PRSafe Web Services Agreement – Customer Agreement (last modified 04/31/2009)

PLEASE READ CAREFULLY – SCROLL TO THE BOTTOM AND PRESS ACCEPT

This PRSafe Customer Agreement (“Agreement” or PRSafe Web Services Agreement”) is a binding agreement between American Digital Networks LLC (A.D.N.) and you and, if applicable, the company or other legal entity you represent (collectively, “YOU”). This agreement incorporates by reference (1) The Privacy Notice “Privacy Notice” and (2) The conditions of use (“conditions of use”) posted on www.prsafe.com or other A.D.N. Properties, as they may be modified by us from time to time.

By clicking the “ACCEPT” button for this agreement or accepting any modification to this agreement in accordance with section 2 below, you agree to be bound by the terms and conditions of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you “you” shall mean such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this agreement, you must select the “decline” button and you may not use the services.

Welcome

This Agreement includes the following Sections:

1. The Services

2. Modifications to this Agreement

3. Term, Termination and Suspension

4. Authorization and License to Use the Services

a. Permitted Uses Generally

b. Restricted Uses Generally

c. Accounts and Keys

d. Monitoring

5. Authorized Use Policies for Specific Services

5.1 PRSafe Connection Solutions (PRSafe CS)

5.2 PRSafe Media Storage (PRSafe MS)

5.3 PRSafe News Submission Service (Newswire) ( PNSS)

5.4 Featured Listing Services including Featured Business Profiles (FLS)

5.5 Membership Services (MS)

5.6 Event Listings Service (ELS)

6. License to Use A.D.N. Properties

7. Downtime and Service Suspensions; Security

8. Fees

9. Confidentiality

10. Intellectual Property

11. Representations and Warranties; Disclaimers; Limitations of Liability

12. Indemnification

13. US Government License Rights and Export Controls

14. Disputes

15. Notices

16. Miscellaneous Provisions

1. The Services

The services covered by this Agreement include both free services that A.D.N. and its affiliates (referred to together as “we” or “us”) make available for no fee, for the purpose of promoting business with A.D.N. and its affiliated web properties and for other purposes (the “Free Services”, and services that we make available for a fee (the “Paid Services”). The Free Services and the Paid Services are referred to collectively in this agreement as the “Services.” Each Free Service and Paid Service is referred to individually as a “Service.”

1.1 Free Services. The Free Services include the basic PRSafe Business Profiles and Site Widgets and all other web services that we make available to you free of charge on the A.D.N. – branded or PRSafe® branded Web Sites accessible from www.digital50.com, www adn1.com or www.prsafe.com (collectively, the “A.D.N. Websites”), except those web services for which we specifically provide a separate customer agreement.

1.2 Paid Services. The Paid Services include all web services also known as software as a service, we make available to you for a fee on the A.D.N Websites, except those web services for which we specifically provide a separate customer agreement. Our Paid Services include, but are not limited to:

a. PRSafe Connection Solutions

b. PRSafe Media Storage

c. PRSafe News Submission Service (Newswire)

d. Featured Listing Service including Featured Business Profiles

e. Membership Services

f. Event Listings Service

We may, in our sole discretion, (i) begin charging fees for Free Services, in which case such Service will thereafter be deemed a Paid Service, or (ii) cease charging fees for a Paid Service, in which case such Service will thereafter be deemed a Free Service.

2. Modifications to this Agreement

You agree that we may modify this agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement or such Additional Policy on the A.D.N. Web Sites or on external support pages linked from the A.D.N. Web Sites. The revised terms shall be effective as follows:

- if the revised terms are (a) for any Paid Services which are adding at the time of the revision, (b) for the Privacy Notice, (c) for the Conditions of Use, (d) for any AUP (as Defined in Section 4.1.2), (e) for any Free Service, then the revised terms shall be effective upon posting (unless we expressly state otherwise at the time of posting); and

- if the revised terms are otherwise for any then-existing Paid Services, then the revised terms shall be effective upon the earlier to occur (a) fifteen (15) days after posting and (b) if we provide mechanism for your immediate acceptance of revised terms, such as click-through confirmation or acceptance button, your acceptance.

By continuing to use the Services after the effective date of any revisions to this Agreement, you agree to be bound by the revised Agreement. It is your responsibility to check the A.D.N. Web Sites and linked support pages regularly for changes to this Agreement or the Additional Policies, as applicable. We last modified this Agreement on the date set forth at the top of this agreement.

