This Agreement (“Agreement”) between you (“you” or “Advertiser”) and AdMarketplace, a division of Conducive Corporation, and its affiliates (collectively, "AdMarketplace") consists of these AdMarketplace Terms and Conditions (the "Terms and Conditions"), the AdMarketplace Frequently Asked Questions (the “FAQs”), the AdMarketplace Privacy Policy (the “Privacy Policy”) the terms of any advertising campaign you submit or modify and any other terms and conditions or policies set forth on www.admarketplace.net (the “Site”) for access to and use of the AdMarketplace service (the “Service”), all of which are incorporated by reference.

If an individual is accessing the Service on behalf of a business entity, whether as an employee, consultant or agent of such business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. You or Advertiser shall refer both to the individual accessing AdMarketplace on behalf of a business entity, if any, and any such business entity itself. By accessing and using AdMarketplace, you agree to be bound by the terms and conditions contained in this Agreement.

READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR THE SERVICE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE OR THE SERVICE. BY ACCESSING THE SITE OR THE SERVICE, YOU INDICATE AND ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT.

Permitted Uses; Partner Sites. Subject to this Agreement, you may use the Site solely for the purpose of submitting your ads for products or services for inclusion in the Service. You agree that your ads submitted through the Service may be placed on (i) any web site owned or operated by AdMarketplace (an "AdMarketplace Web Site"), (ii) if you opt in to the syndication program described in the FAQs, on any web site owned by a third party (a "Partner") with which AdMarketplace has an agreement to place advertisements on your behalf ("Partner Site"). Unless otherwise agreed to in writing by AdMarketplace, AdMarketplace reserves the right, in its sole discretion, to immediately and without notice reject, remove, modify, suspend or restrict any ad submitted by you, without your consent, to comply with any policy of AdMarketplace or any Partner Site, or as otherwise determined by AdMarketplace to protect its interests. The Partners may also have certain rights allowing them to reject, modify or withdraw ads placed under this Agreement. Neither AdMarketplace nor any Partner shall have any liability to you as a result of exercising such rights.

Prohibited Uses of the Service. AdMarketplace strictly prohibits using the Service or any Partner Sites to:

(i) generate, manipulate or other produce or induce fraudulent impressions of or fraudulent clicks on Advertiser's ads or third-party ads or web sites, including but not limited to using scripts, spyware, robots or other automated tools and/or computer generated search requests, and/or the fraudulent or deceptive use of other search engine optimization services and/or software;

(ii) include content in ads, or use the Service in any way, which violates or infringes upon the intellectual property, personal or proprietary rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets or confidentiality obligations;

(iii) include content in ads which may be threatening, libelous, defamatory, obscene, scandalous or inflammatory or that could otherwise violate any other applicable law;

(iv) include content in ads which may be false, misleading or deceptive;

(v) advertise goods or services that are illegal in any jurisdiction where the ad is displayed;

(vi) advertise goods or services in any way that violates any policy posted on the Site or any Partner Site;

(vii) resell the Service to any third party; or

(viii) engage in any other illegal or fraudulent business practice under the laws of any jurisdiction where you are located or the ad is displayed or any other conduct that AdMarketplace or any Partner determines may otherwise result in legal liability.

You may not include links to any web site as part of your ad unless the content found at such web site is relevant to the keywords approved for your ad. You may not run multiple ads linking to the same or similar web site on the same search results page.

Prohibited Uses of the Site: You may not use spiders, robots or other automated data mining techniques to catalog, download, store or otherwise reproduce or distribute information available on the Site without our prior consent. You may not take any action to interfere with the Site or the Service or any other user's use of the Site or the Service, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Site or the Service. You may not frame portions of the Site within another web site or establish links from any other web site to any page of the Site other than the home page.

Passwords: AdMarketplace shall authorize IDs and passwords at its discretion. Upon requesting a password, you may be required to provide information regarding you or your organization. The ID and password authorized should be safeguarded at all times and not shared with any other party. Upon a change of the responsible personnel in possession of an ID and password, it is your responsibility to immediately contact AdMarketplace to update or change passwords or information in your profile. AdMarketplace may, from time to time, monitor the logon times and usage under each ID for the purpose of verifying that you are the sole holder and user of the ID and to verify compliance with this Agreement. To the extent any party under the reasonable control of you gains access to the Service through use of the ID or by circumventing AdMarketplace’s security systems, you shall be liable to AdMarketplace for all such use, including payment of any fees and liability for the content, display or use of any ads. AdMarketplace retains the right to suspend or revoke IDs at any time for a violation or potential violation of this Agreement.

