AFFILIATE CROSSING PUBLISHER TERMS & CONDITIONS

The following Terms & Conditions shall govern Your (the Publisher’s) participation as a member of the online, performance-based marketing platform sponsored operated by Affiliate Crossing, a dba of PAB67Media, LLC, a Virginia Limited Liability Company and all business dealings between the parties. You should carefully read the following Terms and Conditions as these are important. By clicking below and by continued use of the site You agree to be bound by and to the following and to ensure that your employees, agents or contractors abide the following terms and conditions.

From time to time, Company may amend, supplement or replace entirely these terms and conditions by posting updated terms and conditions on the Company web site, and by your continued use of the marketing platform after any such revision will indicate your acceptance of any revised terms and conditions.

Definitions

“Affiliate Crossing,” “PAB67Media, LLC” “AVG”, “Company,” or the “Platform” means the company, its employees, officers, and agents.

“Publisher,” “you,” or “yours” means the person, persons or entity that holds an account with the Company to distribute advertisements via a web site, e-mail or search engine or other approved methods of distribution and shall include the corporate or individual entity owning, either directly or indirectly, the referring URL. The term Publisher is commonly referred to in the industry as “Publisher.” Terms referencing “Publisher” or “You” apply equally to Your employees, agents, contractors and sub-publishers.

“Customer” or “Advertiser” means the person, persons or entity that holds an account with the Company to acquire “Leads/Actions” or “Sales” from the Company’s Publishers.

“Leads/Actions” means the completion of all necessary steps by the consumer, as deemed by the Advertiser, so that the Advertiser may acquire the consumer's business, as a direct result of the actions of the Publisher directing the consumer to do so.

“Sales” means the purchase of a product of the Advertiser by a consumer as a direct result of the actions of the Publisher directing the consumer to do so.

“Marketing Platform” means the equipment, IP Addresses, databases, software programs, domain names, Advertiser information, advertisements and other marketing materials belonging to Company which can be accessed through the Company’s website hosted at: http://login.avghub.com or that is otherwise communicated or provided to Publisher.

Terms and Conditions

1. Minimum Age. YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THIS SITE OR SIGN UP AS A PUBLISHER. By signing up as an Publisher you attest that you and your employees, agents and contractors are at least 18 years of age.

2. Insertion Orders. This AGREEMENT can operate in connection with a duly executed Insertion Order (“IO”). The IO is incorporated herein and the terms of the AGREEMENT are hereby incorporated into the IO. In the event of any inconsistency between the IO and the AGREEMENT, the IO shall control. NO TERM OR CONDITION PLACED BY PUBLISHER IN AN IO SHALL BE BINDING UPON COMPANY, UNLESS SUCH TERM OR CONDITION IS EXPRESSLY AGREED TO IN WRITING AND EXECUTED BY THE COMPANY.

3. Payment. Publisher will be paid based on the terms of each individual campaign; payment amount and terms will vary by campaign and will be noted on each IO or the campaign terms posted on the Company’s marketing platform. Publisher will have 7 days to dispute the accuracy of any payment; such dispute must be provided to the Company in writing along with the basis for the dispute. Payment will not be made for fraudulently generated traffic or traffic generated in a manner that violates this Agreement, the IO or any other terms set by the Company. It is your responsibility to provide proof, if requested, that the traffic you generated complies with terms of this Agreement, any IO, and the advertisement requirements. Final determination of revenue amounts generated by Publisher will be at the sole discretion of the Company. Company shall process Publisher payments for commissions “earned” within thirty (30) days following the month in which Company receives payment from the Advertiser for that advertisement, unless otherwise agreed by Company in writing. Publisher acknowledges that Company is only acting as an agent of the Advertiser and Publisher agrees that Company is not responsible for payment of any commissions due to Publisher in the event that the Advertiser withholds or refuses payment. The Company agrees to use reasonable means by which to seek payment from Advertiser and in the event payment is not received the Company agrees to provide reasonable assistance to the Publisher in obtaining the payment from Advertiser. Publisher agrees that in the event the Advertiser does not pay the Company the Publisher’s sole recourse will be against the Advertiser.

Publisher agrees their account information and payment information they have provided are accurate. It is the Publisher’s sole responsibility to maintain the accuracy of the account information and tax documents requested by the Company, such as a w-9/w-8 and inform the Company if there have been any updates, or need to be any updates. It is also the Publisher’s sole responsibility to provide and maintain accurate payment information in order to receive any approved earned pending commissions from the Company. The account information in their Publisher account within their network Company login as well the information listed on the Publisher’s w-9/w-8 must be consistent and match the Publisher’s payment account information for ACH payments, wire payments, check payments, Paypal payments, or any other payment method the Company utilizes. Failure for the Publisher to comply and not provide accurate account information, payment information, and tax document information may result, but not limited to, in Publisher account deactivation, commission withholding, or commission removal.

