TERMS OF USE AND END USER LICENSE AGREEMENT

This Agreement (the “Agreement”) is made as of _______ ___, 2008 (the “Effective Date”)

by and between Map States doing business as Map Dentist, INC (“MD”), with offices at 2603 Main Street, Suite 1180, Irvine, CA 92614 , and ___________________(“Customer”), with an address of ________ ______________________________________. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth and intending to be legally bound, Map States, and Customer (each a “Party,” and collectively, the “Parties”) agree as follows:

Services and Term

Customer hereby engages MD to provide online advertising and directory services in connection with the world wide web.

ACCEPTANCE OF TERMS

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF MAPSTATES.COM, HEREINAFTER REFERRED TO AS "MD” CONTENT AND INFORMATION. YOU MUST AGREE TO THE TERMS AND CONDITIONS OF OUR WEBSITE TERMS OF USE AND END-USER LICENSE AGREEMENT, WHICH INCLUDES THE MD PRIVACY POLICY (COLLECTIVELY, THE "AGREEMENT"), AS WELL AS ALL OTHER POLICIES AND GUIDELINES INCORPORATED BY REFERENCE IN THIS AGREEMENT, BEFORE REGISTERING FOR, VIEWING OR USING MD’S WEBSITES AND/OR INFORMATION. THE AGREEMENT IS A BINDING AGREEMENT BETWEEN YOU AND MD.

MD,  offers a website directory product and service, through its website's. The information provided by MD through its own website and from third parties, and any other MD product or service is referred to collectively as the "Service." MD, is a California Corporation and is located at 2603 Main Street, Suite 1180, Irvine, CA 92614 .

BY REGISTERING FOR, VIEWING OR USING THE SERVICE, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT INDICATE YOUR ACCEPTANCE, AND DO NOT REGISTER FOR, VIEW OR USE THE SERVICE.

CHANGES TO THIS AGREEMENT

MD may change any of the terms and conditions contained in this Agreement, including the Privacy Policy and other policies and guidelines governing the Service, at any time in its sole discretion.

NOTICE OF MATERIAL CHANGES TO THIS AGREEMENT WILL MAILED TO YOU OR ON THE SERVICE BEFORE THEY BECOME EFFECTIVE. YOU ARE RESPONSIBLE FOR REVIEWING THE NOTICE AND ANY APPLICABLE CHANGES.

YOU AGREE THAT YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY CHANGES TO THIS AGREEMENT AND AFTER THE CHANGES TAKE EFFECT WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

IF YOU DO NOT AGREE TO FUTURE CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICE AFTER THE EFFECTIVE DATE OF SUCH CHANGES .

PROPRIETARY RIGHTS

Intellectual Property and Copyright Infringement Notice

The Service is controlled and operated by MD,  a California Corporation located at 2603 Main Street, Suite 1180, Irvine CA 92614. The Service, and all materials on the Service including code, images, text, illustrations, logos, audio and video files (collectively "intellectual property"), are protected by copyrights, trademarks, service marks, or other proprietary rights which are either owned by MD, or owned by other parties who have licensed their intellectual property to MD. The compilation (meaning the collection, arrangement, and assembly) of all materials on the Service is the exclusive property of MD and protected by U.S. and foreign laws and international copyright treaties. Material from the Service and from any other Service owned, operated, controlled, or licensed by MD may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Use or modification of MD intellectual property in any form, including but not limited to use on any other website or networked computer environment, without express written authorization is a violation of MD’S copyrights and other proprietary rights and is strictly prohibited.

Trademarks

MD, MAPSTATES.com and other MD logos, page headers, button icons, scripts, and service names are trademarks and/or trade dress of MD or its affiliates. None of MD's or its affiliates' trademarks may be used in connection with any product or service that is not MD's or its affiliates', in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits MD, or its affiliates.

Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; Indemnification

 A. Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to MD. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to MD. Customer will notify MD, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print advertising or the Internet Services. B. Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its print advertising or in the Internet Services and to appear under the heading classification(s) listed on the reverse side of this agreement. Customer agrees that it is responsible for ensuring that its print advertising and Internet Services comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that MD does not approve or endorse any of Customer’s products or services, whether or not identified in Customer’s print advertising or in the Internet Services. C. Customer agrees to indemnify MD (and its employees, affiliates and agents) against, and hold MD (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of MD, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by MD in the defense thereof, arising out of Customer’s breach or alleged breach of the foregoing representations and warranties.

Other Licenses

DISCLAIMER OF WARRANTY

YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF THE SERVICE IS YOURS AND YOURS ALONE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, MD AND ITS AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER MD NOR ANY OF ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (I) THAT THE SERVICE, INCLUDING ITS CONTENT, WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS OR MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, OR ERROR FREE; (II) THAT THE SERVICE WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, OR SECURE; (III) THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (IV) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY SUBMISSION, RECOMMENDATION, OR OTHER MATERIAL PUBLISHED OR ACCESSIBLE ON OR THROUGH THE SERVICE OR THE SITE; (V) THE AVAILABILITY FOR SALE, OR THE RELIABILITY OR QUALITY OF ANY PRODUCTS DISCUSSED, REVIEWED BY USERS OR REFERENCED USING THE SERVICE; (VI) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (VII) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE OR THAT THE SERVICE IS NO INFRINGING. MD  AND ITS AFFILIATES HEREBY DISCLAIM, AND YOU HEREBY WAIVE AND RELEASE MD AND ITS AFFILIATES FROM, ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES IN TORT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF MD OR ITS AFFILIATES. IF YOU PURCHASE A PRODUCT OR SERVICE REVIEWED BY ANOTHER USER OF THE SERVICE OR OTHERWISE AS A RESULT OF USING THE SERVICE OR ANY SUBMISSION, AND A DISPUTE ARISES BETWEEN YOU AND THE SELLER, YOU RELEASE MD AND ITS AFFILIATES, AND ANY OF ITS OR THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES, FROM ANY CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. YOU ACKNOWLEDGE AND AGREE THAT ANY OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION.

LIMITATION OF LIABILITY

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL MD OR ANY OF ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE SERVICE BY ANY PERSON, INCLUDING BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY INFORMATION AND CONTENT ACCESSED OVER THE SERVICE, (ii) ANY USE OR INABILITY TO USE THE SERVICE FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS FAILURE OR ANY OTHER FAILURE WITH TRANSMISSION OR DELIVERY OF ANY INFORMATION ACCESSED THROUGH THE SERVICE, OR (iii) ANY GOODS OR SERVICE DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE SERVICE, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Payment Terms

Customer agrees to pay for the Services as provided in the Agreement. In the event Customer has authorized payment to MD by automatic debit to Customer’s credit card or checking account, such authorization will remain in effect until 30 days following the later to occur of (a) expiration of Customer’s Term or (b) MD’s receipt of Customer’s written notice of termination of such authorization. The Agreement provides, for each term, a monthly maximum amount for charges to Customer’s account, subject to the provisions below. When Customer purchases a term, Customer authorizes MD to charge Customer, under the payment method agreed to by Customer and MD, the monthly maximum amount for each month of the Term. Customer understands that MD shall have the right to end all of Customer’s Advertising at any time when Customer has a debit balance with MD. If Customer’s  term does not fully exhaust Customer’s available balance in any month, the remainder will be credited to Customer’s account for the following month.

Automatic Renewal

 Customer understands that the term may renew automatically after expiration of the Initial Term on a month to month basis. Billing for automatic renewal Service is as follows: (i) if Customer is paying by automatic debit to credit card or checking account, Service budget will be charged to Customer’s credit card or checking account, and Service duration will be renewed, in monthly increments thirty (30) days prior to expiration of the then-current Service; (ii) Customer agrees to pay MD for advertising for any additional months after the Initial Term at the current undiscounted rates and pursuant to the then current terms and conditions unless Customer cancels their advertising, or MD cancels the advertising. 

