Terms and Conditions for Marketers

These Terms and Conditions for Marketers (this "Agreement") govern your use of the Network (defined below) as a Marketer.  Both "Marketers" and "Media Outlets" use the Network.  "Marketers" are businesses that create and manage Ad Campaigns (defined below) using the Network.  "Media Outlets" are Internet, television, radio, print, telephonic, and other online or offline media businesses that provide or facilitate the provision of media inventory in the preceding applicable media categories for Ad Campaigns using the Network. 

1. Acceptance of Agreement.  This Agreement is between you and PIRevenue, Inc., doing business as "As Seen Everywhere" ("PIRevenue" or "we").  You agree to this Agreement by (a) using the site (defined below) or the Network and/or (b) clicking a box that indicates you agree to this Agreement, where such a box is made available to you.
   
2. Definitions.  For purposes of this Agreement, in addition to the bold capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings given to them below.  All capitalized terms not defined in these Terms and Conditions for Advertisers have the meanings given in the associated Insertion Order(s).
   1. "Ad" or "Advertisement" means Internet, television, radio, print, telephonic, or other online or offline advertisement formats available and supported on the Network.
   2. "Ad Campaign" means the implementation of strategies and tactics using the Advertisements created by a Marketer using the Network, distributed to and for which a Media Outlet provides inventory using the Network.
   3. "Intellectual Property Rights" means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, and all other intellectual property rights and associated goodwill.
   4. "Network" means PIRevenue's proprietary system and related tools and services that enable a Marketer to create an Ad Campaign, distribute Ads through the Network, and to manage and administer the foregoing.
   5. "Term" has the meaning given in Section 12.
   6. "Site" means the website or websites used to access the Network.
3. Use of the Network.
   1. You agree to use, and PIRevenue agrees to make available, the Network during the Term in order to select and execute on Ad Campaigns created by Marketers according to the terms and conditions of this Agreement.  As between you and PIRevenue, you shall be solely responsible for the selection of  all Ads, the placing of or facilitating the placement of Ads through the Network and responding to inquiries in connection therewith.
   2. PIRevenue hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, right and license during the Term to access and use the Network solely in accordance with PIRevenue's usage requirements, as such usage requirements may be specified by PIRevenue from time to time, and the terms and conditions of this Agreement.
   3. Except as set forth in this Agreement, you agree not to (a) reproduce or distribute the Network, or any portion thereof; (b) use or authorize use of the Network for any purpose not specified in this Agreement; (c) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the Network or access thereto; or (d) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Network or any portion thereof, or attempt to do any of the foregoing.
   4. Except to the extent set forth herein, (a) PIRevenue does not grant to you any other license, express or implied, to PIRevenue's Intellectual Property Rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other party.  PIRevenue expressly reserves all Intellectual Property Rights not expressly granted hereunder.
   5. You are responsible for your use of the Network, and for any use of the Network made using your account.  You may not use the Network to: (a) violate any law or regulation; (b) violate or infringe other people's Intellectual Property Rights or privacy, publicity, or other legal rights; (c) transmit anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable; (d) transmit any malicious or unsolicited software; (e) stalk, harass, or harm another individual; (f) impersonate any person or entity, or misrepresent your affiliation with a person or entity; (g) use automated methods to use the Network in a manner that sends more requests to the PIRevenue servers in a given period of time than a human Network.
   6. You shall create and make available to Media Outlets the terms and conditions applicable to your Ad Campaigns ("Marketer's Terms and Conditions"), as permitted by the Network.  If accepted by a Media Outlet, compliance with the Marketer's Terms and Conditions is solely your responsibility.  The Marketer's Terms and Conditions shall apply only with respect to your relationship with that particular Media Outlet or Ad Campaign.
4. Availability of Network.  You agree that from time to time the Network may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which PIRevenue may undertake from time to time; or (c) causes beyond the control of PIRevenue or which are not reasonably foreseeable by PIRevenue, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of one or more Media Outlet websites, Network congestion or other failures.  PIRevenue shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control ("Force Majeure Events"), whether or not foreseeable.  Such Force Majeure Events include adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, boycott, war, revolution, civil commotion, act of public enemies, labor unrest (such as strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, licenses, software or repairs thereof, acts or omissions of the other party, and acts of God.  PIRevenue's ability to perform its obligations under this Agreement is dependent upon the availability of equipment and services from third parties ("Vendors") with whom we have contracted for the provision of telecommunications, Internet, and other equipment and services used in connection with the Network.  You agree that PIRevenue shall not be in breach of its obligations to you hereunder if PIRevenue is prevented from performing such obligations by reason of the breach or other failure by any such Vendor to perform its obligations to PIRevenue.
