MyBertos Gold Card Contract

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Terms and Conditions Acceptance By submitting an ad/banner to MyBertos.com, you, the Advertiser or its agency (collectively "Advertiser"), agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to any individual MyBertos.com Product or Service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions and shall govern the banner advertising order (the "Advertising Order"), superseding all terms therein except for those relating to advertisement scheduling and pricing. Conditions and Restrictions on Use All Advertising Orders are subject to acceptance by MyBertos.com. Rates and the Standard Terms are subject to change without notice. MyBertos.com reserves the right to refuse or cancel any Advertising Order, without cause, at any time. The Standard Terms and Advertising Order shall be collectively known as the "Agreement." Advertiser and its agency (if applicable) shall be jointly and severally responsible under this Agreement. 1. Term of Agreement. The term of this Agreement commences on the Placement Start Date set forth by the Advertising Order and terminates Placement End Date. 2. Terms of Payment: All payment amounts in this Agreement are in U.S. dollars and are exclusive of any applicable taxes and shall be made free and clear of, without reduction for, (and Participant shall be responsible for and shall indemnify MyBertos.com against) any applicable U.S. and foreign, state, and local taxes; value-added or sales taxes; withholding taxes, duties or levies and assessments, howsoever designated or computed, pertaining to the payments under this Agreement (excluding taxes based upon the net income of MyBertos.com). Participant shall promptly furnish MyBertos.com with tax receipts evidencing the payment of any taxes referred to in the preceding sentence. MyBertos.com and Participant shall cooperate with each other in minimizing any applicable tax and in obtaining any exemption from or reduced rate of tax available under any applicable law or tax treaty. 3. Advertiser's Representations; Indemnification. Advertiser represents and warrants to MyBertos.com, and Third Parties (if any), that Advertiser holds all necessary rights to permit the use of the advertisement by MyBertos.com for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to indemnify, defend and hold MyBertos.com and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third-party claim arising from use of or access to the advertisement under this Agreement or any material to which users can link, or any products or services made available to users, through the advertisement under this Agreement. 4. Construction. No term or condition other than those set forth in the Standard Terms or in the Advertising Order relating to advertisement scheduling and pricing shall be binding on MyBertos.com unless in writing signed by duly authorized representatives of the parties. In the event of any inconsistency between the Advertising Order and the Standard Terms, the Standard Terms shall control. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Advertiser, including Advertiser's Advertising Order, and Advertiser hereby disclaims any terms therein, except for terms therein relating to advertisement scheduling and pricing. 5. Termination; Effect of Termination. In the event of a material breach by Advertiser, MyBertos.com may terminate this Agreement immediately without notice or cure period, without liability to MyBertos.com. In the event of any termination, Advertiser shall remain liable for any amount due under an Advertising Order for advertisement delivered to MyBertos.com and such obligation to pay shall survive any termination of this Agreement. If the parties contemplate any provision to survive any termination or expiration of this Agreement, such provision shall survive such termination or expiration. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party.

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