Termination

(a)    IF I WISH TO CANCEL MY ADVERTISING FOR THE INITIAL TERM I MUST DO SO BY GIVING WRITTEN NOTICE TO MD AT MAP STATES, 2603 MAIN ST. SUITE 1180, IRVINE , CA. 92614 WITHIN 14 DAYS FROM THE DATE OF APPLICATION. IF A WRITTEN CANCELLATION NOTICE IS RECEIVED AFTER THIS DEADLINE, THE CANCELLATION WILL NOT BE EFFECTIVE UNTIL THE END OF THE INITIAL TERM.

(b)    IN THE EVENT I CANCEL MY ADVERTISING, I WILL REMAIN LIABLE FOR THE PAYMENT OF ALL CHARGES INCURRED THROUGH THE FINAL MONTH OF MY ADVERTISING.

(c)    MD MAY CANCEL ANY OR ALL OF MY ADVERTISING WITHOUT NOTICE AT ANY TIME IN ITS SOLE DISCRETION FOR ANY REASON, INCLUDING WITHOUT LIMITATION, IF MD CONCLUDES THAT: (I) I AM IN BREACH OF ANY TERM OF THIS AGREEMENT; (II) MY ADVERTISING MIGHT BE OBSCENE OR INDECENT; (III) MY ADVERTISING MIGHT VIOLATE A THIRD PARTY’S  INTELLECTUAL PROPERTY OR I AM A REPEAT INFRINGER, OR (IV) MY ADVERTISING MIGHT BE LEGALLY ACTIONABLE OR OTHERWISE OBJECTIONABLE FOR ANY REASON.

(d)    IF MD DETERMINES, IN ITS SOLE DISCRETION, THAT I HAVE VIOLATED ANY OF MY OBLIGATIONS UNDER, OR ANY OF THE RULES SET FORTH IN, THIS AGREEMENT, THEN MD MAY TEMPORARILY  AND/OR PERMANENTLY SUSPEND IT’S PROVISIONING OF, MY ACCESS TO AND/OR MY ABILITY TO USE MY ELECTRONIC ADVERTISING, IN WHOLE OR IN PART, WITHOUT PRIOR NOTICE. HOWEVER, IN NO EVENT WILL MD HAVE A CONTRACTUAL OBLIGATION TO UNDERTAKE OR REFRAIN FROM UNDERTAKING ANY PARTICULAR COURSE OF CONDUCT.

Advertising Content and Intellectual Property Rights

All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by MD in connection with any Advertising or Services will be the sole and exclusive property of MD, except for: (i) “Customer Content,” which means all content that Customer provides to MD, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that MD licenses from a third party content provider for use in connection with such Advertising or Service, including, without limitation, graphics, text and photographs (collectively, “Third Party Content”). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content (“Third Party Restrictions”). Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the “Publisher Schedules”). Customer acknowledges that Customer’s failure to comply with any MD’s Schedule may cause publication of Advertising or performance of Services to be delayed or refused and Customer agrees that MD will have no liability for any such delay or refusal. If MD determines, in the exercise of its sole discretion, that Customer has violated Customer’s obligation to comply with the MD Schedules, then MD may temporarily and/or permanently suspend its provision of, and Customer’s access to and use of, any Advertising and any web site developed or to be developed for Customer by MD, in whole or in part, without prior notice. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that MD may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that MD will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, or non-compliance with the Agreement. Notwithstanding such right, MD will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively liable therefore. MD makes no representation, warranty or guarantee, express or implied, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to MD a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for MD’s sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Advertising (or any derivative thereof); (ii) in connection with Publisher’s provision of Services; and (iii) in any MD marketing or promotional materials. Without limiting the generality of the foregoing, MD shall have the right (i) to sub-license to third parties any or all of the rights afforded to MD in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as MD may deem appropriate. MD and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above.

