hugetraffic.com

WEBMASTER AGREEMENT FOR HUGE.COM

Please read the following Webmaster Agreement (the “Agreement”). When you enroll to become a webmaster with partners.huge.com (the “Program”), you agree to all of the terms and conditions of this Agreement. Please read the following terms and conditions carefully, as they form the agreement between you, the Webmaster (or “Affiliate”), and the Program. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE APPLICATION FORM TO BECOME A WEBMASTER. BY COMPLETING THE APPLICATION FORM TO BECOME AN AFFILIATE, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.

Enrollment in Program

By completing the necessary form(s) to enroll in Program, you are represent and warrant to Program that you are over the age of 18 or the age of majority in your jurisdiction, whichever is higher (“Age of Majority”), and that you are capable of entering into this Agreement. Program reserves the right to either refuse to accept your enrollment or to immediately terminate your membership to Program, if Program, in Program's sole and absolute discretion, believes you to be under the Age of Majority. By completing such form(s) you are also certifying to Program that the laws in your jurisdiction do not in anyway prohibit you from entering into this Agreement.

You understand that your ability to perform under this Agreement is contingent upon your ability to access the Internet and that you are solely responsible for any costs associated with your responsibilities under this Agreement including, but not limited to, setting up any websites, connecting to the Internet, maintaining any websites and hosting any websites. You acknowledge and agree that while Program may offer free hosting at the time that you apply to Program and/or are accepted to Program, this free hosting service by Program may be revoked at any time and that you will be required to find and pay for hosting services for any websites you create under this Agreement.

License Granted

You are hereby granted a revocable, non-exclusive, non-transferable license to access and download promotional banners, videos, photographs, other promotional materials, and/or promotional materials created by you, provided that such materials are approved by Program in writing ('Promotional Items'), for use on site(s) owned by you ('Referral Sites'). Such Promotional Items are licensed to you for the limited purposes of advertising, marketing and promoting Member Sites. Any and all licenses granted to you pursuant to this agreement shall immediately cease and revert to Program upon the termination or cancellation of this agreement.

You agree not to share any of the Promotional Items with anyone in any way which is not in accordance with the terms of this Agreement and applicable law.

NO LICENSE TO USE CERTAIN ADWORDS AND CERTAIN INTELLECTUAL PROPERTY

Although you are hereby granted a revocable, non-exclusive, non-transferable license to use the names of our various websites in connection with referring traffic to such websites (“Site Names” or “Sites”), you are not, as a part of this non-exclusive, revocable license, permitted to: 1) use the words “Official”, “Officially”, “Official Site” or any similar verbiage in connection with your promotion of the Sites; 2) use the Site Names in association with any similar or competing website or service; 3) use our Site Names or other intellectual property to create numerous links, often referred to as “link spam”, whether by automated link building or otherwise and/or utilize our Site Names or other intellectual property in a manner intended to or having the effect of increasing the rank of Referral Sites, our Site(s) or any other site(s) on search engines; 4) post or cause to be posted out of context or untrue comments or other notations in the “comments” or similar section of any website(s) with link(s) to any of our Sites; or, 5) register any domain name which incorporates or is a 'misspelling' of any of the Site Names. You agree that in the event you violate any part of this section of this Agreement, you will be immediately terminated from the Program, any monies earned but not yet paid will be forfeited, and that you will cooperate fully in transferring any items forbidden by this section to Program as the rightful owner.

No Paid Search Advertising

You are not permitted to promote any or all of the Sites or Site Names, either directly or indirectly (including, but not limited to, promoting or sending traffic to any Referral Site), through any type of paid search advertising, including, without limitation, Google AdWords or Bing Ads.

Your Website Names

Subject to the limitations in the paragraph above and pursuant to the license granted to you herein, Program will permit you to use any and all Site Names that you may choose in connection with promoting the Sites so long as such website domain name(s) registered by you does not infringe on Program's, Program's affiliated entities' or any third party's intellectual property rights, defame, insult or otherwise harass anyone, and does not promote or suggest any illegal activity.

