Agreement

Welcome to the LiqAd website (the "LiqAd Site"). The LiqAd Site is owned and operated by Obeus Team. ("Obeus Team" "we" "us" or "our"). The LiqAd Site may also include materials owned by third parties and posted on the LiqAd Site by virtue of a license, grant, or some other materials owned by the third party and LiqAd. The services we offer in connection with the LiqAd Site include the LiqAd Content and LiqAd Code (described below) and certain other tools, materials, features, data, information, content and applications (collectively, including the "LiqAd Services"). For the avoidance of doubt, the LiqAd Services are those provided only on, or in connection with, this LiqAd Site and do not include other services (including without limitation any tools, materials, features, data, information, content and applications) provided independently to you by LiqAd.

For good and valuable consideration, the receipt and sufficiency of which are acknowledged by you and the LiqAd, this LiqAd Terms of Use Agreement sets forth the terms and conditions for your use of the LiqAd Services, and constitute a valid and binding agreement between you and the LiqAd (this "Agreement"). This Agreement, together with our Privacy Policy and each written agreement between you and the LiqAd referencing any LiqAd Services, constitute the entire agreement between you and the LiqAd regarding the LiqAd Services, and govern your use of the LiqAd Services; provided that you understand and acknowledge that if you elect to participate in certain LiqAd Services, you may be notified that you are required to download software or content and agree to additional terms and conditions.

By accessing and/or using the LiqAd Services, you shall be a "User" for purposes of this Agreement and agree to be bound to the terms of this Agreement. You are only authorized to access this LiqAd Site or to use the LiqAd Services (regardless of whether your access or use is intended) if you agree to abide by this Agreement and all FTC Guidelines and other applicable laws, rules and regulations (including without limitation industry-endorsed, self-regulatory principles or guidelines) ("Applicable Law"). Please read this Agreement carefully and save it. If you do not agree to be bound by this Agreement, you should discontinue use of the LiqAd Services immediately. If you wish to make use of the LiqAd Services, you must indicate your acceptance of this Agreement and our Privacy Policy during the registration process. You may also request a copy of this Agreement and/or our Privacy Policy by contacting the LiqAd's corporate headquarters at: #1 Mapp Street, Belize City, Belize

We may modify or amend this Agreement without notice at any time, and such modification or amendment will be effective upon positing on the LiqAd Site. All material modifications shall apply prospectively only. Your continued use of the LiqAd Services after we post a revised Agreement signifies your acceptance of such revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes. For your information, this page was last updated as of the date at the top of this Agreement.

This Agreement shall remain in full force and effect while you are a User. You may terminate or suspend your use of the LiqAd Services at any time, for any reason, by following the instructions on the LiqAd Help page. We may terminate your User status or your access to the LiqAd Services or may suspend your participation in the LiqAd Services or any part thereof, including removing your LiqAd Ad(s) at any time, for any reason. Upon termination, your outstanding payment obligations (if any) will become immediately due and payable and, if applicable, the credit card you have on file with your User Account will be charged for such amount. The provisions of this Agreement that provide that they shall survive termination shall do so.

Please contact the Site Administrator or the LiqAd Help page with your questions, comments or concerns, including suspected misuse of the LiqAd Services by any person or problems with the LiqAd Services.

Account and Eligibility

The LiqAd Services are intended to enable Users to promote their business and themselves to the visitors to the websites (i) owned or operated by, or affiliated with the LiqAd, and (ii) on which the LiqAd otherwise has the right to display advertising (collectively, the "Rubicon Network") by allowing Users to create their own advertising (each a "LiqAd Ad") and to choose a target audience among the Rubicon Network. By using the LiqAd Services, you represent, warrant and covenant that (a) all registration information you submit is truthful and accurate and you will maintain the accuracy of such information; (b) your use of the LiqAd Services does not violate any Applicable Law; (c) if you are an authorized representative of an Agency and/or Advertiser and, as applicable, Your Sites (as defined below), and your Agency and/or Advertiser is responsible and liable for your actions with respect to the LiqAd Services; (d) your Agency and/or Advertiser is approved by LiqAd to operate an account on the LiqAd Site and you are authorized by your Agency and/or Advertiser to access the LiqAd Services associated with the account of your Agency and/or Advertiser; and (e) you are in compliance with this Agreement. Upon our request you will immediately deliver to us in writing each authorization and agreement that evidences your eligibility, authority and authorization as described above.

