AspireNow Publisher Network Advertising Agreement

Advertisers are required to read and agree to this Advertising Agreement before submitting an Advertisement to AspireNow, AspireNow.com, or any of our affiliate sites.

PARTIES:

Pursuant to this binding agreement, Scott Andrews, dba “AspireNow” (publisher of www.AspireNow.com) of 423 Westpoint Drive, Shell Beach, California, United States of America, and the Advertiser (“Advertiser”), shall agree to the following terms and conditions for the Service provided by AspireNow.

DEFINITIONS:

Service means placing an Advertisement on any AspireNow website.

Advertisement means any graphic file and/or any and all accompanying printed, hand written or electronically transferred information supplied by the Advertiser to AspireNow that can be viewed, accessed or can be selected by any person as a Link from any AspireNow Web Server.

Link means a request for information from a server other than the AspireNow Web servers.

Statistics means a set of numbers compiled by AspireNow and reported to the Advertiser as a courtesy, for the purpose of assessing a value, and for estimating future rates.

PAYMENT:

AspireNow reserves the right to hold the Advertiser and its authorized advertising agent jointly and separately liable for any and all amounts owed as a result of the Advertiser entering into this agreement. All payments shall be payable via PayPal to scott@AspireNow.com via PayPal invoice unless otherwise directed by AspireNow. Payment will occur PRIOR to the billing period in advance of all advertising period.

ACCURACY OF INFORMATION:

As further consideration for the Service, you agree to:

(i) provide current, accurate and complete information about you ("Account Information"), and
(ii) maintain and update this information as needed to keep it current, complete and accurate.

You, by transacting for this Service represent that your Account Information is accurate and complete.

TERM OF AGREEMENT:

You agree that this Agreement will remain in full force during the period paid for by you. Under usual circumstances, either party may cancel the service with thirty (30) days notice to the other party. Under the event Advertiser has agreed to a multiple-billing-period agreement (annual agreement to buy down rate), Advertiser may cancel service at the end of the term, with thirty (30) day advance notice to AspireNow.

MODIFICATIONS TO AGREEMENT:

You agree, during the period of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the service provided under this Agreement. Any such revision or change will be binding and effective immediately on notification to you by e-mail or regular mail as per the Notices section of this agreement.

If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this agreement. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Service following notice of any revision to this Agreement or change in service, you shall abide by any such revisions or changes. 

RIGHT TO REFUSE UNACCEPTABLE ADVERTISING:

AspireNow reserves the right to refuse any Advertisement that does not completely conform to every detail, instruction, method, and guideline set in the Terms and Conditions which can be found on the AspireNow.com Web Site. AspireNow does not accept advertising from companies that produce or provide pornographic products or services (which AspireNow shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. AspireNow can void this Agreement immediately if the Advertiser fails to disclose (or conceals or misrepresents) any involvement with pornographic products or services. In addition, AspireNow may in its complete discretion refuse the use of any other advertising that it deems appropriate.

ADVERTISER’S USE OF LINKS:

As a “Member” in the AspireNow Affiliate Program, you will have access to banners, icons, buttons, graphic files and/or text links (collectively referred to herein as "Links" or, individually, as a "Link") to AspireNow’s Web site that may contain AspireNow's logo (and/or words identifying AspireNow), trademarks, service marks, trade names, and/or copyrighted material (collectively, “AspireNow Content”). Subject to the terms and conditions hereof, you may display such Links as often and in as many areas on your Web site as you desire. You agree not to copy nor modify, in any way, any Links, or any AspireNow Content contained therein, that have been made available to you through your participation in the AspireNow Affiliate Program. In that regard, you shall not remove or alter any copyright or trademark notices from any Links provided to you in connection with the AspireNow Affiliate Program.

You may not place Links in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources. You must place Links in such a manner that it is unlikely that they will mislead a Visitor, and such that it is reasonably likely that they will deliver bona fide Transactions by Visitors to AspireNow from the Link. Any inclusion of the Links in subscription e-mail messages is prohibited without prior written approval of AspireNow, and, if approved by AspireNow, then Publisher will be required to enter into a supplemental agreement that will be appended to and incorporated into this Agreement. You shall not sublicense any of the rights granted to you hereunder with respect to the Links and the AspireNow Content without the prior written consent of AspireNow. Any such sub-licensee will be subject to the terms and conditions set forth herein. None of your promotional activities may infringe on AspireNow’s intellectual property rights (including, without limitation, AspireNow’s trademarks, service marks, trade names, and copyrights).