Limited License: AdMarketplace hereby grants you a limited, non-exclusive, nontransferable license to use the Site on one computer at a time, for your own internal business purposes and solely to participate in the Service with the intention of placing ads. In no event may you modify or create derivative works based on the Site or the Service or any part thereof. All rights not specifically licensed to you hereunder are retained by AdMarketplace.

Proprietary Rights: The Site, the Service, and everything incorporated or used in connection with the Site or the Service, including but not limited to software, designs, graphics, text, methods, processes, technology and other intellectual property, are owned, or authorized for use, by AdMarketplace. By accessing the Site or using the Service, User acknowledges such rights. Except as expressly permitted in these Terms and Conditions, you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any part of the Site or the Service without the prior written consent of AdMarketplace. AdMarketplace is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to AdMarketplace without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information.

Communications Solely With AdMarketplace. Even if your ads are placed on Partner Sites, you agree to communicate solely with AdMarketplace regarding your ads, and agree not to contact any Partner regarding your ads which may appear on the Partner Site. While AdMarketplace may have a business relationship with Partners, AdMarketplace is an independent contractor to the Partners and is not a legal partner of, nor is it able to control the business practices of, the Partners.

Privacy and Data Collection: AdMarketplace does not collect personally identifying information from advertisers unless those advertisers have voluntarily given such information to AdMarketplace (for example, when registering to become an AdMarketplace advertiser or when sending us an e-mail or other submission). For further information about how we use information collected from you, please view our Privacy Policy. If you have entered into another agreement with AdMarketplace (such as an Affiliate Agreement or an Advertiser Agreement), then you may be subject to additional or different provisions regarding privacy and data collection. Except as expressly set forth in the Privacy Policy, you should consider any communication that you transmit to AdMarketplace (such as data, questions or answers, comments, or suggestions) as non-confidential.

Ad Responsibility. You are solely responsible for the selection of all "Targeting Criteria" (such as any keyword, category or other targeting mechanism), for the content and integrity of your ads, including URL links and for all web sites linked to your ad, including all transactions consummated through such web sites. AdMarketplace may, but is under no obligation, to review or screen the content of any ad or the use of any Targeting Criteria by you.

Termination; Cancellation. AdMarketplace may at any time, in its sole discretion, with or without cause, immediately terminate this Agreement, or cancel or suspend any ads or your use of any Targeting Criteria. AdMarketplace will make reasonable efforts notify you via email of any such termination or cancellation, but shall not be liable in any manner for its failure to do so. In the event this Agreement is terminated as a result of your breach of this Agreement, you acknowledge that AdMarketplace shall be under no obligation to refund to you any pre-paid or unused portions of your budget. You may cancel or delete any ad and/or terminate this Agreement with respect to such ad by canceling or deleting all ads, with or without cause at any time, via your account by changing the end dates of such ads to your desired cancellation date or by deleting the ads you no longer wish to run. A cancelled ad may continue to run for up to 1 business day before such cancellation takes effect. Upon cancellation of any ad or termination of this Agreement for any reason, you shall remain liable for any amount due for clicks already delivered or for clicks on any ads through the date such cancellation or termination takes effect.

Payment. You agree to pay all applicable charges under this Agreement or as set forth on any form on the Site, including any applicable taxes or charges imposed by any government entity. AdMarketplace shall proceed to charge your credit card based upon your stated budget. If you increase your budget, you authorize AdMarketplace to automatically charge your credit card without prior notification or obtaining additional authorization. Please note that we do not accept debit cards for any automatic payments. AdMarketplace may change its pricing policies at any time, provided that any spending limits that you have set in your account shall only be modified by you. If you dispute any charge made by AdMarketplace in connection with the Service, you must notify AdMarketplace in writing within sixty (60) days of any such charge stating, with specificity, the nature of such dispute. Failure to so notify AdMarketplace shall result in your waiver of any claim relating to such disputed charge. Charges shall be calculated solely based on records maintained by AdMarketplace. No other measurements or statistics of any kind shall be accepted by AdMarketplace or have any effect on pricing terms or decisions under this Agreement. You will be responsible for all reasonable expenses (including attorneys' fees and costs) incurred by AdMarketplace in collecting unpaid amounts under this Agreement.

