THE ADVERTISER UNDERSTANDS AND AGREES THAT BY CHECKING THE BOX AND CLICKING THE “REGISTER” BUTTON OR USING ANY PART OF THE SERVICES PROVIDED BY TUBE AD NETWORK.COM, IT IS AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS.

This agreement (“Agreement”) sets forth the terms and conditions between TubeAdNetwork.com, Inc. (“Tube Ad Network”), which operates tubeadnetwork.com (“Site”), under which Advertiser agrees to pay Tube Ad Network to place Advertiser’s advertisements on websites owned and operated by publishers who have an agreement with Tube Ad Network (“Publisher’s Websites”), subject to any applicable insertion order(s) that Advertiser enters into which specifically references these terms and conditions and applicable Program Terms (each “Insertion Order”) (collectively the “Agreement”).

1. Access to the Services. Subject to the terms and conditions of this Agreement, Tube Ad Network may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together internet Advertisers and Publishers ("Services"). Tube Ad Network may change, suspend or discontinue the Services (or Advertiser's access thereto), at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Tube Ad Network reserve the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Tube Ad Network also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Advertiser a notice via email or postal mail. Use of the Services by Advertiser following such notification constitutes Advertiser's acceptance of the modified terms and conditions. Advertiser certifies to Tube Ad Network that if Advertiser is an individual (i.e., not an entity) Advertiser is at least 18 years of age and is capable of forming a legally binding contract under the applicable law. Advertiser also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services. Advertiser is responsible for all of its activity in connection with the use of the Services. Advertiser shall also remain at all times primarily liable under this Agreement. For the purposes of this Agreement the definition of an Advertiser includes, but is not limited to, direct advertisers, advertising agencies, media buyers, representatives of a third party whose advertisements are being advertised as part of the Services or intermediaries acting on Advertiser's behalf or who provide tools and technology that are used in conjunction with or facilitate Advertiser’s use of the Services.
2. Implementation. Advertiser agrees to comply with the technical specifications that Tube Ad Network requires in order to ensure the proper display of Advertiser’s advertisements in connection with the Services on Publisher's Websites. Notwithstanding anything herein to the contrary, Advertiser is solely responsible for the look, design, content, wording and graphics of its advertisements.
3. Communications. Advertiser agrees to direct to Tube Ad Network and not to any Publisher, all communications regarding any matter arising out of Advertiser's use of the Services.
4. Content. "Content" means all materials displayed or made accessible through the Site or Services and includes but is not limited to: any content published by a Publisher, any advertisements or other content submitted by any Advertiser, text, audio clips, video clips, photos, graphics, articles, images, illustrations, sponsorships and other types of content or data which may exist from time to time. The Site and its Contents are intended solely for the use of Publishers and Advertisers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services.
5. Acceptable Use Policy. Advertiser agrees that it will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly: (a) contribute, submit or make available through the Services, or use the Services in connection with any Content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable laws, pornographic, obscene, promotional of illicit drugs and drug paraphernalia, gambling-related, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; or (b) engage in any action or practice that disparages or devalues Tube Ad Network or the Services or the reliability, reputation or goodwill of any of them.
6. Charges, Fees and Payment. For any and all advertising Services which Advertiser purchases from Tube Ad Network, Advertiser will pay Tube Ad Network, at the time of purchase, for all charges and fees in connection with the Services in US Dollars only. Tube Ad Network’ measurements are the definitive and exclusive measurements under the Agreement and will be used to calculate Advertiser’s charges. Charges and fees payable to Tube Ad Network hereunder do not include any applicable sales, use, withholding, or any other taxes, which are payable solely by and are the sole responsibility of Advertiser.
7. Disclaimers
   1. Advertiser specifically acknowledges and agrees that Tube Ad Network has no special relationship with or fiduciary duty to Advertiser and that Tube Ad Network has no control over any Content that may be available or published on any Publisher Website (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Advertiser or its clients. Tube Ad Network has no control over and is not responsible for and shall not be liable for: (i) the Publisher's Websites; (ii) the Publisher's Websites Content, (iii) the Publisher's Websites uptime; (iv) the manner in which Publisher implements the advertisement(s) on its Websites; or (v) any failure or delay on the Publisher's behalf in implementing the advertisement(s).
   2. The Site or Publisher’s Websites may contain, or direct Advertiser or its clients to sites containing, information that some people may find offensive or inappropriate. Tube Ad Network makes no representations concerning any Content contained in or accessed through the Site, the Services or Publisher’s Websites, and Tube Ad Network will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through same.