Representations to Program

You hereby represent and warrant that you will put safeguards in place, including, but not limited to an 'age verification' page, so that no persons who have not yet attained the Age of Majority may view any and all Promotional Items which may contain explicit images. You further represent and warrant that you will not 'deep link' so that a person referred to the Sites does not first have to confirm that he/she is at least the Age of Majority.

You further warrant that you have all legal rights, free from any and all encumbrances and third party claims, to all images, text, script(s), applications, logos and functional elements appearing on all Referral Sites.

No Promotion in Violation of Third Party Terms

You represent and warrant that you will only advertise on services and providers which permit such advertisement. You understand and agree that if you advertise for any service or provider which does not permit such advertising, including, without limitation, Myspace or Craigslist, your account will be terminated without notice and without pay.

Enrollment with Program

Program endeavors to evaluate every application to us in good faith and as quickly as possible. Program reserves the right to deny an application for any reason, including but not limited to:

1. You supply us with inaccurate or incomplete data, and

2. You are attempting to register from one of the following countries: Albania, Armenia, Azerbaijan, Belarus, Brazil, Bulgaria, China, Cost Rica, Croatia, Czech Republic, Estonia, Georgia, Hungary, India, Indonesia, Israel, Japan, Jordan, Kaliningrad, Kazakhstan, Korea, Kyrgyzstan, Latvia, Lithuania, Malaysia, Moldova, Pakistan, Poland, Philippines, Romania, Russia, Singapore, Slovakia, Slovenia, Syria, Taiwan, Tajikistan, Thailand, Turkey, Turkmenistan, Ukraine, United Arab Emirates, Uzbekistan and Yugoslavia.

Ownership of Promotional Items

You hereby acknowledge and agree that all rights to the Promotional Items belong solely to Program and/or Program's licensor(s). You further acknowledge and agree that any Promotional Item(s) created by you and approved by Program are a specially ordered and commissioned "work made for hire" within the meaning of the 1976 Copyright Act for the compensation provided according to the terms of the payout agreement agreed upon by you and Program.

Prohibited Forms of Promotion

In addition to all other limitations on promotion contained herein, Program does not permit marketing or promotion of the Sites by email or telephone, including text message. You acknowledge and agree that any email or telephone marketing by you will be grounds for immediate termination from Program, without pay.

From Program

You acknowledge and agree that it may be necessary for Program to email you with information regarding your account with Program and changes to Program. You further acknowledge and agree that while Program has the right to send such emails to you, Program is under no obligation to do so regardless of any emails Program may have sent in the past or may send in the future.

Necessary Information

If you are a citizen or resident of the United States, you will be required to supply Program with the Federal Tax ID number or the Social Security Number which corresponds to the name you provide to us as the payee under this Agreement.

You acknowledge and agree that if you fail to provide us with accurate and complete information with respect to your Federal Tax ID or Social Security Number, you will not be entitled to any payments from Program and all monies earned prior to you supplying Program with this required information will be forfeited by you to Program.

You understand and agree that you are required by this Agreement to supply Program with a valid email address and other contact information, a failure to do so may result in the termination of your membership with Program.

Independent Entities

Nothing in this Agreement is intended by you or Program to constitute a joint venture or collaboration between you and Program. You acknowledge that you are in no way an agent, employee or similarly situated employment like relationship. You further acknowledge that you are only an affiliate of Program and have no authority to act on Program's behalf or bind Program to any debt or agreement.

Program Payouts

Program issues payments to webmaster (each a "Payout") based upon the number of users sent to the Sites who successfully make at least one purchase from the Sites, subject to the terms of this Agreement, on a bimonthly basis (each a "Pay Period"). For each first-time purchaser referred to the Sites by a webmaster, the applicable referring webmaster will receive twenty-five dollars ($25.00) for the first time purchaser’s first valid purchase.

From time to time, Program may offer to Webmasters a "bonus day" which may include a different (or larger) per first-purchase commission. Rules for any such bonus day will be posted as and when a bonus day occurs or is announced. You acknowledge and agree that these payout levels may be changed at any time and that the posting of such change at least ten (10) days prior to such change taking effect shall be deemed adequate notice to you. In all circumstances, Program will only pay Webmaster for valid first-time purchases by individuals who have not previously made a purchase through any of the Sites.