4. Tracking. All reporting of actionable events, including leads, clicks, actions or sales shall be based on the Company’s tracking and reporting system or the Advertiser’s tracking and reporting system. Publishers must insert Company’s tracking code or pixel as directed in order to have their events tracked and paid. For any Publisher(s) using sub-Publishers to fulfill the terms of this Agreement or any IO, including Publishers who operate their own Publisher Network, the Publisher must insert the referring sub-publisher’s id into s1, as the first sub-id. Where website integration tags are inserted in an advertisement Publisher agrees not to alter or remove such tags.

5. Collection and Use of Personal Information. In order to access and use the Network, Publisher must provide accurate personal and/or company information to Company through this online registration process. You may be asked to provide your name, company name, physical address, billing address, telephone number, facsimile number, e-mail address, website address, tax payer ID number or social security number, billing or payment information, and other identifying information. Company may share your personal information which you provide with our Publishers, advertisers, outside accounting firms, legal counsel, state and federal tax services and any government or law enforcement agency that requests such information.

6. Disclaimer of Warranty. To the extent permitted by applicable law, THE COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, OF NONINFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARDS TO THE PUBLISHERS USE OF THE NETWORK, USE OF OR DISPLAY OF ANY PROVIDED MATERIALS OR ADVERTISEMENTS, OR ANY AGREEMENT ENTERED INTO WITH PUBLISHER. No employee, agent, dealer, or contractor of Company is authorized to modify this limited warranty, nor to make any additional warranties.

7. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR (a) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH PUBLISHER’S MEMBERSHIP IN OR USE OF THE MARKETING PLATOFRM, SUCH CLAIMS BEING EXPRESSLY WAIVED; (b) FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE PROVISION OF THE NETWORK; (c) CLAIMS BY THIRD PARTIES THAT PUBLISHER OR ANY SUB-PUBLISHERS HAVE VIOLATED ANY LAWS OR RIGHTS OF THIRD PARTIES, AS PUBLISHER AGREES TO INDEMNIFY THE COMPANY FROM ALL SUCH CLAIMS (d) OR FAILURE IN PERFORMANCE OF THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO, WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD, LAWS, REGULATIONS, ACTS OF THE GOVERNMENT, ACTS OF OTHER THIRD PARTIES, AND SIMILAR OCCURRENCES. In the event the Company is found liable for any act or inaction pursuant to these Terms and Conditions are the dealings between the parties; the Company’s total cumulative liability for such breaches, losses, and injuries shall be the actual value of the damages or losses caused to the Publisher but in no event shall this amount exceed the total revenue due to Publisher at the time of the breach, loss or injury.

8. Publisher Warranties and Representations Publisher hereby warrants and represents that:

A. Publisher will comply with all state and federal laws and regulations, including the CAN SPAM Act of 2003, as amended in its performance under this Agreement and the in the operation of its business. Publisher acknowledges that any threatened or actual violation of this representation and warranty or any allegation of spamming by Publisher may result in immediate termination from the Network, withholding of future commission, disclosure of Publisher’s identity to the Advertiser, government agencies, law enforcement or other third parties and/or the pursuance of all appropriate legal remedies.

B. Publisher will only transmit electronic mail messages to recipients who have provided their express affirmative consent to receive such commercial email messages. Publisher must maintain records of the consumer’s opt-in, including collecting website url, privacy policy for that website, time and date stamp of opt-in, and Internet Protocol (IP) Address used for opt-in, and provide those records to the Company and/or its Advertisers within 24 hours of request.

C. Publisher will comply with the following procedures to allow a recipient to request not to receive future commercial electronic mail messages (the “Opt-Out Procedures”): (1). Publisher will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (a) a recipient may use to request not to receive future commercial electronic mail messages from Advertiser at the email address where the message was received; and (b) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message; and (2). If a product, service or Internet site of Publisher's is advertised or promoted by the message, then Publisher will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (a) a recipient may use to request not to receive future commercial electronic mail messages from Publisher at the email address where the message was received; and (b) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message.

D. If a recipient makes a request using a mechanism provided pursuant to Section B, not to receive some or any commercial electronic mail messages from Publisher, then Publisher (I) shall not initiate, assist, or cause any person to initiate or assist, the transmission to the recipient, more than 10 business days after the receipt of such request, of a commercial email message that falls within the scope of the request; and (II) shall not sell, lease, exchange, or otherwise transfer or release the email address of the recipient (including through any transaction or other transfer involving mailing lists bearing the email address of the recipient) for any purpose other than compliance with any Federal, State, or local law, statute, regulation or ordinance.

