This Agreement is entered into by and between FillCentersUSA.com and you, subject to terms and conditions below. You and Your mean Advertiser the identity of which shall be incorporated herein by reference. GENERAL: Allocation of advertising inventory on the FillCentersUSA.com is on a first-come, first-served basis. Advertising will be run on the site or group of sites for the time period selected, provided that all ads have been approved by FillCentersUSA.com prior to the campaign start date. All creative material is subject to FillCentersUSA.com review and FillCentersUSA.com reserves the right to, in its sole discretion, refuse any creative materials Inconsistent with FillCentersUSA.com Network content standards. PAYMENT: Initial payment is due at the time an order is placed. Subsequent payments will be charged on a monthly basis for the duration of the campaign. FillCentersUSA.com reserves the right to collect from advertisers, their agencies or their agents such monies as are due and payable, including any collection costs and attorney fees. The advertiser assumes full responsibility for paying for the ad. PERFORMANCE: FillCentersUSA.com agrees to use commercially reasonable efforts to process and place Your ads onto FillCentersUSA.com and at those prices designated in AdVariant. Further, FillCentersUSA.com use commercially reasonable efforts to fulfill delivery of all contracted campaigns under this agreement, but makes no performance guarantees of any kind, expressed or implied. CANCELLATION POLICY: Requests to cancel an active campaign must be submitted in writing (email is acceptable) by the user associated with the account. Campaigns will be discontinued once the cancellation request has been processed. RIGHT TO REFUSE: At any time, at its sole discretion, FillCentersUSA.com may refuse to run or discontinue running Your ad(s), for any reason including without limitation, if FillCentersUSA.com judges that Your ad(s) do not meet FillCentersUSA.com content standards, would be potentially actionable, or would endanger the relationships between FillCentersUSA.com and the Web sites. Upon such refusal, FillCentersUSA.com shall refund all unearned monies you may have pre-paid. This right to refuse an ad does not constitute endorsement of any ad that is accepted by FillCentersUSA.com , nor does it constitute a warranty that FillCentersUSA.com will continue to run an ad once accepted. REPORTING: FillCentersUSA.com will provide You with standard reporting online and will supply you with an account and password to monitor campaign performance. INTELLECTUAL PROPERTY RIGHTS: FillCentersUSA.com, the ad templates offered by FillCentersUSA.com , and the underlying code, as well all intellectual property rights therein, remain the exclusive property of FillCentersUSA.com and its licensors, and FillCentersUSA.com owns all rights, title and interest thereto. UNAUTHORIZED USE OF FillCentersUSA.com: You shall not access or attempt to access FillCentersUSA.com except in accordance with this Agreement. In the event of any unauthorized access to FillCentersUSA.com or any part thereof, including but not limited to attempts to bypass any part of FillCentersUSA.com, FillCentersUSA.com may take immediate steps to terminate Your further access to FillCentersUSA.com, and You shall promptly pay to FillCentersUSA.com such amounts as necessary to rectify Your unauthorized use. NO WARRANTIES AS TO PERFORMANCE: FillCentersUSA.com makes no representations, warranties or guarantees as to the level of sales, purchases, clicks, sales leads or other performance You can expect from these ads. You acknowledge that you are not relying upon any such representations, warranties or guarantees. YOUR REPRESENTATIONS: In supplying information to be included in Your ad, You represent and warrant that a) You are solely responsible for this information, and b) You have full right and title to all information supplied in your ad, and c) You are not infringing any copyrights, trademarks, service marks, trade names, trade secrets, licenses or other proprietary intellectual property, d) You are not committing libel, defamation, or breach of confidentiality, and e) You are not violating any local, state or federal law, including without limitation any law requiring licensure or governmental permission for your advertisement(s). INDEMNIFICATION: You agree that you are responsible for paying any claims or damages that may arise from third parties as a result of Your ad, and that running ads shall be at your sole risk. You will indemnify and hold FillCentersUSA.com and Web Sites harmless from any fees, liabilities, claims, losses, damages, judgments or penalties (including FillCentersUSA.com reasonable attorneys fees and expenses) including but not limited to claims of libel, defamation, breach of confidentiality, payment of copyright royalties, intellectual property royalties, or damages or liabilities resulting from actual or alleged infringement, as a result of running your advertisement. This provision shall survive termination of this Agreement. DISCLAIMER OF WARRANTIES: FillCentersUSA.com and you agree that this is an Agreement for services and is therefore not subject to the Uniform Commercial Code. THE SERVICES PROVIDED HEREIN ARE PROVIDED ON AN AS IS BASIS. FillCentersUSA.com DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE ADVERTISING SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY OF INFORMATION, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. LIMITATION OF LIABILITY: FillCentersUSA.com shall have no liability as a result of performance under this Agreement for Internet disruption, interrupted service, errors or delays in providing the service, levels of use or impressions, loss of data, failure to provide requested Network subject channels, failure to meet your requirements, loss of brand equity or goodwill as a result of your ad appearing on certain Web Sites, or other injury, damage or disruption to you. YOU AGREE THAT FillCentersUSA.com SHALL NOT BE RESPONSIBLE FOR INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUES OR THIRD PARTY CLAIMS, EVEN IF FillCentersUSA.com IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any breach or claimed breach, FillCentersUSA.com liability, and Your sole remedy, shall be limited to a refund of unused monies paid to FillCentersUSA.com, provided that such refund shall not give rise to or constitute an admission of liability. MISCELLANEOUS: This is the entire Agreement between You and FillCentersUSA.com , and supersedes any other agreements, oral or written. This Agreement may be changed at any time. Activation of a campaign shall constitute full acceptance of this Agreement just as though you signed an original copy of it. You and FillCentersUSA.com are independent contractors and no partnership or agency relationship is hereby created. For any action arising under this Agreement, You and FillCentersUSA.com hereby consent to the exclusive jurisdiction of the state courts of Maricopa County, Arizona. This Agreement shall be interpreted under the laws of Arizona. Waiver by either party of a breach or right hereunder shall not constitute waiver of any other or subsequent breach or right. If a court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. FillCentersUSA.com shall not be in default or otherwise liable for any delay or failure in its obligations hereunder that result from force majeure circumstances beyond its reasonable control, including without limitation any delay or non-performance due to Acts of God, civil unrest, strikes or labor disputes, acts of any government body, the elements, or other cause beyond the control of FillCentersUSA.com.