Program pays out on a bimonthly basis on the 9th and 24th of each month. The payment for the pay period from the 1st to the 15th of the month are sent out on the 24th. The payment for the pay period from the 16th to the end-of-the-month are sent out on the 9th of the following month. Payouts are based upon the amount of valid first-time purchases from new first-time purchasers through the Sites (each a "Valid Referral" and collectively the “Valid Referrals”). You understand and agree that all Payouts by Program to you, must be cashed within ninety (90) days of such Payout's issuance or such will be deemed forfeited by you to Program. You understand and agree that any dispute or question you may have regarding the amount of any Payout(s) must be called to the attention of the Program within ninety (90) days of the issuance of such payment or all your rights with respect to such dispute shall be deemed permanently waived by you. Similarly, in the event that Program believes that any payments were made in excess of the amount due to you, Program brings such overpayment to your attention within ninety (90) days of such payment.

The Program may regularly and/or periodically audit any or all webmaster accounts to confirm compliance with the terms of this Agreement. Any Webmaster found to be in violation of any term of this Agreement will be subject to having such Webmaster’s account(s) terminated and/or suspended. Should a Webmaster opt to participate in the Flat Fee Program, any and all Valid Referral paid by way of a payment method that does not support ongoing recurring billing, including but not limited to prepaid cards and gift cards, shall nevertheless be subject to the Rev-Share Program.

Webmaster Referral

Program will pay webmaster two hundred dollars ($200) per active webmaster referred to the Site. For the webmaster referral program an active webmaster is defined as a webmaster who has sent a small number of customer signups (the number is randomly between 4-8 to prevent fraud) to the Site. Family members are not eligible as referrals and any attempt to "cheat" the Program will result in immediate account termination.

Change to Payment Information

You agree to notify Program of any change in your payment information at least five (5) days before the close of any pay period. No changes to your information are valid until you have received written confirmation from Program.

Invalid Referrals

You acknowledge and agree that you shall not be entitled to any compensation from Program if Program determines or believes, in Program's sole discretion, that such subscription is the result of possibly fraudulent activity.

Following is a list of what Program deems to constitute fraudulent activity:

You acknowledge and agree that the foregoing list is not an exhaustive list of all conduct which may constitute fraudulent activity, for which you will not be compensated. You further acknowledge and agree that the foregoing list may be changed at any time, as Program may deem necessary.

Suspension or Termination

Program reserves the right to either terminate or suspend your status with Program in the event that referrals from your sites are subject to a high rate of 'chargebacks' or cancellations of accounts. Program further reserves the right to terminate or suspend your account with Program if you have a high rate of fraudulent activity with respect to referrals as such are outlined in the immediately preceding section.

Termination

In addition to reasons for termination mentioned previously herein, Program reserves the right to immediately terminate your account with Program, without notice to you, if at any time:

Cancellation

Either party may terminate this Agreement by delivering to the other written notice of cancellation. An email sent by Program to the email address associated with your account shall be deemed adequate notice to you, whether or not you actually read such email.

Effect of Termination or Cancellation

Immediately upon termination or cancellation any and all licenses granted to you herein cease and revert to Program. You agree to immediately remove from any and all websites owned, controlled, managed, and/or maintained by you and destroy all copies of the Promotional Items. If at the time of termination or cancellation you manage, own, operate or otherwise control a website which incorporates the Site Names or misspellings thereof, you agree to transfer such websites to the Program within twenty (20) days of termination or cancellation. Upon the request of Program, you agree to mail to Program written confirmation that all Promotional Items have been removed and destroyed. You understand that your failure to comply with this section will result in irreparable harm to the Program and the intended third party beneficiary. Program reserves the right to take any and all legal actions necessary to enforce the provisions of this section against you including, without limitation, monetary damages, injunctions, and actions for specific performance. In the event that a Webmaster’s account is terminated as a result of one or more breaches of this Agreement, any Payouts which may be due to Webmaster at the time of termination will be deemed to be forfeited by Webmaster to Program in partial compensation to Program for Webmaster’s breach. In the event of such a termination, the Program reserves all rights Program may have against Webmaster in connection with any consequences Program may incur in connection with Webmaster’s breach of this Agreement, including, without limitation, civil liability, costs of recovering any domains controlled by Webmaster which are typos of or substantially incorporate one or more of our Site Names and/or monetary or reputational damages.

