i.e., a sale, or completed form). BannerSpace will pay Publisher based on BannerSpace's count. If a discrepancy of greater than 10% exists in the count between the Publisher's and BannerSpace's ad servers, Publisher should contact BannerSpace within two business days. Publisher shall then have the right to audit BannerSpace's count. If such audit shows that a discrepancy in the count exists which is greater than 10%, the audit costs of the prevailing party will be paid by the nonprevailing party. 12. NON DISCLOSURE. Publisher agrees that they will not contact nor receive contact from any of BannerSpace Advertisers for any reason without expressed written consent of BannerSpace to do so. Publisher further agrees that they will not furnish any information relating to BannerSpace Advertisers, policies, or operations, to any other parties without written consent of BannerSpace. Contact or release of proprietary information, as described above, will be considered an attempt to unlawfully interfere with BannerSpace's contractual relationship with its Advertisers and in bad faith. This clause shall remain in effect for a period of twelve (12) months beyond the completion of any working relationship between BannerSpace and Publisher. 13. LICENSE. Publisher may not use the name of BannerSpace or Advertiser without prior written approval. BannerSpace reserves the right to monitor the display of Advertiser's advertisings on the Site. Publisher is granted a nonexclusive license to use the advertising materials only to the extent Publisher complies with the terms and conditions of this Agreement and any Orders. Any other use of the advertising materials is strictly forbidden and may result in such limited license be immediately withdrawn and may further result in Publisher being liable for damages for copyright infringement. Advertisers shall retain complete ownership rights to any ad materials they provide, and Publisher's license to display Advertiser's ads can be revoked at any time. If BannerSpace sends Publisher a request to remove any advertising materials provided by BannerSpace from Publisher's site, Publisher agrees to do so within three days of receiving BannerSpace's request. 14. TERMS REVISIONS. BannerSpace, at it's sole discretion, may update or revise these Terms and Conditions at any time. Upon such revision of Terms, the changes will be effective immediate, but no retroactively. 15. REPRESENTATIONS AND WARRANTIES. BannerSpace represents and warrants to Publisher that BannerSpace has the right to publish the content contained in the Ads. BannerSpace shall indemnify, defend and hold Publisher harmless from all losses, damages, liabilities, and costs (including reasonable legal fees and disbursements) and amounts agreed upon in settlement or awarded in connection with any claim, suit or proceeding alleging that any Ad violates the intellectual property rights of any third party or is obscene, libelous or otherwise violates the right of any third party. Publisher represents and warrants to BannerSpace that Publisher has the right to publish all editorial content on Publisher's Site(s), and that Publisher does and shall comply with all applicable laws and regulations, including, but not limited to. laws governing privacy and data protection. Publisher shall indemnify, defend and hold BannerSpace and its Advertisers harmless from all losses, damages, liabilities, and costs (including reasonable legal fees and disbursements) and amounts agreed upon in settlement or awarded in connection with any claim, suit or proceeding arising out of or related to Publisher's breach of its representations or warranties hereunder, or alleging that any editorial content on Publisher's site violates the intellectual property rights of any third party. 16. GOVERNING LAW.. Maryland state law applicable to contracts entered into in Maryland between Maryland residents shall govern this Agreement. In the event of litigation between the parties, the prevailing party shall be entitled to reasonable attorneys' fees in addition to other relief. The parties to this Agreement consent to exclusive jurisdiction of any such dispute to be had by the state or federal courts of the state of Maryland, with venue cited in Prince George's County. Any assignment, transfer or delegation by Publisher of its rights or duties hereunder without BannerSpace's prior written consent shall be void. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.