You must submit a valid email address that will be kept on file with us. It is important to keep this email address up to date because if the email address on file for you is deactivated or otherwise becomes invalid, your access to the LiqAd Services may be suspended or terminated. You may edit this email by visiting the "Management Center Homepage" for your account on the LiqAd Services (your "User Account"). We may contact you via your User Account and/or email address to perform technical functions necessary to offer the LiqAd Services, or to respond to your requests and concerns. In addition, you agree that we may send messages to your User Account and/or your email address in connection with the LiqAd Services, including without limitation notifications, billing, system alerts, special offers, promotions, commercial advertisements, and marketing materials. For commercial emails, you can control what type of communications you receive by following the unsubscribe instructions contained in such emails.

You will also be asked to choose a password in connection with your User Account. You are entirely responsible for maintaining the confidentiality of your password. You will not use the account, username, or password of another User at any time or to disclose your password to any third party. You will notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your User Account, including without limitation for (i) any charges made to your User Account; (ii) maintaining the confidentiality of your User Account information; and (iii) restricting access to your computer.

Fees

You acknowledge that the LiqAd and/or its affiliates reserve the right to charge for the LiqAd Services or any portion thereof and to change its fees from time to time in its sole discretion, including, without limitation, by changing the manner in which fees are calculated and in connection with contests, incentives, promotions or donations. Charges to your account shall be calculated based on our then-applicable rates and measurement tools. If we remove your LiqAd Ad or suspend or terminate your access to the LiqAd Services, you shall not be entitled to the refund of any portion of fees or payments applicable to LiqAd Services already performed including Ads delivered.

Unless otherwise noted, all stated charges are in United States dollars and payments by you shall be made in United States dollars. All Users are by default expected to prepay by credit card and should review the terms and conditions for "Credit Card Users" below. In some cases, certain Users may be deemed "Invoicing Users" (i.e. Users that have applied, and been approved, for credit from the LiqAd in conjunction with their user of the LiqAd Services) and should review the terms and conditions for "Invoicing Users" below. The LiqAd, in its sole discretion, may accept or reject any User as an Invoicing User at any time.

For Invoicing Users Only: For invoicing Users, we have the right to modify the credit limit for your account, or discontinue your invoicing privileges, at any time and in our sole discretion. All payment terms are "Net 30 Days" and User must pay all fees due and payable to the LiqAd for services rendered no later than 30 days after the date of invoice. In the event you've reached or exceeded your credit limit with us, we may suspend all of your active LiqAd Ad campaigns until you have available credit, as determined in our sole discretion. You represent, warrant and covenant that the information provided to us on your credit application is lawful and accurate and you agree to update us promptly with regard to any material change to such information.

Refund Policy: You (the customer) may cancel your order for LiqAd Services, at no cost to you, at any time before you submitted the ads. You may cancel your service request via email. If you cancel LiqAd Services before your ad(s) have been placed on the Internet, you are entitled to and will receive a prompt 100% refund. However, once any services are rendered by LiqAd, you are liable for full payment of the entire invoice amount. You are liable for all work performed and services rendered.

If for any reason we do not receive timely payment from you or the credit card on file on your User Account, you shall pay all amounts due on your User Account upon demand, and any amounts not paid by you when due shall be assessed a finance charge of 1.5% per month or the legal maximum, whichever is less. In addition to other rights and remedies at law, in equity and under this Agreement, we may suspend or terminate your access to the LiqAd Services, remove or suspend your LiqAd Ads and may collect fees using other collection mechanisms. You are solely responsible for any and all costs and expenses incurred by us in the collection of fees under this Agreement (including without limitation attorney's fees). Refunds and credits, if any, shall be made at our sole discretion and only in the form of advertising credit to be used on the LiqAd Services unless otherwise determined by us. In order to improve the LiqAd Services, we may periodically conduct tests on the LiqAd Services and you agree to pay for all charges for services rendered during those testing periods. You acknowledge that changes you make to your User Account, advertising campaigns, LiqAd Ad(s) and/or Target Options (as defined below), including without limitation suspension or termination thereof may not take effect immediately, and you agree to pay all charges accrued during any such delay in effectiveness.