Digital Millennium Copyright Act Notice

NOTICE OF CLAIMED INFRINGEMENT

Program respects the intellectual property of others, and we ask our users to do the same. We observe and comply with the United States' Digital Millennium Copyright Act ('DMCA'). If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Program's Designated Copyright Agent the following information:

You may send your Notice of Claimed Infringement to:

Lawrence G. Walters
781 Douglas Avenue
Altamonte Springs, FL 32714
Fax:(407) 774-6151
notice@dmcanotice.com

Do not send any other inquires or information to our Designated Agent.
For all other inquiries please email us at support@partners.huge.com.

NOTICE AND TAKEDOWN PROCEDURES

Program hereby implements, and you consent to, the following 'notice and takedown' procedure upon receipt of any notification of claimed copyright infringement. Program reserves the right at any time to disable access to, or remove any material or activity accessible on or from Program or any Promotional Materials claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of Program to terminate the account of repeat copyright infringers, when appropriate, and Program will act expeditiously to remove access to all material that infringes on another's copyright, according to the procedure set forth in 17 U.S.C. 512 of the DMCA.

It is important to understand that knowingly making a material misrepresentation concerning alleged copyright infringement may result in significant civil penalties including damages, costs and attorneys fees incurred by the alleged infringer or Program member. In the event your Referral Site is taken down pursuant to the DMCA, re-bills attributed to the noticed ND will be suspended during the 'take down' period. Any repeat violators of the DMCA will be terminated and banned from the Program.

Notification and Take Down Procedures

The Program implements the following “notification and takedown” procedure upon receipt of any notification of claimed copyright infringement. The Program reserves the right at any time to disable access to, or remove any material or activity accessible on or from any Program or any Materials claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. We reserve the right to terminate any account reported for infringing on the intellectual property of any third party, and we will act expeditiously to remove access to all identifiable material that is alleged to infringe on a third party’s copyright, according to the procedure set forth in 17 U.S.C. §512 of the Digital Millennium Copyright Act (“DMCA”). The Site’s DMCA Notice Procedures are set forth in the preceding paragraph. If the notice does not comply with §512 of the DMCA, but does comply with three requirements for identifying sites that are infringing according to §512 of the DMCA", the Site shall attempt to contact or take other reasonable steps to contact the complaining party to help that party comply with the notice requirements. When the Designated Agent receives a valid notice, we will expeditiously endeavor to remove and/or disable access to the infringing material and may notify the affected user. Then, the affected user may submit a counter-notification to the above designated agent containing a statement made under penalty of perjury that the user has a good faith belief that the material was removed because of misidentification of the material. After the designated agent receives the counter-notification, we will replace the material at issue within 10-14 days after receipt of the counter-notification unless the designated agent receives notice that a court action has been filed by the complaining party seeking an injunction against the infringing activity. We reserve the right to modify, alter or add to this policy, and all users should regularly check back to these Terms and Conditions to stay current on any such changes.

DMCA Counter-Notification Procedure

If the recipient (the “Recipient”) of a Notice of Claimed Infringement (“Notice”) feels that the Notice is erroneous or false, and/or that allegedly infringing material has been wrongly removed in response to a Notice as outlined above, the Recipient is permitted to submit a counter-notification pursuant to §512(g)(2) and (3) of the DMCA. A counter-notification is the proper method for the Recipient to dispute the removal or disabling of material (the “Material”) pursuant to a Notice. The information that a Recipient provides in a counter-notification must be accurate and truthful, and the Recipient will be liable for any misrepresentations which may cause any claims to be brought against us relating to the Content.

To submit a counter-notification, please provide Our Designated Copyright agent the following information:

A specific description of the material that was removed or disabled pursuant to the Notice. A description of where the material was located within the Site before such material was removed and/or disabled. Please provide the specific URL if possible.