USER AND OTHER THIRD PARTY CONTENT

"Submissions" are postings authored by you or another user of the Service through, and/or uploaded to, MD's Services. You are responsible for anything you post in any Submission. All submissions must be accurate and truthful. You may not post in any Submission material that you know or reasonably should know to be false or materially misleading, or that is libelous, defamatory, obscene, vulgar, abusive, harassing, threatening, or otherwise objectionable, or that is solely commercial in nature, or that invades a person's privacy, infringes another person's intellectual property rights, or otherwise violates any law or regulation. MD is not responsible for, and does not represent or endorse the accuracy or reliability of, any opinion, advice, statement, recommendation or other information included in any Submission posted on the Service. Any reliance by you on any such opinion, advice, statement, recommendation or other information in a Submission shall be at your sole risk. You acknowledge that transmission to and from the Service is not confidential and your submissions may be read or intercepted by others. Without limiting the foregoing, MD retains the right but not obligation in its absolute and sole discretion to screen, edit, or delete any Submission or other content displayed, uploaded to, distributed, or otherwise published through the Service and to prevent or restrict access to the Service for any reason, including to purge submissions, or take any other action to restrict access to or availability of material.


ANTI-SPAM POLICY AND ACCEPTABLE USE

While we encourage you to refer friends, family, colleagues, and others to use the Service, you may do so only through methods that are consistent with the terms and conditions of your own Internet service provider as well as prevailing standards of acceptable Internet use and behavior. In particular, you may not use the Service, name, trademarks, or other intellectual property of MD in conjunction with the sending of unsolicited email, or cause to be used MD's equipment, network connectivity, or other resources to originate, deliver, relay, or otherwise transmit unsolicited email messages. You may not engage in any of these prohibited activities by using the service of any other provider, third-party agent, re-mailing service, or address forwarding service, in such a way that MD's network addresses or MD-hosted Web or email services are in any way identified as being associated with the sending of unsolicited email. Other prohibited methods of advertising or promoting your involvement with MD include multiple postings of messages to Usenet newsgroups, mailing lists, chat rooms (including IRC, AIM, ICQ, or other interactive chat services) or other online forums. Incidents of "spamming" or similar inappropriate behavior should be reported to MD's Webmaster via Email.


ACCESS TO MD SERVICE

To use the Service, you must provide all your own equipment to establish a connection to the Internet and provide for your own access, including paying any fees.

MD may change, suspend, terminate or discontinue any aspect of the Service at any time, including the availability of any feature, database, or content. MD may also impose limits on certain features or restrict your access to parts or all of the Service without notice or liability. Upon MD's determination, in its sole discretion, that you have violated this Agreement, the law, or any of the policies and guidelines incorporated in this Agreement, MD shall terminate your access to the Service without notice.


OTHER WEBSITES TO WHICH MD SERVICE LINKS AND/OR REFER

The world wide web changes constantly, and no technique can ever index all web pages. As a result, MD cannot guarantee the completeness or accuracy of the websites or URLs to which MD's Service link or refer. Further, the process of including websites in MD's Service is largely automatic. MD does not screen the websites included in the Service, and these other websites are maintained by persons over whom MD exercises no control. For these reasons, MD assumes no responsibility for the content of any website or URL included in the Service and is not responsible for errors or omissions or for offensive or objectionable content contained on any website or URL included in the Service.

Duration of Agreement

With respect to advertising in the Directories, the term of this agreement is equal to the issue period for each Directory. The issue period for each Directory is 6 months from date of publication. MD reserves the right to extend or reduce a Directory’s issue period by no more than six months. If the issue period of a Directory is extended, charges will be extended accordingly. Thereafter, this agreement will continue in effect with respect to the Internet Services until expiration of the agreement or either MD or Customer cancels. Any cancellation shall be in writing and shall be effective 5 business days after receipt.

Disconnection of Customer’s Phone Number or Termination of Internet Services

The change or disconnection of a phone number in an advertisement, or termination of Internet Services by Customer, will not release Customer from its obligations under this agreement.