You acknowledge and agree that any credit card and/or related billing and payment information that you provide to us may be shared with our service providers, such as payment processors, for the purposes of validating your credit card, effecting payment to us and servicing your User Account. We do not control such services, and shall not be liable for any use or disclosure of such information by such service providers. Collection, storage and processing are governed by the applicable service provider's terms and conditions.

Upon the termination of your User Account, we have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any transactions through the LiqAd Services. You should maintain records of all transactions and other data associated with your use of the LiqAd Services. If you have any questions regarding your User Account or believe that there is an error or unauthorized transaction or activity associated with your User Account, please contact us.

LiqAd Analytics

The LiqAd, in its sole discretion, may make available to you certain proprietary software code (the "LiqAd Code") for placement on your or your client's web site(s) ("Your Sites") to enable the analytical tools that we make available to your User Account. At your option, you shall integrate or cause the integration of the LiqAd Code into Your Sites. Provided that you integrate the LiqAd Code, code will be delivered into the Internet browsers of visitors to Your Sites ("Your Users") and will cause a cookie having the LiqAd domain to be created or modified on the computers of Your Users for the purpose of collecting anonymous data on Your Users (such collected data, including without limitation data and information derived from such collected data ("LiqAd Code Data"). By choosing to integrate the LiqAd Code on Your Sites, you thereby grant the LiqAd and its affiliates the right, without charge or royalty, to collect LiqAd Code Data through the LiqAd Code on Your Sites for so long as you have the LiqAd Code integrated on Your Sites. For avoidance of doubt, we shall have the right to use at any time the LiqAd Code Data in its sole discretion and without charge. For the sake of clarity no personally identifiable information shall be collected by us in connection with the LiqAd Code or passed from us to you, or from you to us. While the LiqAd Code is integrated on Your Sites, you (a) shall clearly post on Your Sites an easy-to-understand privacy policy that (i) is in compliance with Applicable Law with respect to online privacy (e.g., offering the consumer an opportunity to opt-out from targeted advertising), (ii) identifies the nature and scope of the collection and use of information gathered by you or others authorized by you, including the use of "cookies", web beacons, and other monitoring technologies, and (iii) notifies consumers that you may allow third parties such as the LiqAd to monitor Your Sites for the purpose of reporting website traffic, statistics, advertisements, "click-throughs" and/or other activities, and such third parties may use cookies, web beacons and other monitoring technologies to compile anonymous statistics about Your Users; and (b) shall obtain all rights and permissions necessary, if any, for the LiqAd and our affiliates to use the LiqAd Code Data.

Access and Use

We reserve and retain all rights, titles and interest in and to the LiqAd Services. Materials, data, analysis, reports, information and other content collected, derived from, contained in, made available or used in connection with the LiqAd Services (collectively and, for avoidance of doubt, including the LiqAd Code Data, "LiqAd Content") are confidential and proprietary to the LiqAd, and may be protected by U.S. and international trademark and copyright laws and must only be used by you for expressly authorized purposes.

We grant you a limited, revocable, nonexclusive and nontransferable (including without limitation nonsublicenseable) license to access and use the LiqAd Services (which, for the LiqAd Code, will include a license to display the LiqAd Code) as follows: your right to access and use the LiqAd Services shall be limited solely to your use of the LiqAd Services in connection with planning an advertising campaign purchase with the LiqAd. The LiqAd Services are for lawful commercial purposes specifically approved by the LiqAd only. Illegal and/or unauthorized use of the LiqAd Services is prohibited. We reserve the right to take appropriate legal action for any illegal or unauthorized use of the LiqAd Services.