5. Ownership; Software.  PIRevenue owns or licenses the content available on or through the Network, including all Intellectual Property Rights associated therewith ("Network Content").  PIRevenue also owns or licenses the PIRevenue trademarks, corporate names, trade names, domain names, logos and service marks ("Marks").  You are not permitted to use the Network Content or Marks without the prior written consent of PIRevenue.  The Network Content and Marks are protected under U.S. and international laws.  The platform and software (the "Software") upon which the Network is provided to you are licensed to PIRevenue by RingRevenue, Inc. ("RR").  By agreeing to this Agreement, you are also agreeing to be bound by RR's Terms of Service and Privacy Policy ("RR License Terms and Policy") currently available at http://www.ringrevenue.com/terms_of_service and http://www.ringrevenue.com/privacy_policy, respectively.  The RR License Terms and Policy may be changed by RR from time to time; and it is your responsibility to ensure you are familiar with the current RR License Terms and Policy.  In the event you do not want to agree with any current or future terms in the RR License Terms and Policy, your only option shall be to immediately discontinue your use of the Network.  Your continued use of the Network at any time constitutes your acceptance of the RR License Terms and Policy and acknowledgment of your obligations described therein.  If there is any conflict between the RR License Terms and Policy and this Agreement, the RR License Terms and Policy shall prevail.
6. Modifications to the Network.  PIRevenue reserve the right to terminate or modify individual features of the Network from time to time with or without notice.  We may, in our sole discretion, determine the extent, if any, to which any such modifications may impact the fees charged for using the Network, but we shall not have any obligation to adjust the fees by reason of any such modifications.  PIRevenue shall not be liable to you or any third party should we exercise our right to modify or terminate the Network or any feature of the Network.
7. Ad Specifications.  You agree that the Ads you place through the Network shall meet the specifications of the Network as specified by PIRevenue from time to time.
8. Fees and Commissions.  You agree to pay Media Outlets the commissions earned by executing on your Ad Campaigns using the Network and according to the applicable Marketer's Terms and Conditions and this Agreement.  PIRevenue may charge you fees in accordance with the terms of either:  (a) a separate agreement, or (b) the registration process you complete.  PIRevenue will be solely responsible for determining the fees charged to you hereunder.  Unless otherwise stated, all fees and commissions are quoted in U.S. dollars. You are responsible for paying all fees and commissions associated with using the Network and all applicable taxes.  PIRevenue will be the sole arbiter in determining the number of impressions, clicks, calls, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed.
9. Use of Network Data.  In the course of using the Network, you may have access to data and information about the Network, including about Media Outlets ("Network Data").  You agree that all Network Data will be used solely in connection with your use of the Network and will be treated as the Confidential Information of PIRevenue.
10. Telephonic Services.  The telephonic services available through the Network are designed to be used in conjunction with local exchange telephone, wireless telephone, or equivalent telecommunications services that you procure from a third-party provider rather than as a substitute or replacement for such third-party telecommunications services.  EMERGENCY SERVICES CANNOT BE ACCESSED BY ORIGINATING CALLS TO 911 USING THESE SERVICES.  You understand and acknowledge that emergency services cannot be accessed by originating calls to 911 using the telephonic services available through the Network. You understand and acknowledge that you must have and use a different means of contacting 911 emergency services.  Neither PIRevenue nor any of our affiliates, subsidiaries, parent companies, agents, network services providers, contractors, suppliers, partners, officers, directors or employees are or will be liable to any extent or in any manner whatsoever for the inability of persons to access emergency services by originating a call to 911 using the telephonic services available through the Network.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US, OUR AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH THE telephonic services available through the Network FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES), PENALTIES, FINES, DEATH, INJURY TO PERSONS OR DAMAGES TO TANGIBLE PROPERTY ARISING BY VIRTUE OF OR RELATING TO THE ABSENCE OF 911 SERVICE AND/OR THE INABILITY OF MEMBER OR ANY THIRD PERSON OR PARTY TO BE ABLE TO DIAL 911 USING THE telephonic services available through the Network.
11. Term; Termination. 
    1. The term of this Agreement begins when you register with the Network and you accept this Agreement and shall be deemed to be perpetually in effect without further action by you or by us unless either (a) we terminate the provision of the Network to you, or (b) you give us written notice of termination at least thirty (30) days prior to the intended date of termination for which notice is given (the "Term").
    2. If you terminate this Agreement prior to the end of an Ad Campaign or otherwise defined term, you may be responsible for fees incurred by you subsequent to such termination, including unbilled fees, all of which immediately become due and payable.
    3. Termination of this Agreement does not excuse you from paying all unpaid, accrued fees.
    4. Either party may terminate this Agreement with or without cause at any time.  Notwithstanding the foregoing, an online termination process may be made available on the Site.  If no such online termination process is made available, however, then the above requirements for notification shall be in effect for all such notices of your intent to terminate this Agreement.  Notwithstanding any other provision of this Agreement to the contrary, we shall not be liable to you or any third party, or responsible for any charges incurred for the termination of services you obtain from third-party providers.  Upon termination, any telephone number(s) assigned to you for use with the Network will become unavailable for use and, after an aging period, be returned to the inventory of telephone numbers and become available for assignment by us.  No telephone number will be available for your use or reserved for you after your Network access has been terminated.