   3. TUBE AD NETWORK MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OR CLICKS ON ANY ADVERTISEMENT, THE TIMING OF DELIVERY OF SUCH IMPRESSIONS OR CLICKS, OR THE AMOUNT OF ANY PAYMENT TO BE MADE TO ADVERTISER IN CONNECTION WITH THE SERVICES.
   4. TUBE AD NETWORK PROVIDES THE SERVICES “AS IS.” TUBE AD NETWORK EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TUBE AD NETWORK DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND ADVERTISER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
   5. TUBE AD NETWORK MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE AND SHALL NOT BE LIABE FOR SAME.
   6. TUBE AD NETWORK MAKE NO GUARANTEE THAT THE SERVICES WILL MEET THE ADVERTISERS REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
8. Advertiser Representations and Warranties: Advertiser represents and warrants that:
   1. the advertisements (i) do not infringe or violate any applicable law, regulation or any other applicable regulation or statutory instrument applicable in the jurisdiction; (ii) do not infringe in any manner any copyright, patent, trade mark, trade secret or other intellectual property right of any third party; (iii) do not breach any duty towards or rights of any person or entity and have not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;(iv) are not false, misleading or fraudulent; (v) do not libel, defame, cause injury to, invade the privacy of, harass or otherwise infringe or violate the rights of any person or third party; (vi) comply with data protection legislation and Advertiser does not collect or use personal information through advertisements without permission from any relevant data subject; and shall not combine, co-mingle, compare or match any information that Advertiser legally collects via Advertiser’s advertisements on any Publisher Websites with any personal information, clickstream or cookie information that Advertiser may have; (vii) do not and shall not include any obscene, offensive, tasteless, defamatory or hateful language; and (viii) shall not be contrary to the applicable law anywhere in the world;
   2. its use of the Services shall be performed in compliance with all applicable laws in each jurisdiction in which the Services are provided or used;
   3. it shall not use the Services or permit the Services to be used for illegal purposes;
   4. it shall not interfere with any third party's use and enjoyment of the Services;
   5. it shall not interfere with or disrupt: Tube Ad Network’ computer networks, the networks of those to whom Tube Ad Network provides services, the proper functioning of the Site, the Services or any other transactions being offered on the Site. Furthermore, the Advertiser warrants that it shall not use any device, software or routine which may potentially or actually cause such interference;
   6. its use of the Services and actions pursuant to this Agreement shall not infringe the intellectual property rights of any third party;
   7. it shall not post or promote and shall use its best efforts to avoid transmission of corrupted files, viruses, worms, trojan horses or other code detrimental to the owner or user of any computer system or that would damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations;
   8. it shall not do any act which in any way that implies endorsement by Tube Ad Network of products or services, without Tube Ad Network’ prior written consent;
   9. it has the full right and authority to grant the rights granted hereunder;
   10. it will comply with Tube Ad Network’ Privacy Policy;
9. Ownership: Tube Ad Network owns any and all intellectual property rights in and to the Site and Services. Except for the rights expressly granted herein, no other rights are granted to Advertiser with respect to the Services and all right, title and interest in and to the Services shall at all times remain the property of Tube Ad Network. Advertiser or its licensor owns any and all intellectual property rights in the advertisements. Except for the rights expressly granted herein, no other rights are granted to Tube Ad Network with respect to the advertisements and all right, title and interest in and to the advertisements shall at all times remain the property of Advertiser or its licensor.
10. Indemnification: Advertiser shall indemnify, defend, save and hold harmless Tube Ad Network and its parent and subsidiaries, and its principals and their officers, directors, agents, affiliates, and employees, from and against any and all third-party claims, damages, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (“Losses”) resulting from, arising out, of or related to any and all of the following: (i) Advertiser’s breach of any of Advertiser’s representations, warranties or agreements; (ii) any claim (actual or threatened), of any kind (including, without limitation, any claim of intellectual property infringement, trademark, trade secret, copyright, patent or privacy right, libel defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising conduct or sales practices) arising from any advertisement or any material of Advertisers made available on Publisher’s Websites or through the Site or Services; (iii) Advertiser’s use of the Site or Services; and (iv) any third party using the Advertiser’s account. In claiming any indemnification hereunder, Tube Ad Network shall (i) promptly notify Advertiser in writing of the claim; (ii) grant Advertiser sole control of the defense (except that Tube Ad Network may, at its own expense, assist in the defense); and (iii) provide Advertiser, at its expense, with all assistance, information and authority reasonably required for the defense the claim. In no event shall Advertiser enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Tube Ad Network.