A statement reflecting the Recipient's belief that the removal or disabling of the Material was done so erroneously. For convenience, the following format may be used:

“I swear, under penalty of perjury, that I have a good faith belief that the referenced material was removed or disabled by the service provider as a result of mistake or misidentification of the material to be removed or disabled.”
The Recipient's physical address, telephone number, and email address. Written notification containing the above information must be signed and sent to:

Lawrence G. Walters
781 Douglas Ave.
Altamonte Springs, FL 32714
Fax: (407) 774-6151
notice@dmcanotice.com


Do not send any other information or material to the DMCA Agent. Send ALL other inquiries to: support@partners.huge.com

After receiving a DMCA-compliant counter-notification, our designated copyright agent will forward it to us, and we will then provide the counter-notification to the entity who first provided the Notice concerning the subject material.

After receiving a DMCA-compliant counter-notification, our designated copyright agent will forward it to us, and we will then provide the counter-notification to the entity who first provided the Notice concerning the subject material.

Additionally, within ten to fourteen (10-14) days of our receipt of the counter-notification, we will replace or cease disabling access to the disputed material provided that we or our designated copyright agent have not received notice from the entity who first provided the Notice that such entity has filed a legal action pertaining to the disputed material.

We reserve the right to modify, alter or add to this policy, and all users should regularly check back regularly to stay current on any such changes.

NO WARRANTIES

YOU EXPRESSLY AGREE THAT YOUR PERFORMANCE UNDER THIS AGREEMENT AND USE OF THE PROMOTIONAL MATERIALS ARE AT YOUR SOLE AND EXCLUSIVE RISK. ALL MATERIALS AND SERVICES PROVIDED BY PROGRAM ARE ON 'AS IS, WITH ALL FAULTS' AND 'AS AVAILABLE' BASES. PROGRAM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. PROGRAM MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES PROGRAM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PROGRAM IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU ALSO AGREE TO BE SOLELY LIABLE TO PROGRAM FOR THE LOSS OF ANY DATA AND/OR MATERIALS PROVIDED TO YOU BY PROGRAM, INCLUDING BUT NOT LIMITED TO DAMAGE CAUSED AS A RESULT OF HACKING AND/OR VIRUSES.

Indemnification

You agree to defend, indemnify, defend, and hold Program and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach by you of this Agreement; (b) your use (or misuse) of Program's services and/or Promotional Materials; (c) all conduct and activities occurring using your account and/or Referral Sites; (d) any item or service sold or advertised in connection with your Referral Sites; (e) any defamatory, libelous or illegal material(s) contained within your Content or material(s) or your information and data; (f) any claim or contention that any of your Referral Sites contain any information, data or other materials which infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity; (g) third party access or use of the Promotional Materials provided to you information and data; (h) any claim related to your website(s); (i) any costs incurred on your behalf as a result of your failure to comply with local or Federal United States Law; and/or (j) any violation of this Agreement. Program reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so and Program is permitted by this Agreement to later seek indemnification from you.

You shall not settle any such claim or liability without the prior written consent of Program, which consent shall not be unreasonably withheld. You understand that Program will take any and all measures to protect itself from any legal or civil litigation including, but not limited to, removing your website(s) from its servers and/or canceling your account, in Program's sole discretion. You also understand that Program will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving you or your Referral Sites.

Notice and Account Information

Notice

Any notice or payment required by or in furtherance of this Agreement may be provided by email to the email address on file for the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne. You agree to keep current email and address information on file with Program for this purpose. Notice shall be deemed effective upon receipt by the other party, except as provided for herein. Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day.

In the event that any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.

Waiver of Liability

You hereby waive any and all damages, including interest, on any monies not received by you as a result of your violation of this section.

Class Action Waiver

Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in any representative capacity. You and we further agree that no arbitration or proceeding will be combined with another without the prior written consent of all parties to the affected proceedings.