E. Publisher agrees to scrub its data against all suppression lists which are provided by the Company prior to each and every transmission of email advertisements for the Company. Failure to properly scrub will result in termination, release of your information to the offended Advertiser and withholding of commissions due. Publisher agrees to only use provided suppression lists for lawful purposes and to not sell, rent or share any suppression lists other than as provided for by law.

F. Publisher will not access any computer without authorization, and intentionally initiate the transmission of multiple commercial electronic mail messages from or through such computer to accomplish any email broadcast for the Network.

G. Publisher will not use a computer to relay or retransmit multiple commercial electronic mail messages, with the intent to deceive or mislead recipients, or any Internet access service, as to the origin of such messages to accomplish any email broadcast for the Network.

H. Publisher will not take any actions to falsify the header information in any commercial electronic mail messages, including but not limited to the inclusion of header information that (A) includes an originating email address, domain name, or Internet Protocol address the access to which was obtained by means of false or fraudulent pretenses or representations, (B) fails to identify accurately a computer used to initiate the message because Publisher knowingly uses another computer to relay or retransmit the message for purposes of disguising its origin, or (C) is altered or concealed in a manner that would impair the ability of any person or Internet access service processing the message on behalf of a recipient, to identify, locate, or respond to Publisher or Advertiser or to investigate the alleged violation, or the ability of a recipient of the message to respond to Publisher or Advertiser, and intentionally initiate the transmission of such messages to accomplish any email broadcast for the Network.

I. Publisher will not register any electronic mail or online user accounts using information that materially falsifies the identity of the actual registrant and intentionally initiate the transmission of multiple commercial electronic mail messages from any combination of such accounts or domain names to accomplish any email broadcast for the Network.

J. Publisher will not falsely represent itself to be the registrant or the legitimate successor in interest to the registrant of any Internet Protocol addresses and intentionally initiate the transmission of multiple commercial electronic mail messages from such addresses to accomplish any email broadcast to the Network.

K. Publisher will not falsify or forge any electronic mail transmission information or other routing information in any manner to accomplish any email broadcast to the Network.

L. Publisher will not take any actions, including but not limited to the inclusion of a subject heading that is misleading about a material fact regarding the contents or subject matter of the message, to falsify the subject heading in any messages that are part of any email broadcast for the Network.

M. Publisher will not take any actions to alter any message transmitted for the Network in a manner that would prevent that message from containing (I) a clear and conspicuous identification that the message is an advertisement or solicitation; (II) a clear and conspicuous notice of the opportunity to decline to receive further commercial electronic mail messages from Publisher or Advertiser; and (iii) a valid street address.

N. Publisher will not display on their website nor disseminate material including, but not limited to, that which is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property or is in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, terrorism or other criminal activity; that could give rise to civil liability; that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups; that contains an unauthorized download to the end-user’s computer; that is software pirating; hacking or phreaking; that is in violation of the CAN SPAM ACT; is SPAM; that is in violation of any state or federal laws; or that appears or purports to be from someone other than the Publisher or that impersonates another person or entity. Publisher represents and warrants that Publisher's website, advertisements and links comply with all applicable laws.

O. Publisher will not use any fraudulent means to generate traffic or inflate clicks/leads. Publisher will not participate in any spoofing, redirecting or trafficking from other websites in order to gain traffic. Publisher will not use automated means to generate traffic. Publisher acknowledges and agrees that it will not be paid for any traffic generated through fraudulent means and it will only be paid for traffic generated through a real live person taking the required action. Company will not pay for any fraudulent traffic and may take appropriate legal action to recover any losses incurred; whether or not traffic is deemed fraudulent is in the sole and absolute discretion of the Company. The Publisher must provide adequate proof upon request, that traffic was not generated through fraudulent means however final determination will be in the discretion of the Company. Publisher will forfeit all money due if the Publisher engages in suspected or actual fraudulent behavior.

P. Publisher will comply with all state and federal laws regarding solicitations to minors and will only include age appropriate materials in any emails or websites targeted for minors.

Q. Where advertisements are posted on Publisher’s website or where links to Publisher’s website are provided, Publisher will have a fully functional website, “under construction” sites are prohibited; that displays actual content and is not just a list of advertisements or links; that has a detailed privacy policy which clearly informs the consumer what personal information is collected and how that information is used and gives an option to opt-out of the use of personal information; does not make any unsubstantiated claims and that does not appear or purport to be the website of the advertiser or Company. Publisher will comply with all laws regarding the use of testimonials and endorsements and will have appropriate disclaimers posted on their websites.