All LiqAd Content (including without limitation any LiqAd Code Data) will be exclusively owned by the LiqAd. No right, title or interest in any LiqAd Content is transferred to you or any other person under this Agreement. For avoidance of doubt, you do not have any independent right to use any user-related information or data derived from, made available or used in connection with this Agreement other than as expressly permitted or authorized by us. Without limiting the foregoing, you shall not make any unauthorized use of, copy, modify or make derivative works from any LiqAd Content, or sell, transfer, lease, assign, distribute, disclose, disseminate, publish, transmit or otherwise make available in any manner any LiqAd Content (including without limitation any portion thereof, or as may be aggregated or grouped together with any other information or data).

Except as expressly provided herein, nothing within the LiqAd Site or the LiqAd Services shall be construed as conferring any license of our or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that the LiqAd Services are highly confidential and protected by copyright, trademark, patent, or other proprietary rights of the LiqAd and its affiliates, licensors, and service providers. You will not: (a) modify, alter, or deface any of the trademarks, service marks, trade dress (collectively "Trademarks") or other intellectual property made available by us in connection with the Services; (b) hold yourself out as in any way sponsored by, affiliated with, or endorsed by us, or any of our affiliates, licensors or service providers as a result of this Agreement; (c) use any of the Trademarks or other LiqAd Content for any purpose other than the express purpose for which we have made it available to you; (d) defame or disparage us, our Trademarks or any aspect of the Services; or (e) adapt, translate, modify, decompile, disassemble or reverse engineer any Service or any software, code, applications or programs used in connection with the Services. This "Access and Use" section will survive the termination of this Agreement.

Confidentiality

As stated above, all LiqAd Content is confidential and proprietary to the LiqAd. You will not disclose any LiqAd Content. No LiqAd Content shall be commingled with other information or materials and access to LiqAd Content shall be strictly controlled. You will not provide access to LiqAd Content except to users authorized by you under this Agreement, each of whom is bound in writing by use and confidentiality restrictions that are at least as protective of us as those contained in this Agreement. You shall use commercially reasonable efforts, which in no case shall be of a lesser standard than those efforts used to protect your own confidential information, to maintain and protect the confidentiality of the LiqAd Content and other proprietary interests of the LiqAd. LiqAd Content will not be considered confidential and proprietary to the LiqAd if such LiqAd Content (i) is or becomes part of the public domain through no act or omission by you or any other third party; or (ii) is lawfully received by you from a third party (or was verifiably known to you, Agency or Advertiser prior to disclosure by the LiqAd) without (to your knowledge, or the knowledge of Agency and/or Advertiser) restriction on use or disclosure, breach of any fiduciary duty, or breach of this Agreement or any other agreement. Upon termination of this Agreement, or upon LiqAd's written request, you shall destroy or return to us any LiqAd Content provided under this Agreement and shall certify in writing compliance with the foregoing. You may not refer to the LiqAd or any of the LiqAd Services (including without limitation any LiqAd Content) without our prior written approval. This paragraph will survive the termination of this Agreement.

Proprietary Rights in Content on LiqAd

By submitting or posting a LiqAd Ad through the LiqAd Services, you hereby grant to the LiqAd a limited, non-exclusive, fully paid and royalty-free, worldwide license to use, copy, sublicense, reformat, modify, delete from, add to, publicly perform, publicly display, reproduce, distribute, execute, store and cache in any media formats and through any media channel (including without limitation, the right to link to, frame or embed) your LiqAd Ad and to include it in reference and promotional materials.

You represent, warrant and covenant that: (i) you own the text, files, images, photos, works of authorship, and all other materials ("Content") posted by you or on your behalf on or through the LiqAd Services or otherwise have the right to grant the license set forth herein, and (ii) the posting of your Content on or through the LiqAd Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you or on your behalf on or through the LiqAd Services.

We perform technical modifications and other functions necessary to offer the LiqAd Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the LiqAd Services.

