Click-Ads by Dancesoft Program Terms of Service

These Terms and Conditions ("Terms") are entered into by you and Dancesoft regarding the Click-Ads by Dancesoft program ("Program") as further described at http://www.Click-Ads.com (collectively, the "Agreement"). "You" or "you" means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate ads. You hereby agree and acknowledge:

1 Policies. Program use is subject to all applicable Dancesoft and Partner policies, including, without limitation, the Editorial Guidelines (http://www.Click-Ads.com/help/guidelines.asp). Policies may be modified at any time. Dancesoft may modify or remove ads to comply with any Dancesoft or Partner Property policies.

2 The Program. You are solely responsible for all: (a) keywords, ad targeting options (collectively "Targets") and all ad content and ad URLs ("Creative"), whether generated by or for you; and (b) web sites proximately reachable from Creative URLs and your services and products (collectively "Services"). You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. Ads may be placed on (a) any content or property provided by Dancesoft ("Dancesoft Property"), and (b) any other content or property provided by a third party ("Partner") upon which Dancesoft places ads ("Partner Property"). Dancesoft or Partners may reject or remove any ad or Target for any or no reason. You may independently pause or cancel online any campaign at any time. Dancesoft may cancel immediately any Program or these Terms at any time with notice (additional notice is not required to cancel a reactivated account). Dancesoft may modify the Program or these Terms at any time without liability and your use of the Program after notice that Terms have changed indicates acceptance of the Terms. Sections 1, 2, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.

3 Prohibited Uses. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions or clicks; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your ad is displayed. You represent and warrant that (a) all your information is correct and current; (b) you hold and grant Dancesoft and Partners all rights to copy, distribute and display your ads and Targets ("Use"); and (c) such Use and websites linked from your ads (including services or products therein) will not violate or encourage violation of any applicable laws. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.

4 Disclaimer and Limitation of Liability. Dancesoft DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Dancesoft disclaims all guarantees regarding positioning or the levels or timing of: (i) costs per click, (ii) click through rates, (iii) delivery of any impressions on any Partner Property or Dancesoft Property or sections of such properties, (iv) clicks or (v) conversions for any ads or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO Dancesoft BY YOU FOR THE AD GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

5 Payment. You shall be charged based on actual clicks or other billing methods you may choose online (e.g. cost per impression). You shall pay all charges in the currency selected by you via your online Click-Ads account, or in such other currency as is agreed to in writing by the parties. Charges are exclusive of taxes. You are responsible for paying (a) all taxes and government charges, and (b) reasonable expenses and attorney fees Dancesoft incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Dancesoft's click measurements. Refunds (if any) are at the discretion of Dancesoft and only in the form of advertising credit for Dancesoft Properties. You acknowledge and agree that any credit card and related billing and payment information that you provide to Dancesoft may be shared by Dancesoft with companies who work on Dancesoft's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Dancesoft and servicing your account. Dancesoft may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Dancesoft shall not be liable for any use or disclosure of such information by such third parties.

6 Indemnification. You shall indemnify and defend Dancesoft, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Targets, Creative and Services and breach of the Agreement.

7 Miscellaneous. The Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in Santa Clara County, California. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents by email, but any modifications by you to the Agreement must be made in a writing (not including email) executed by both parties. Any notices to Dancesoft must be sent to: Click-ads by Dancesoft, PO Box 4730, Mountain View, CA 94040, USA, via first class or air mail or courier, and are deemed given upon receipt. Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in your Click-Ads interface). A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. Dancesoft and you and Dancesoft and Partners are not legal partners or agents, but are independent contractors.