You shall not cause or enable any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, forced clicks, JavaScript popup windows, redirects or clicking on the Links. You shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties ("Sub-Publishers") to place Links or AspireNow Content on the Sub-Publisher's Web site or in its e-mails, unless you receive AspireNow’s prior written permission. You shall be responsible for ensuring that each such Sub-Publisher meets AspireNow’s eligibility requirements (as established from time to time by AspireNow), is bound by and complies with Publisher’s duties (and where stated, Sub-Publisher’s duties) as specified in this Agreement.

PROHIBITED ACTS:

No Advertiser, while participating in the AspireNow Publisher Network Program, shall engage in any of the following activities (collectively, the “Prohibited Acts”):

(a)   operation of an illegal business through your Web site and/or subscription e-mail list;

(b)   engaging in any illegal activity of any type, including but not limited to displaying illegal content on your Web Site and/or in your subscription e-mails or offering any illegal good or service through your Web Site and/or subscription e-mails;

(c)   operation of a Web site or e-mail Link to Web sites that contain or promote any of content that is misleading, abusive, violent, bigoted, hate-oriented or otherwise violates the Content Restrictions contained herein;

(d)   engaging in indiscriminate or unsolicited commercial advertising e-mails or otherwise failing to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other laws regulating commercial email (including, but not limited to, laws of foreign jurisdictions);

(e)   placing Links in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chat rooms, guest books, IRC channels or through similar Internet resources;

(f)    causing or enabling any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, forced clicks, JavaScript popup windows and redirects;

(g)   establishing or causing to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties to place Links to AspireNow’s Web site or Web site content on such party's Web site or in its e-mails, without AspireNow’s prior written permission;

(h)   breach of any intellectual property right provision of your Publisher Network Agreement or of AspireNow’s intellectual property rights; and/or

(i)     diluting, blurring or tarnishing the value of AspireNow’s trademarks, trade names, and/or service marks.

AspireNow does not allow publishers, affiliates or other third parties to serve ads or otherwise market to websites catering exclusively to, or primarily targeting, individuals under the age of eighteen.

ADDITIONAL RESPONSIBILITIES:

You shall be solely responsible for ensuring that your Web site complies with all applicable copyright and other laws, including laws regarding sending emails or other content via the Internet to third parties. You must have express permission to use another party's copyrighted or other proprietary material. You will not make any unauthorized use of AspireNow’s name, URL, trademark, service mark, trade name, or content, to display or generate any advertising for AspireNow, to drive any traffic to your Web site, or for any other purpose, including without limitation for the purchase of keywords (except as expressly agreed to in writing by AspireNow), for embedding in any web site's metatags or source code, or otherwise to trigger or display pop-ups, pop-unders or any other advertisements. You will indemnify and hold AspireNow harmless from all claims, damages and expenses arising from any breach or alleged breach of this provision or any other provision of this Agreement.

The Advertiser agrees to request that AspireNow be listed as an additional insured on any policy issued to the Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.

You may not use any computer or other electronic device to send e-mail or advertisements with respect to AspireNow and/or the AspireNow Publisher Network Advertising Program or containing any AspireNow Content to an electronic mail address without the prior written consent of AspireNow.

POLICIES AND PROCEDURES:

You shall comply with all AspireNow’s policies and procedures applicable to you, as established by AspireNow from time to time and published on its Web site, including, without limitation, those policies relating to keyword bidding.

Upon termination of this Agreement, any rights, license or sublicense granted to you or by you under this Agreement will terminate, and you and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of AspireNow’s intellectual property and remove all Links placed by Publisher to AspireNow’s Web site from such Publisher’s Web site and/or subscription e-mail. You are only eligible to earn commissions on Qualified Leads occurring during the term of the Agreement. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

PUBLICITY:  

You shall not create, publish, distribute, or permit any written material that makes reference to AspireNow without first submitting such material to AspireNow and receiving our written consent, which may be withheld by AspireNow in its sole discretion.