3. Term, Termination and Suspension

3.1. Term. The term of this Agreement (“Term”) will commence, and you may begin using the Services, once you agree to the terms and conditions of this agreement by clicking the “Accept” button below and complete the registration process for your ADN account. The Agreement will remain in effect until terminated by you or us in accordance with this Section 3.

3.2 Termination by You for Convenience. You may terminate this Agreement for any reason or no reason at all, at your convenience, by (i) providing us with written notice of termination in accordance with Section 15 and (ii) closing your account for any Service for which we provide an account closing mechanism.

3.3. Termination or Suspension by Us other Than for Cause.

3.3.1 Free Services. We may suspend your right and license to use any or all Free Services and any associated A.D.N. Properties (as defined in Section 6.1 below), or, if you are only using Free Services, terminate this Agreement in its entirely (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, immediately upon our provision of notice to you in accordance with the notice provisions set forth in Section 15 below.

3.3.2. Paid Services. We may suspend your right and license to use any or all Paid Services (and any associated A.D.N. Properties), or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time by providing sixty (60) days’ advance notice in accordance with the notice provisions set forth in Section 15 below.

3.4. Termination or Suspension by Us for Cause. We may suspend your right and license to use any individual Service or any set of Services, or terminate this Agreement in its entirety (and, accordingly, your right to use all Services), for cause effective as set forth below:

3.4.1 Immediately upon our notice to you in accordance with the notice provisions set for in Section 15 below if: (i) you attempt a denial of service attack on any of the Services; (ii) you seek to hack or break any security mechanism on any of the Services or we otherwise determine that your use of the Services or the A.D.N. Properties poses a security or service risk to us, to any user of services offers by us, to any third party sellers on any of our web sites, or to any of our or their respective customers or may subject us or any third party to liability, damages or danger; (iii) you otherwise use the Services in a way that disrupts or threatens the Services; (iv) you are in default of your payment obligations hereunder and there is an unusual spike or increase in your use of the Services; (v) we determine, in our sole discretion, there is evidence or fraud with respect to your account; (vi) we determine, in our sole discretion, there is evidence of fraud with respect to your account; (vi) you use any of the A.D.N. Content (as defined in Section 6.1) or Marks (as defined in Section 6.2) other than expressly permitted herein; (vii) we receive notice or we otherwise determine, in our sole discretion, that you may be using the A.D.N. Services for illegal purpose or in a way that violates the law, infringes, or misappropriates the rights of any third party; (viii) we determine, in our sole discretion, that our provision of any of the Services to you is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (ix) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets, failure to continue your business, assignment for the benefit of creditors, or if you become the subject of a voluntary or involuntary bankruptcy or similar proceeding.

3.4.2. Fifteen (15) days following our provision of notice to you in accordance with the notice provisions set forth in Section 15 below if you are in default of any payment obligation with respect to any of the services or in any payment mechanism you have provided to us is invalid or charges are refused for such payment mechanism problem within such 15 day period.

3.4.3. Five (5) days following our provision of notice to you in accordance with the notice provisions as set forth in Section 15 below if you breach any other provision of this Agreement and fail, as determined by us, in our sole discretion, to cure such breach within such 5 day period.

3.5. Effect of Suspension or Termination

3.5.1. Suspension. Upon our suspension of your use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that are still in use by you, notwithstanding the suspension (e.g. your continued storage of data within your profiles pages or other areas of your PRSafe account during the period of suspension); (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the applicable Services shall be terminated during the period of suspension.

3.5.2. Termination. Upon termination of this Agreement for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services: (ii) all of your rights under this Agreement shall immediately terminate: and (iii) you shall immediately return, or if instructed by us, destroy all A.D.N. Confidential Information (as defined in Section 9 below) and any A.D.N. Properties then in your possession.

3.6. Survival. In the event this Agreement is terminated for any reason, Sections 3.5, 3.6, 3.7, 3.8, 4.2, 6, 8 (with respect to payments that are accrued but unpaid at the time of termination), and 9 through 16 will survive any such termination.

3.7. Data Preservation in the Event of Suspension or Termination.

3.7.1. In the Event of Suspension Other Than for Cause. In the event of a suspension by us of your access to any Service for any reason other than a for cause suspension under Section 3.4.1, during the period of suspension, (i) we will not take any action to intentionally erase any of your data stored on the Services and (ii) applicable Service data storage charges will continue to accrue.