Content Posted

You represent, warrant and covenant that your use of the LiqAd Services is solely for lawful commercial purposes. You are solely responsible for all content you include in your LiqAd Ad (including the products or services promoted and any websites linked thereto) and for the audience characteristics you select to target ("Target Options"). Please choose the content and Target Options for your LiqAd Ad carefully. Each LiqAd Ad, all content posted in connection with a LiqAd Ad, any product or service promoted in a LiqAd Ad and the content of any other internet location referenced in a LiqAd Ad must comply with (i) this Agreement, (ii) the Editorial Guidelines for the LiqAd Services which are located here and which are subject to change from time to time in the sole discretion of LiqAd (the "Editorial Guidelines") and which are hereby incorporated by reference, and (iii) Applicable Law. Each LiqAd Ad will be subject to review and approval by us and must be approved by us prior to becoming active on the LiqAd Services. We may reject or approve a LiqAd Ad or any Target Options in our sole discretion. An approval by us does not mean that a LiqAd Ad is in compliance with the Editorial Guidelines and this Agreement and we reserve all rights and remedies with respect to such ad notwithstanding any prior approval. If a LiqAd Ad is altered by you in any way, the ad will be inactive until re-approved by us. Changes to your User Account, ad campaign and/or Target Options are also subject to our re-approval and may not be reflected in your ad campaign immediately. Notwithstanding whether or not a LiqAd Ad has been approved for use on the LiqAd Services, we reserve the right, in our sole discretion, to reject, refuse to post or remove any ad or to restrict, suspend or terminate your access to all or any part of the LiqAd Services at any time, for any or no reason, with or without prior notice, and without liability. We expressly reserve the right to remove any ad and/or remove your User Account and/or restrict, suspend or terminate your access to any part of the LiqAd Services and your LiqAd Ad(s) if we determine, in our sole discretion, that you or any of your content, your LiqAd Ad(s) or the product or services referenced in such LiqAd Ad(s) have violated this Agreement or pose a risk to other Users and/or the LiqAd and/or its users.

You will not, and will not permit any party to (i) generate automated, fraudulent or otherwise artificial impressions, inquiries, conversions, clicks or otherwise attempt to circumvent or modify any content protection mechanisms or our measurement tools; (2) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, or create derivative works of the LiqAd Services, or any aspect or portion thereof, including without limitation, source code and algorithms; or (3) alter or remove any identification, trademark, copyright, or other notice from any aspect or portion of the LiqAd Services.

Protecting Copyrights and Other Intellectual Property

We respect the intellectual property of others, and require that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. We have the right to terminate suspected infringers' access to the LiqAd Services or any service run by the LiqAd or its affiliates.

If you believe your work has been copied and posted on or through the LiqAd Services in a way that constitutes copyright infringement, please send LiqAd's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the LiqAd Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature.

Prohibited Activities

You must use the LiqAd Services in a manner consistent with Applicable Law. We do not condone or allow illegal or prohibited activity on the LiqAd Services. The following are examples of the kind of activity that is illegal or prohibited on the LiqAd Site and through your use of the LiqAd Services. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the LiqAd Services or any publisher web site;
circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the LiqAd Services;
activity that involves the use of viruses, bots, worms, spyware, malware or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
interfering with, disrupting, or creating an undue burden on the LiqAd Services or the networks or services connected to the LiqAd Services;
fraud or misrepresentation, including but not limited to your identity or any products or services promoted through your use of the LiqAd Services;
disclosing your password to any third party or permitting any third party to access your User Account;
selling or otherwise transferring your User Account;
using the LiqAd Services in a manner inconsistent with Applicable Law;
use of unfair and/or deceptive trade practices;
modifying, altering, or defacing any of the trademarks, service marks, trade dress (collectively "Trademarks") or other intellectual property made available by us in connection with the LiqAd Services;
modifying, holding yourself out as in any way sponsored by, affiliated with, or endorsed by us, or any of our affiliates, licensors or service providers as a result of this Agreement;
using any of the Trademarks or other LiqAd Content for any purpose other than the express purpose for which we have made it available to you;
defaming or disparaging the LiqAd, our Trademarks or any aspect of the LiqAd Services; or
violating a third party's right to publicity, privacy or other rights.