R. Publisher agrees not to use incentivized traffic or incentivized ad placement, or to provide any incentive to the recipient of an electronic advertisement for any purpose including to induce the recipient to initiate an action, click on an ad or make a purchase. Incentives includes money, prizes, virtual currency, point systems and any other form of remuneration. The only exception to this section is for offers/advertisements that are clearly marked by the Company as allowing incentives.

S. Publisher will comply with all rules of any social networking site where traffic is generated through ad placement on a social networking site or service.

T. Publisher will not bid on any search terms that are trademarked, copyrighted or otherwise protected intellectual property of a third party, including the Advertiser.

U. Publisher has all necessary right, power and authority to agree to these terms and conditions and to perform its obligations hereunder; and nothing contained in these terms and conditions or required of Publisher will put such Publisher in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws; and

V. Mobile/ WAP traffic is allowed when permitted by the offer description. Publisher agrees that SMS messages or Txt Messages are not permitted as an acceptable or allowed method of generating traffic to Company’s offers. Furthermore, Publisher agrees SMS Messages/ Txt Messages are strictly forbidden under all circumstances as a means of generating traffic to Company’s offers.

9. Indemnification, defense and notification. Publisher agrees that it will defend and hold harmless the Company, its directors, officers, employees, Advertisers, Agencies, Publishers and clients (collectively, the “Covered Entities”) from and against any and all claims, actions or demand brought by or against the Company and/or any of the Covered Entities alleging: with respect to the Publisher’s business, including the actions of Publisher’s employees, contractors, agents, or sub-publishers alleging: (a) violation of any law, regulation or government mandate; (b) infringement or misappropriation of any intellectual property rights; (c) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; (d) any other offensive, harassing or illegal conduct or violation of any law, rule or regulation, including, the CAN SPAM ACT OF 2003, as amended; (e) any breach of the representations and warranties contained herein; or (f) spamming or any allegation of spamming.

Publisher hereby agrees to indemnify the Company and each Covered Entity from and against all damages, costs, and fees awarded in favor of third parties, and Publisher will indemnify and hold harmless the Company each Covered Entity from and against all claims, demand, liabilities, losses, damages, expenses and costs (including reasonable attorney fees) (collectively, “Losses”) suffered by the Company and each Covered Entity which Losses result from or arise out of Publisher’s use of the Network, the operation of Publisher’s business, the violation by Publisher of any law, rule or regulation, or a breach of these Terms and Conditions.

Publisher will provide the Company with prompt written notice of each any claim of which Publisher becomes aware which may affect a Covered Entities’ interests.

In addition to the above indemnification, Publisher agrees to indemnify and hold harmless any and all Advertisers or Agencies that are clients of the Company from any and all liability, including actual attorney’s fees and expenses incurred by that Advertiser or Agency as a result of Publisher’s breach of any law, regulation or any of the foregoing representations or warranties. Publisher acknowledges and agrees that the Advertiser or Agency is an intended third party beneficiary of the rights and responsibilities contained in this Agreement and that the Advertiser or Agency may enforce this Agreement.

10. Relationship of Parties. Company and Publisher are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Publisher. Neither Company nor Publisher will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

11. Copyright. All content on this Website, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on this site, as well as all software used on this site is the property of Company, its Publishers, or its content suppliers, and is protected by United States and international copyright laws. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Website without the express, written consent of Company.

12. Trademarks. The registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of Company, its Publishers, or Advertisers may not be used in connection with any business, product, or service whose source is not Company, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits Company or any of its Publishers. All other trademarks, service marks, trade names, and logos not owned by Company, its Publishers or advertisers that appear on the Website are the property of their respective owners, who may or may not be Publishers with, connected to, or sponsored by Company or its Publishers. Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of Company, its Publishers or advertisers displayed or contained in the Website without the express, written consent of Company, its Publishers or advertisers.

13. License and Site Access. Company grants Publisher a nonexclusive, nontransferable, limited right and license to access and make use of this website, the Network software and the material provided hereon, provided that Publisher fully complies with all Terms and Conditions. Publisher agrees not to download (other than page caching) or modify this website or software or any portion of it. This license does not include any derivative use of the website or its contents or software; any downloading or copying of account information or software for the benefit of anyone other than the Company; or any use of data mining, robots, or similar data gathering and extraction tools. The website or any portion of the website may not be reproduced, duplicated, copied, sold, or resold. Publisher may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of Company or its Publishers without its or their respective express, written consent. Publisher may not use any metatags or any other “hidden text” utilizing Company’s, its Publishers’ or advertisers’ name(s) or trade names, trademarks, or service marks without the express, written consent of Company. Any unauthorized use terminates the permission or license granted by Company.