11. Limitation of Liability: (A) IN NO EVENT SHALL TUBE AD NETWORK BE LIABLE TO ADVERTISER FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, AND (B) IN NO EVENT SHALL TUBE AD NETWORK’ CUMULATIVE LIABILITY HEREUNDER EXCEED THE ACTUAL AMOUNTS PAID BY ADVERTISER TO TUBE AD NETWORK IN THE SIX-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
12. Confidentiality: During the term of this Agreement or at any time thereafter, neither party will use or disclose to any third party the other party’s Confidential Information (as defined herein). The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order, provided that the party required to make such a disclosure gives reasonable notice to the other party so that it may contest such order. “Confidential Information” consists of (a) any technical information or plans concerning the Site or Services or any software or other technology of Tube Ad Network; (b) any other information disclosed by one party to the other party that is marked as confidential; and (c) the content of this Agreement and any such court order referenced in the preceding sentence. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party without restriction on use or disclosure.
13. Intellectual Property Rights:
    1. Advertiser hereby grants Tube Ad Network and Publishers a non-exclusive, worldwide, royalty-free license to use any of the Advertiser names, corporate names, logos, trademarks, service marks, trade names, trade dress, graphics, buttons, banners, URLs, domain names, business names and copyrights and content supplied or authorized by Advertiser for use in the Services ("Advertiser’s IP") (such authorization is deemed to occur when Advertiser makes use of the Services), such use to include, without limitation (i) display on and in press releases/announcements, business plans, marketing material, the Site, Publisher's Websites; and b) a right for any Publisher and Tube Ad Network to link the Site or any Publisher's Websites to a website nominated by Advertiser for the purpose of the provision of the Services.
    2. Advertiser shall not use Tube Ad Network’s IP without prior written approval and nothing in this Agreement shall grant Advertiser the right or license to use Tube Ad Network’ IP. All IP of Tube Ad Network shall remain the exclusive property of Tube Ad Network.
    3. Each party owns and shall retain all right, title and interest in its IP and proprietary technology. The goodwill associated with the use of the same shall inure solely to the benefit of the owning party.
    4. Advertiser hereby irrevocably grants to Tube Ad Network, all such rights in any Content that Advertiser submits to Tube Ad Network, as shall be necessary for Tube Ad Network to provide the Services.
14. Term: The term of this Agreement will commence upon Advertiser’s acceptance of these terms and conditions (“Effective Date”) and shall continue month-to-month unless terminated as provided herein.
15. Termination: Either party may terminate this Agreement at any time by providing written notice to the other party. Tube Ad Network may also remove any advertisements from Publisher’s Websites, terminate or suspend Advertiser’s rights to use the Services, or access to the Site or Publisher’s Websites immediately, without prior notice or liability, if Advertiser has breached or Tube Ad Network is concerned that Advertiser may breach any of the terms or conditions of this Agreement or upon receipt of claims or allegations from third parties relating to such advertisements. In the event of any such termination pursuant to the preceding sentence, any fees paid by Advertiser hereunder are non-refundable and the property of Tube Ad Network.
16. Governing Law and Jurisdiction: The parties agree that any and all disputes arising out of or relating to this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida, without regard to its conflict of law principles that could result in application of the laws of any jurisdiction other than the State of Florida, regardless of Advertiser’s location, and shall be brought exclusively in the federal and state courts located in Broward County, Florida, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
17. Assignment: The rights and obligations of each party hereunder shall inure to the benefit of the respective successors of the parties, provided that Advertiser shall not assign this Agreement or any part thereof without the prior consent in writing of Tube Ad Network.
18. Force Majeure: Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, failures of the Internet, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
19. Relationship. Tube Ad Network and Advertiser are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, representative status or employment relationship between the parties. Neither party has authority to and shall not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the other party in financial or other commitments without that other party's express prior approval in writing; nor shall either party hold itself out as having authority to do same. Advertiser shall not make any statement or representation, whether on the Advertiser websites or otherwise, that the parties are in a contractual relationship, other than for the purpose of this Agreement.
20. Registration and Security: As a condition to using the Site and Services, Advertiser may be required to register with Tube Ad Network and select a password and Advertiser name ("User ID"). Advertiser shall provide Tube Ad Network with accurate, complete, and updated registration information. Failure to do so shall constitute a material breach of this Agreement, which may result in immediate termination of Advertiser's account. Advertiser may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than Advertiser without appropriate authorization. Tube Ad Network reserves the right to refuse registration of, or cancel a User ID in its discretion. Advertiser shall be responsible for maintaining the confidentiality of Advertiser's password.
21. Miscellaneous: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Paragraphs 7-13, 16 and 21 shall survive the termination of this Agreement.