Representations and Warranties. You represent and warrant that (i) all information provided by you to AdMarketplace to enroll in the Service, or otherwise in connection with any ad, posting or other communication is correct and current, (ii) you shall not forge or mask your true identity, or the provider of any goods or services, in any ad, posting or other communication, (iii) you hold all rights or have been granted all necessary approvals and authorizations to permit AdMarketplace and any Partners to use, reproduce, display, transmit and distribute your ads and (iv) use of your ads by AdMarketplace or Partners will not violate any law, rule, regulation or rights of any third party, including but not limited to, copyrights, trademarks, patents, trade secrets, confidentiality obligations or rights of publicity or privacy.

No Guarantee. AdMarketplace makes no guarantee regarding the levels of impressions or clicks for any ad on the AdMarketplace Web Sites or Partner Sites or the availability of any Targeting Criteria. AdMarketplace may offer the same Targeting Criteria to more than one advertiser.

No Warranty. While AdMarketplace makes reasonable efforts to ensure that the Service operates as intended, the Service is dependent upon the Internet and other services and providers outside of the control of AdMarketplace. By using the Service, you acknowledge that AdMarketplace does not and cannot guaranty that the operation of the Service will be uninterrupted, error free or that the Service and the information it stores will be entirely free from viruses, hackers, intrusions, unscheduled downtime or other failures. You expressly assume the risk of such problems by using the Service. the site and the service, including all software, content, operations and materials, are provided "as is". except as specifically set forth herein, admarketplace makes no representations or warranties of any kind whatsoever for the operation of the service. further, admarketplace disclaims any express or implied warranties, including, without limitation, non-infringement, title, merchantability, fitness for a particular purpose and any warranties arising out of course of dealing, usage or trade.

Limitations of Liability. in no event will admarketplace be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether or not admarketplace has been advised of the possibility of such damages. in no event shall admarketplace’s liability for any direct damages exceed the amounts actually paid by you to admarketplace and retained by admarketplace as its commission in connection with the service during the most recent six (6) months. You acknowledge that AdMarketplace has entered into this Agreement relying on the limitations of liability stated herein and that AdMarketplace would not offer you the Service without those limitations, which are an essential basis of the bargain.

Your Obligation to Indemnify. You agree to indemnify, defend and hold harmless AdMarketplace and Partners, including their respective employees, directors, officers, agents, representatives and affiliates, from and against any and all claims, demands, liabilities, costs or expenses, including reasonable attorney’s fees and costs, arising from, or related to, any breach by you of this Agreement or any applicable law or your ads as submitted to the Service.

Changes: All information posted on the Service is subject to change without notice. Your continued access of the Service after such changes conclusively demonstrates your acceptance of those changes.

Severability: If any part of this Agreement shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of this Agreement and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.

Waiver; Remedies: The failure of AdMarketplace to partially or fully exercise any rights or the waiver of AdMarketplace of any breach of this Agreement by you, shall not prevent a subsequent exercise of such right by AdMarketplace or be deemed a waiver by AdMarketplace of any subsequent breach by you of the same or any other term of this Agreement. The rights and remedies of AdMarketplace under this Agreement shall be cumulative, and the exercise of any right or remedy shall not limit a right to exercise any other right or remedy hereunder.

Third Party Beneficiary; Assignment. Each Partner is an intended third party beneficiary under this Agreement, and shall have, without limitation, the right to enforce any terms and conditions directly against you. AdMarketplace may assign all, or any part of, its rights or obligations under this Agreement to a third party without your prior consent. This Agreement shall inure to the benefit of AdMarketplace’s successors and assigns.

International Access: Our Site and Service are provided from the United States of America and all servers which make them available reside in the U.S.A. The laws of other countries may differ regarding the access and use of this Site or functions available through the Service. We make no representations regarding the legality of this Service in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.

Governing Law: The laws of the State of New York shall govern this Agreement. YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK.

Digital Millennium Copyright Act ("DMCA") Notice: Materials may be made available on the Site, or via the Service, by third parties not within the control of AdMarketplace. We are under no obligation to, and do not, scan ads sent through the Service for the inclusion of illegal content. However, we respect the copyright properties of others. It is our policy not to permit materials known by us to be infringing to remain on the Site or the Service. You should notify us promptly if you believe any materials on the Site or the Service infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue, including, where applicable and technically possible, removing or disabling access to materials claimed to be infringing or by removing or disabling access to such materials. Our designated agent (i.e. proper party) to whom you should address any DMCA notice to is: Adam Epstein, Conducive Corporation, 55 Broad St 23rd Floor, New York, New York 10004, info@AdMarketplace.net.

Questions: Should you have any questions regarding this Agreement you may contact us at info@admarketplace.net.