Terms of Use Policy PLEASE READ VERY CAREFULLY THESE TERMS OF USE FOR THE 3DQ2 PROGRAM, INCLUDING THE 3DQ2 FEATURES, BEFORE REGISTERING. PARTICIPATION IN THIS PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER TO PARTICIPATE IN THE 3DQ2 PROGRAM. 1. Program Participation. In order to participate in the 3DQ2 Program, including 3DQ2 (the "Program"), participants ("You") will need to complete a set up procedure with 3DQ2, and in order to use the 3DQ2 features, you will also have to provide your account information for an active account with third party advertising service provider such as Commission Junction or Amazon.com Associates. 3DQ2 reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You agree that 3DQ2 may serve advertisements, links and search result information (collectively the "Ads") in combination with the 3DQ2 technology available on your Web Site (the "Sites"). You agree to comply with the specifications provided by 3DQ2 from time to time to enable proper display, tracking, and delivery of the Program. 2. Program Rules and Restrictions. The Program is designed to allow You to makes some choices about how the Program will appear on Your Web Site. The Program will also allow you to select some of the ads to serve on 3DQ2 from the list of available choices, if you choose to Participate in 3DQ2. 3DQ2 retains the right, in its sole discretion, to set the rules for all ad runs (and of course, we will attempt to choose to show ads relevant to your Site's content) and the right to restrict or limit the types of ads available for different types of Sites. In addition, the 3DQ2 Program may not work all the time or with all 3DQ2 features. 3. Parties' Responsibilities. You are solely responsible for Your Sites, including all content and materials, maintenance and operation thereof. 3DQ2 is not responsible for anything related to Your Site(s), other than any commitment made by 3DQ2 in an Affiliate Agreement, if any, between You and 3DQ2. In addition, 3DQ2 shall not be obligated to provide notice to You in the event that any feature of the Program is not being displayed or running properly. 4. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to use the Program for any automated, deceptive, fraudulent or other invalid mean; to damage, disable, overburden, or impair 3DQ2's or any other party's search services, servers, or other equipment or services; or to act in any way that violates any Program Policies posted on the 3DQ2 Web Site, as may be revised from time to time, or any other agreement between You and 3DQ2 (including without limitation the 3DQ2 Affiliate Agreement), or engage in any action or practice that reflects poorly on 3DQ2 or otherwise disparages or devalues 3DQ2's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. 5. Termination; Cancellation. You may stop using this Program at any time by providing us with written notice to customerservice@3DQ2.com. You may also be required to remove 3DQ2 Script or similar programming from Your Site upon our request. 3DQ2 may at any time, in its sole discretion, also terminate or suspend all or part of the Program for any reason. 6. No Warranty. 3DQ2 MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE PROGRAM, OR THE ADVERTISING FEATURE THEREIN, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ACCURACY OF INFORMATIONAL CONTENT. 3DQ2 MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, NOR DOES 3DQ2 MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM OR THAT ALL DEFECTS WILL BE CORRECTED. 7. LIMITATIONS OF LIABILITY. IN NO EVENT WHATSOEVER SHALL 3DQ2, ITS PARENT COMPANY, SHAREHOLDERS, AFFILIATES, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (HOWEVER ARISING IN TORT, CONTRACT, OR OTHERWISE) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE USE OF THIS SITE IS AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF THE SITE. 3DQ2 NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PARTY TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF 3DQ2, ITS PARENT COMPANY, SHAREHOLDERS, AFFILIATES AND TO ALL OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS. IN NO EVENT SHALL 3DQ2'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED US$50. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO PORTIONS OF THE FOREGOING MAY NOT APPLY TO YOU, BUT THEN LIABILITY SHOULD BE LIMITED TO THE FULL EXTENT OF THE LAW. 8. Force Majeure. Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. 9. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to 3DQ2 to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder. 10. Indemnification. You agree to indemnify and hold 3DQ2 and its affiliates and each of their employees, contractors, agents, officers, and directors harmless, including reasonable attorneys' fees, from any claim or demand made by any third party in connection with or arising out of your use of the Program, your violation of any term, condition, representation, or warranty contained in this Terms of Use, your violation of applicable laws, or your violation of the rights of any other person or entity. 11. Intellectual Property Rights. You acknowledge that 3DQ2 owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (excluding items licensed by 3DQ2 from third parties), and that You will not acquire any right, title, or interest in or to the Program. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any 3DQ2 services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter 3DQ2's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any 3DQ2 services, software, or documentation (including without limitation the display of 3DQ2's Brand Features with Ads, Links, Search Boxes, Search Results, and/or Search Buttons, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. 12. Use of Information. When you use the Program, the 3DQ2 Technology will collect, store, and periodically send information back to 3DQ2 or third party servers, including URLs accessed by the Software and search queries entered into the Software in accordance with the 3DQ2 Software License Agreement (located at http://account.tofucube.com/signup.php or such other URL as 3DQ2 may provide from time to time). In addition, 3DQ2 may retain and use the information you provide from registering for the Program, subject to the terms of the 3DQ2 Privacy Policy (located at http://www.3DQ2.com/ or such other URL as 3DQ2 may provide from time to time), including but not limited to Site demographics and contact and billing information. You agree that 3DQ2 may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program. 3DQ2 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. 3DQ2 disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. 3DQ2 may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by 3DQ2, with advertisers, business partners, sponsors, and other third parties. In addition, if you sign up for 3DQ2 Program, you will provide account information for your advertising service provider. 3DQ2 will use you account code to keep track of visitor traffic (click throughs) so You can get credit. 13. Miscellaneous. This Agreement shall be governed by the laws of California, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Los Angeles, California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Continued use of or visits to the Site constitutes acceptance of any modified terms and conditions. You may not assign your rights or delegate your responsibilities hereunder without the express written permission of 3DQ2. 3DQ2 may, at any time, assign its rights or delegate its obligations hereunder without notice to you. No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.