Linked Sites

The LiqAd Services may contain links to other independent third-party Web sites ("Linked Sites"). These Linked Sites are provided solely as a convenience to you. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Disclaimers

Use of the LiqAd Services, including any reliance of any opinion, advice, statement, memorandum, or information contained therein or delivered in connection therewith, shall be at your sole risk. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Service communication. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email, media players or other hardware or software due to technical problems or traffic congestion on the Internet or on any LiqAd Service or combination thereof, including any injury or damage to you or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall we be responsible for any loss or damage resulting from your use of the LiqAd Services.

We are not responsible for and makes no warranties, express or implied, as to the LiqAd Ads or the accuracy and reliability of such LiqAd Ads posted on or through the LiqAd Services, whether caused by Users of the LiqAd Services or by any of the equipment or programming associated with or utilized in the LiqAd Services and such LiqAd Ads do not necessarily reflect our opinions or policies. We assume no responsibility for monitoring the LiqAd Services for inappropriate LiqAd Ads or conduct. If at any time we choose, in our sole discretion, to monitor the LiqAd Services, we nonetheless assumes no responsibility for the LiqAd Ads submitted by Users, no obligation to modify or remove any inappropriate LiqAd Ads, and no responsibility for the conduct of the User submitting any such LiqAd Ad. LiqAd Ads created and posted by a User on the LiqAd Services may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by the LiqAd.

THE LIQAD SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS". THE LIQAD IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LIQAD SERVICES OR THE ACCURACY, COMPLETENESS AND RELIABILITY OF THE LIQAD SERVICES. NOTHING PROVIDED IN CONNECTION WITH THE LIQAD SERVICES SHALL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF PATENT OR COPYRIGHT. THE LIQAD CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE LIQAD SERVICES, AND MAKES NO REPRESENTATION OR WARRANTY WITH REGARD TO THE EFFECT THAT THE LIQAD SERVICES SHALL HAVE ON YOUR BUSINESS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY REVENUE OR PERFORMANCE (INCLUDING WITHOUT LIMITATION ANY MINIMUM LEVEL OF REVENUE OR PERFORMANCE) WILL BE GENERATED AS A RESULT OF THE LIQAD SERVICES.

You hereby acknowledge and agree that your LiqAd Ads may be placed by the LiqAd anywhere on the Rubicon Network, including without limitation in reference and promotional materials related to the LiqAd Services. The LiqAd does not guarantee that your LiqAd Ad will be placed in, or available through, any part of the Rubicon Network, nor do we guarantee that your LiqAd Ad will appear in a particular position. The final decision as to inclusion, relevancy, placement, and the like is in our sole discretion. The LiqAd disclaims all guarantees regarding (i) placement, positioning, quality or timing of the LiqAd Ads or clicks and click through rates; (ii) the availability and delivery of impressions of LiqAd Ads; (iii) results for any LiqAd Ads; and (iv) the accuracy of demographic, age, geographic, and other Target Options. In addition, with respect to geographic data, you understand and acknowledge that such information cannot be accurately determined by the LiqAd, including without limitation through the use of: (i) Users' Internet Protocol addresses ("IP Address") which often do not correspond with a User's actual location and/or (ii) User provided information, such as a zip code, which is not verified by LiqAd and therefore, may not correspond with a User's actual location. You understand that third parties may generate impressions or clicks on your LiqAd Ad(s) for prohibited or improper purposes; you acknowledge that the LiqAd is not liable for such behavior by third parties and you accept the risk of any such impressions and clicks. Your exclusive remedy, for suspected invalid impressions or clicks is to request advertising credits for the LiqAd Services; provided however, any such credits for suspected invalid impressions or clicks are within our sole discretion.