STATISTICS:

AspireNow makes no guarantee that Statistics will be equal to any published or implied numbers at any given time. AspireNow shall not be held liable for any claims as they relate to said Statistics. AspireNow.com may provide advertisers with statistics only as a courtesy to the Advertiser and makes no guarantee to provide any statistics nor match requests for advertising by statistics, as they may vary depending upon search method.

LIMITATION ON DAMAGES:

IN NO EVENT WILL ASPIRENOW.COM BE LIABLE TO THE ADVERTISER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT ASPIRENOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

INDEPENDENT CONTRACTORS:

The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect.

FORCE MAJEURE:

AspireNow shall not be liable to Advertiser by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet facilities, or any other cause which is beyond the reasonable control of AspireNow, whether or not similar to the foregoing.

ASSIGNMENT:

The Advertiser may not assign this agreement, in whole or in part, without AspireNow' written consent. Any attempt by the Advertiser to assign this Agreement without such consent will be null and void.

SEVERABILITY:

You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect

NOTICES:

AspireNow may provide notices to Advertiser by posting notices or links to notices in the TERMS and CONDITIONS area of AspireNow.com or to a forthcoming Publishing Network Center area. Notices to Advertiser may also be made via e-mail, regular mail, overnight courier, or facsimile at your contact addresses of record for any AspireNow Publisher network. If you provide notice to AspireNow, such notice shall be sent, postage prepaid by U.S. registered or certified mail or by international or domestic overnight courier, to: AspireNow, 423 Westpoint Drive, Shell Beach, CA 93449, Attn: President and General Counsel. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to  

TRANSFERABILITY:

Should AspireNow be legally separately incorporated, acquired, taken over or merged with another company, the new entity will be deemed to have taken over all responsibilities of AspireNow with regards to this contract, with the contract remaining in full force and effect.

LANGUAGE:

The English language versions of this Agreement and TERMS and CONDITIONS page at AspireNow.com are the controlling versions thereof. All support and other inquiries regarding Advertiser use of any AspireNow Offering must be submitted to AspireNow in English, and AspireNow will communicate in English only.

DISCLOSURE AND USE OF INFORMATION:

For the purpose of this Agreement, we do not generally need to disclose information to other parties. However, you agree and acknowledge that we may make the information available to other parties at our discretion, including, but not limited to law enforcement agencies in the USA or elsewhere, as requested by them.

You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your information by us.

We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized access or disclosure, alteration or destruction of that information.

CONFIDENTIALITY:

Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning AspireNow or you, respectively, or any of AspireNow’s affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, current or potential investors, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

MEDIATION/ARBITRATION:

If any dispute arises out of or is related to this Agreement, the parties hereto agree first to try in good faith to settle the dispute by mediation. In the event of such a dispute, either party may initiate the mediation by so requesting, in a writing delivered to the other party. Within ten (10) calendar days of such a request for mediation, the parties hereto shall confer for the purpose of selecting a mutually agreeable mediator. If the parties hereto have not been able to agree upon a mediator within twenty (20) calendar days of the request for mediation, either party may request that the Judicial Arbitration and Mediation Services (JAMS) appoint a mediator. Said mediation shall take place in the State of California.

GOVERNING LAW:

This Agreement will be governed by and construed in accordance with the laws of the State of California in the United States of America. Each party agrees that any action brought under this agreement will be filed in the appropriate District Court in the State of California and all decisions of that court will dictate the terms herein.

ABILITY TO ENTER INTO AGREEMENT:

By signing this agreement, Advertiser warrants that Advertiser is at least 18 years of age, and that there is no legal reason that the Advertiser cannot enter into this binding contract.

NOTICES:

AspireNow may provide notices to Advertiser by posting notices or links to notices in the TERMS and CONDITIONS page of AspireNow.com or to a forthcoming Publishing Network Center area.

Any other notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to be given when the sender has obtained an electronic confirmation of delivery. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. PST, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given 7 business days after the date of mailing and, in the case of notification to us shall be sent to: Scott Andrews, Principal, AspireNow, 423 Westpoint Drive, Shell Beach, CA 93449, and in the case of notification to you shall be to the address specified in our records as your "Account Information".

ENTIRE AGREEMENT:

This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed by AspireNow' Pricing Information, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order.