Arbitration

All Disputes (including any dispute relating to the arbitrability of this Agreement or any provision of this Agreement or any other dispute relating to arbitration) must be submitted to arbitration before and in accordance with the arbitration rules of the American Arbitration Association in accordance with its commercial arbitration rules. The term “Dispute” means any controversy or claim arising out of or relating to the Site or this Agreement, or any breach thereof, including any claim that this Agreement, or any part of this Agreement is invalid, illegal or otherwise voidable or void.

The provisions of this Arbitration Section must be construed as independent of any other covenant or provision of this Agreement; provided that if a court of competent jurisdiction or arbitrator determines that any such provisions are unlawful in any way, such court or arbitrator is to modify or interpret such provisions to the minimum extent necessary to have them comply with the law. Notwithstanding any provision of this Agreement relating to under which state’s laws this Agreement is to be governed by and construed under, all issues relating to arbitrability or the enforcement of the Agreement to arbitrate contained herein are to be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the federal common law of arbitration.

Judgment upon an arbitration award may be entered in any court having competent jurisdiction and will be binding, final and non-appealable. You and Program hereby waive to the fullest extent permitted by law, any right to or claim for any punitive or exemplary damages against the other and agree that in the event of a dispute between them, each shall be limited to the recovery of any actual damages sustained by it.

This arbitration provision is self-executing and will remain in full force and effect after the expiration or termination of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party by default or otherwise notwithstanding said failure to appear.

Arbitration take place in Miami-Dade County, Florida, exclusively.

You and Program hereby agree that no action (whether for arbitration, damages, injunctive, equitable or other relief, including rescission) will be maintained by any party to enforce any liability or obligation of the other party, whether arising from this Agreement or otherwise, or any other Dispute, unless brought before the expiration of the earlier of one year from the occurrence of the facts giving rise to such claims or within 90 days from either the actual discovery of the facts giving rise to such claims or from the date on which the party should have, in the exercise of reasonable diligence, discovered such facts.

The obligation to arbitrate is not binding upon Program with respect to claims relating to its trademarks, service marks, patents, copyrights, or other intellectual-property rights, or requests for temporary restraining orders, preliminary injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute between the parties.

The prevailing party will be entitled to receive from the non-prevailing party its costs relating to the arbitration proceeding including but not limited to, the arbitrator's fees, attorneys' fees and costs, witness fees, transcription fees, etc. and sales and use taxes thereon, if any.

You and Program each acknowledges and agrees that it is the intent of the parties that arbitration and litigation between the parties will be of the parties' individual claims, and that none of their respective claims may be arbitrated or litigated on a class-wide basis.

Jurisdiction/Disputes

This Agreement and all matters arising out of or otherwise relating to these terms and conditions shall be governed by the laws in effect in the State of Florida, without regard to its conflict of law provisions. You and Program hereby submit to the personal jurisdiction of the state and federal courts of the State of Florida for resolution of all disputes. You and Program hereby agree that exclusive venue for any litigation/dispute under this Agreement shall be with the state and federal courts located in Miami-Dade County, Florida.

Non-Transferable or Assignable

You agree and acknowledge that you are not permitted to assign this Agreement to any third party and any attempt to do so will be deemed as your notice of termination.

No Waiver

Program's failure to enforce any and all remedies shall not be construed as a waiver thereof.

Headings

Headings are used herein for ease of reference purposes and shall not be used in interpreting, construing and/or enforcing this Agreement.

Severability

The invalidity, illegality or unenforceability of any part of this Agreement or any of its terms, as determined by a court of competent jurisdiction, shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause, or provision shall be deemed to be severed from this Agreement.

Entirety of Agreement

Except where expressly stated to the contrary herein, this Agreement constitutes the entire agreement and understanding between you and Program, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Binding Agreement

You and Program acknowledge the legally binding nature of this Agreement. By checking the box next to the 'I agree to the conditions outlined in the terms of service agreement,', you are acknowledging and affirmatively stating that you have read and understood the terms of this Agreement and that you agree to be bound by this Agreement. You hereby adopt the /s/ mark appearing on the signature line below as your electronic signature on this document.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby,

have each signed this document electronically pursuant to the E-SIGN Act.

_/s/______________________