Limitation on Liability

IN NO EVENT SHALL THE LIQAD OR ITS SUBSIDIARIES OR ITS AFFILIATES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ATTORNEY'S FEES OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE LIQAD SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE THE LESSER OF (I) ONE THOUSAND DOLLARS ($1,000) AND (II) THE AMOUNT PAID, IF ANY, BY YOU TO LIQAD IN CONNECTION WITH YOUR USE OF THE LIQAD SERVICES WHILE YOUR USER ACCOUNT IS ACTIVE. THIS PARAGRAPH WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Privacy

Use of the LiqAd Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

U.S. Export Controls

Software available in connection with the LiqAd Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the LiqAd Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. The LiqAd Services are controlled, operated and administered by the LiqAd from its offices in the United States. The LiqAd makes no representation that the LiqAd Services are appropriate or available for use at other locations outside of the United States and access to them from locations where the LiqAd Services are illegal is prohibited. If you access the LiqAd Services from a location outside of the United States, you are responsible for compliance with all applicable laws, rules and regulations.

Disputes

The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and the LiqAd hereby agree to submit to the exclusive jurisdiction of the courts located within the County of Los Angeles in the State of California, to resolve any dispute arising out of this Agreement or the Services. This paragraph will survive the termination of this Agreement.

Any claim or dispute relating to or arising out of this Agreement shall be submitted to a general, non-jury reference ("Referee") to hear and decide all matters relating to the claim or dispute pursuant to California Code of Civil Procedure Sec. 638. The parties agree to take reasonable efforts, consistent with all applicable laws, rules and regulations, to preserve the confidentiality of information, documents, testimony and proceedings that relate to the claim or dispute. The Referee's fees and expenses shall be paid by the losing party. If the parties cannot agree upon a Referee within 5 business days of written request, then within 10 business days of such written request, each party shall nominate four retired Judges of the California state or federal courts as potential Referees. The Referee shall be determined as follows: (i) any name that appears on both lists (or, if there is more than one match, a matched name drawn at random); or if no match, (ii) the name with the highest combined rating as a result of, after each side is able to veto one name from the other side's list, each side ranking their own and the other side's remaining names by assigning "1" to the lowest choice on each list (or, if there is a tie, a tied name drawn at random). If the selected Judge cannot serve, the procedures set forth above shall be repeated. Prior to the appointment of the Referee, any party may seek provisional remedies or preliminary injunctive relief not otherwise prohibited by this Agreement in a court of competent jurisdiction without waiving its rights under this paragraph. This paragraph will survive the termination of this Agreement.

Indemnity

You agree to indemnify, defend and hold The LiqAd, its subsidiaries, and affiliates, and their respective employees, agents, partners, directors, officers, and shareholders harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party ("Claim") due to or arising out of (i) your breach of this Agreement (including without limitation your unauthorized use of the LiqAd Services, and any breach of your representations, warranties and covenants set forth above) and/or (ii) if any LiqAd Ad or Content that you post on or through the LiqAd Services; and/or (iii) your integration of the LiqAd Code and/or (iv) any person's use of the LiqAd Services with your account, ID, membership or password, regardless of whether such use is authorized by you. This paragraph will survive the termination of this Agreement.

Other

Our failure to act with respect to a breach by you or others (and any failure by us to exercise or enforce any right or provision of this Agreement) does not waive our right to act with respect to such breach, right or provision or subsequent or similar breaches, rights or provisions. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, the provision shall be removed (or modified or interpreted, if possible, in a manner as to be enforceable and reasonably effect the intent of the parties), and shall not affect the validity and enforceability of any remaining provisions.

Headings and section titles are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement is accepted upon your use of the LiqAd Services. This Agreement, the Privacy Policy referred to herein and the Editorial Guidelines set forth the entire understanding and agreement between us with respect to the use of the LiqAd Services and supersede all other agreements, proposals and communications, written and oral, between our representatives and you with respect to the LiqAd Services.

You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the LiqAd Services. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court and law enforcement requests or requirements (including without limitation such requests or requirements made by an industry-endorsed, self-regulatory compliance program) relating to your use of the LiqAd Services or information provided to or gathered by us with respect to such use. You understand and agree that the LiqAd Services and/or any obligations to be performed by LiqAd under this Agreement may be performed by the LiqAd, its affiliates or third party service providers.

You acknowledge and agree that unauthorized disclosure or use of the LiqAd Services could cause irreparable harm and significant injury to the LiqAd that may be difficult to ascertain. Accordingly, you agree that the LiqAd will have the right to obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

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