14. Confidentiality. Publisher agrees not to disclose to any third party the terms or existence of its relationship with Company or any website content contained in any section of this website that requires a username and password with which to access it. Publisher further agrees not to disclose to any third party the specific offers or advertisements which are displayed on the Network, nor the type, nature, or profitability of those offers. All information relating to Publisher’s participation in the marketing platform, including but not limited to Publisher’s unique user name and password, the identities of any Company’s customers and advertisers, Company’s commission rates and pricing strategies, any calculation of amounts paid to Publisher hereunder and the number of sales, leads or customers acquired by Publisher for any client, shall be considered proprietary information of Company, shall be held in strictest confidence by Publisher and will not, without the prior written consent of Company, be disclosed by Publisher to any other person, in any manner whatsoever, in whole or in part, and will not be used by Publisher directly or indirectly for any purpose other than confirming the correctness of the commission calculation. Publisher agrees not to publically post or display any information about Company, including specifically to refrain from posting comments on public forums, complaint sites or via other mediums, about the Company, its employees or representatives, its advertisers or customers and its marketing platform. Publisher is responsible for maintaining the confidentiality of their account and password, and Publisher agrees to accept responsibility for all activities that occur under their account or password. Publisher agrees to notify Company immediately of any unauthorized use or access of the website of which they are aware. Publisher acknowledges that during the course of its relationship with the Company, Publisher may have access to confidential business information of the Company, its advertisers, clients and other Publishers and agrees to maintain the Confidentiality of that information during the term of this Agreement and for a period of three years following termination of this Agreement.

15. Non-Circumvention. Publisher acknowledges and agrees that the information contained in the marketing platform, including the identity and contact information for Company’s Advertisers, payout terms, and other information is a valuable trade secret of the Company. Publisher acknowledges that the relationships Company has developed with its Advertisers are valuable and Publisher agrees not to, directly or indirectly, circumvent or attempt to circumvent the Company by dealing directly with its Advertisers. In the event Publisher circumvents Company and deals directly with an Advertiser, Publisher agrees that it will forfeit and pay to Company all revenues derived from such conduct. Publisher further agrees that it will not directly contact Company’s Advertisers except with the express, written permission of Company.

16. Termination. If Publisher breaches this Agreement, solicits any of the Company’s Advertisers, fails to properly scrub against provided suppression lists, violates any regulation, law or government mandate, or infringes on any right of third parties, the Company may immediately terminate Publisher’s right to use the Network immediately and without any additional notice. The Company reserves the right to terminate, with or without cause, Publisher's right to use the Network immediately and without any additional notice. The Company will promptly pay any monies due to Publisher minus any monies incurred, or revenues lost due to any breach of this Agreement by Publisher.

17. Relationship. The relationship between Company and Publisher established by these terms and conditions is that of non-exclusive Independent contractors. Neither party may represent to any third party, or otherwise be deemed to be, an employee, agent, partner or joint venture with respect to the other.

18. Entire Agreement and Amendments. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement concerning the use of the Network. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. Whenever a term defined by the Uniform Commercial Code is used in this Agreement, the definition contained in the code is to control.

19. No Assignment. Publisher may not assign this Agreement or any rights hereunder without the express written consent of the Company. This Agreement is binding on the parties respective successors and permitted assigns.

20. Severability. If a court or arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.

21. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure. No claim or right arising out of the breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.

22. Force Majeure. Neither party shall be deemed in default of these terms and conditions to the extent that performance of either party’s obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

23. Arbitration, Governing Law, Jurisdiction and Fees. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. This requirement to arbitrate shall not apply to any breach by Publisher of Section 8, 9 or 14 and Company reserves the right to seek appropriate legal action to prevent or remedy a breach of those Sections in the State courts of Virginia or the United States District Court for the District of Virginia. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed according to the laws of the Commonwealth of Virginia without regard to its conflicts of law principles. Publisher irrevocably submits to the jurisdiction of the state courts of Virginia and to the jurisdiction of the United States District Court for the District of Virginia, for the purpose of any arbitration, suit, action or other proceeding between the parties. In any action brought by Company to enforce any provision of this Agreement, the Publisher shall pay the Company’s reasonable attorney fees and costs.

Publisher acknowledges that they have read these Terms and Conditions, understands them, and agrees to be bound by and to honor the above Terms and Conditions. Please print a copy of these Terms and Conditions for your records.

Effective 09/14/2015