    5. Survival.  Sections 2, 5, 6, 9, 11, 12.2, 13, 14, 15, and 16 shall survive termination or expiration of this Agreement for any reason.
12. Representation, Warranties, and Covenants.
    1. Each party hereto represents, warrants and covenants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions.
    2. You further represent, warrant and covenant that (a) you have and will have any and all necessary rights to allow PIRevenue to permit their Ads to be delivered via the Network to Media Outlets; (b) no Ads placed by you will (i) infringe or misappropriate any third party's Intellectual Property Rights; (ii) breach any duty toward, or rights of, any third party, including rights of publicity or privacy; or (iii) be false, deceptive, misleading, unethical, defamatory, libelous, or threatening; (c) you have read and will comply with PIRevenue's privacy policy, available at the Site; (d) your use of the Network will comply with all applicable laws; and (e) you will not use the Network in a manner that reasonably could be expected to damage or cause injury to the Network or otherwise reflect unfavorably on the reputation of PIRevenue.
13. Disclaimer.  THE NETWORK IS MADE AVAILABLE TO YOU "AS IS."  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIREVENUE EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
14. Limitations of Liability.
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL  PIREVENUE BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO USE OF THE NETWORK.
    2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIREVENUE'S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH PIREVENUE'S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO PIREVENUE UNDER THIS AGREEMENT DURING THE 6-MONTH PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE.
15. Indemnification.  You shall indemnify, defend and hold harmless PIRevenue and its licensors, affiliates, directors, officers, employees, agents and its and their respective successors, heirs and assigns (collectively, the "PIRevenue Parties") against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) (collectively, "Losses") incurred by or imposed upon the PIRevenue Parties arising out of or relating to (a) any information (including your Ads and Ad Campaigns) that you or anyone using your account submit, post, or transmit through the Network; (b) use of the Network by you or anyone using your account; (c) the violation of this Agreement by you or anyone using your account; (d) the violation of any rights of any third party, including Intellectual Property Rights or privacy, publicity, or other proprietary rights, by you or anyone using your account; and (e) the packaging, labeling, shipping, recall, enforcement of government laws and regulations, sale, use or, consumption of products or services offered by you.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.  If we do assume the defense of such a matter, you will reasonably cooperate with us in such defense.
16. Miscellaneous.
    1. Independent Contractors.  You and PIRevenue are independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between You and PIRevenue.
    2. Entire Agreement.  This Agreement, together with and any operating rules and/or policies that we may publish from time to time, represents the entire agreement between the parties with respect to the subject matter hereof and will supersede all prior agreements and communications of the parties, oral or written.
    3. Governing Law.  This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles or rules. 
    4. Arbitration.  All disputes which arise under this Agreement or in connection with the Network and which are not resolved within thirty (30) days following the delivery by one party to the other of a written notice describing the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association before a single arbitrator in Santa Barbara, California.  The decision of the arbitrator shall be final and binding on the parties, and judgment thereon shall be entered in a court of competent jurisdiction.  YOU ACKNOWLEDGE AND AGREE THAT BY CONSENTING TO THIS AGREEMENT, YOU ARE CONSENTING TO BINDING ARBITRATION OF ALL DISPUTES HEREUNDER, AND THAT IN ARBITRATION, YOU SHALL NOT HAVE A RIGHT TO A JURY TRIAL, SHALL HAVE LIMITED DISCOVERY RIGHTS, AND SHALL HAVE VERY LIMITED RIGHTS OF APPEAL FROM THE DECISION OF THE ARBITRATOR.
    5. Successors and Assigns.  This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, without the prior written consent of the non-assigning party; provided that either party may assign this Agreement without consent in connection with the sale of all or substantially all its assets or other change of control transaction.  This Agreement will be binding upon and will inure to the benefit of a party's permitted successors and assigns.  Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section, including by operation of law, is void.
    6. Notices.  All notices, requests, consents, and other communications under this Agreement will be made through the Network (where such notice functionality is available through the Network) or in writing.  Written notice will be delivered by hand or sent by reputable overnight courier service or electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), mailed by first class certified or registered mail, return receipt requested, postage prepaid, if to PIRevenue at Post Office Box 2118, Santa Barbara, CA 93120, and, if to you, at the "Primary Contact" address indicated in your account information, or such other addresses as each party specifies to the other party in writing by notice given in accordance with this Section.  Notices provided in accordance with this Section will be deemed delivered:  (a) immediately if personally delivered or sent by electronic facsimile transmission; or (b) if sent by overnight courier service, 24 hours after deposit with such courier service; or (c) if sent by certified or registered mail, return receipt requested, 48 hours after deposit in the mail.
    7. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
    8. From time to time, we may change this Agreement.  If we change this Agreement, we will inform you by posting the revised Agreement on the Site.  Those changes will go into effect on the Revision Date shown in the revised Agreement.  By continuing to use our Network, you agree to the revised Agreement.

Revision Date:  [February 27, 2010]