Cancellation/Notices to MD

Customer may cancel this agreement three (3) days prior to the establishment of the Internet Services. With respect to the Web Reach services, Customer may cancel this agreement effective after the initial four (4) months of Web Reach services on twenty (20) days prior notice to MD. Customer shall give any written notice to MD required by this Agreement by certified mail, return receipt requested, reputable overnight courier or hand delivery, and notices will be deemed to have been given three (3) days after mailing, one (1) day after depositing with a reputable overnight courier, or on the day of delivery if delivered by hand. Any such notice shall be addressed to Customer Service,2603 Main Street, Suite 1180, Irvine CA 92614. Customer acknowledges that MD shall retain any deposit, which will be applied to any future print services or Internet Services purchased by Customer within two year from the date of this agreement. At the end of such two-year period, Customer will forfeit the deposit including any right to apply the deposit to future print services or Internet Services.

Force Majeure

MD shall not be liable to Customer for any failure of the Internet Services resulting from events beyond Publisher’s control, including fire, accident, acts of God, strike, power or telephone failure or the inability to obtain access to any web site included in the Internet Services

Successors and Assigns; Entire Agreement

Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of MD, and no such assignment shall relieve Customer of its liability hereunder.

Successors and Assigns; Entire Agreement

Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.

Collection Expense

 In the event Publisher refers Customer’s account to a collection agency or attorney due to a non-payment, Customer will be liable for all of Publisher’s costs and expenses incurred in connection with Customer’s non-payment, including, without limitation, court costs and reasonable collection of attorney fees up to 25% of the amount of the unpaid account balance (plus interest accrued thereon).

Sales Rep. Not Authorized to Make Changes

The sales representative of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.

Miscellaneous

 A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer ant that he or she is empowered to bind Customer to the term and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Rates include Sales Tax where applicable. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher.

Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder

ILLEGAL, UNAUTHORIZED, OR FRAUDULENT CONTENT OR ACTIVITIES

The Service may be used only for lawful purposes and in a lawful manner and in compliance with the Agreement including MD's policies and guidelines incorporated by reference in this Agreement. You agree to comply with all applicable laws and regulations. MD has the right, but not the obligation, to monitor any Submission, activity, and content associated with the Service. MD may investigate any reported violation of its policies and take any action it deems appropriate, including terminating your access to the Service without notice. Any of the following, without limitation, would be a violation of the Agreement and MD's policies and guidelines, and upon MD's determination, in its sole discretion, that you have engaged in any of the following, MD shall terminate your access to the Service without notice, and to the extent applicable, remove, or disable access to, any material that is in violation of the following or claimed to be infringing or to be the subject of infringing activity. Accordingly, you expressly represent, warrant and covenant that you shall not upload, post or transmit to or distribute or otherwise publish through the Service any materials which (i) restrict or inhibit any other user from using and enjoying the Service, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus or other harmful component, or (vi) constitute or contain false or misleading indications of origin or statements of fact. MD may report any activity it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. To cooperate with governmental requests, to protect MD's systems and users, to ensure the integrity and operation of MD's business and systems, or in response to subpoenas, court orders, or legal requirements, MD may access and disclose any information it considers necessary or appropriate, including user contact details, IP addressing and traffic information, posted content, and Web usage paths. By using the Service you expressly consent to the foregoing use and disclosure.


APPLICABLE LAW; JURISDICTION AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California and the Federal Arbitration Act, without giving effect to any principles of conflicts of laws, and you hereby consent to the personal jurisdiction of the state and federal courts of California .

ARBITRATION

You and MD agree any and all disputes and claims relating in any way to this Agreement (including the arbitrability of any claim or dispute and the enforceability of this paragraph), with the exception set forth in the next paragraph, shall be submitted to and resolved by means of confidential arbitration conducted in the State of California. The arbitration shall be conducted under the then prevailing Commercial Arbitration Rules of the American Arbitration Association (AAA). You and MD may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby excluded. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other current or former user of the Service, whether through class arbitration proceedings or otherwise. However, to the extent you have in any manner violated or threatened to violate YPBS's intellectual property rights, MD may seek injunctive or other appropriate relief in any state or federal court in the Commonwealth of Massachusetts , and you consent to exclusive jurisdiction and venue in such courts.


GENERAL PROVISIONS

Entire Agreement

This Agreement, which includes the MD’s Privacy Policy, constitutes the entire agreement of the parties with respect to the subject matter hereto and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter, hereof, oral or written.

Severability