3.7.2. In the Event of Termination Other Than for Cause. In the event of any termination by us of any Service or any set of Services, or termination of this Agreement in its entirety, other than a for cause termination under section 3.4.1 (i) we will not take any action to intentionally erase any of your data stored on the Services for a period of thirty (30) days after the effective date of termination; and (ii) your post termination retrieval of data stored on the Services will be conditioned on your payment of Service data storage charges for period following termination, payment in full of any amounts due us, and your compliance with terms and conditions we may establish with respect to such data retrieval.

3.7.3. In the Event of Other Suspension or Termination. Except as provided in Sections 3.7.1 and 3.7.2 above, we shall have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve the same.

3.8. Post-Termination Assistance. Following the suspension or termination of your right to use the Services by us or by you for any reason other than a for cause termination (i.e. a termination under Section 3.2 or under 3.3), you shall be entitled to take advantage of any post-termination assistance we may generally make available with respect to the Services, such as data retrieval arrangements we may elect to make available. We may also endeavor to provide you unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to Services or made available uniquely to you, shall be conditioned upon your acceptance of and compliance with any fees and terms we specify for such assistance.

4. Authorization and License to Use the Services

Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth on the applicable Service detail page on the A.D.N. Web Sites (as such payment terms may be updated from time to time), we hereby grant you a limited, non-exclusive, non transferable, non-sublicenseable right and license , in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.

4.1 Permitted Uses Generally.

4.1.1. (APIs, when and if available, are subject to the terms herein)You may write an application (“Application”) that interfaces with the Services. You acknowledge that we may change, deprecate or republish APIs (as defined in Section 6.1 below) for any Service or feature of a Service from time to time, and that it is your responsibility to ensure that calls you make to any Service are compatible with then-current APIs for the Service.

4.1.2. You may make network calls or requests to the Services at any time that the Services are available, provided that, unless otherwise set forth in an application Authorized Use Policy set forth herein for any Service (“AUP”), you (or if you build and release an Application, each installed copy of your Application) may not exceed the maximum file size or maximum calls per second limit (if any) set forth for any particular Service in the in its AUP (or, in the event the AUP for a Service does not indicate a maximum file size, greater than 40K).

4.1.3. You may access the A.D.N. Web Sites using a standard Internet Browser such as Internet Explorer, Safari, Fire Fox or other commonly used Internet Browser used from a standard computer terminal including mobile devices such as Black Berry handhelds and mobile phones provided that your use complies with the terms of this Agreement.

4.2. Restricted Uses Generally.

4.2.1. You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services including but without limitation to creating programs to automatically send communications to other members through the messaging system, create fictional profiles or post other content not inline with our Content Guidelines.

4.2.2. You may not compile or use the A.D.N. Properties or any other information obtained through the Services for the purpose of direct marketing, spamming, unsolicited contacting of users of any of the networks including but not limited to Investors, Media Members, Business Members and Public Relations Professionals, or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations.

4.2.3. You may not remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right appearing on or contained within the Services or on any A.D.N. Properties.

4.2.4. Subject to the terms and conditions of this Agreement, you may generally publicize your use of the Services: however, you may not issue any press release with respect to the Services or this Agreement without prior written consent.

4.3. Accounts and Access. Unless otherwise stated in an applicable AUP, you may only create one account per primary email address. A.D.N. accounts may be associated with one or more users through the use of multiple authorized users and separate user’s accounts linked using intra-network approval mechanisms. Account Identifiers (i) identify your account and (ii) allow you to make requests to A.D.N. The Account Identifier is immutable and will always uniquely identify you’re A.D.N. account. User Names and Passwords are unique to your account and are subject to change as our discretion. User names and passwords are for personal use only, and you may not sell, transfer, sublicense or otherwise disclose your account information to any other party. You are responsible for all activities performed while accessing the account using your access information, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your account access information, or if your access information is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including contact information) for you’re A.D.N. account. We are not responsible for any unauthorized access to, alterations of, or the deletion, destruction, damage, loss or failure to store any of, Your Content (as defined in Section 10.2), your Applications, or other data which you submit in connection with your account or the Services.

4.4. Monitoring Your Use of the A.D.N. Web Services. You agree to provide information and/or other materials related to your Applications as reasonably requested by us to verify your compliance with this Agreement. You further acknowledge and agree that, with respect to:

4.4.1 Accounts, we may crawl or otherwise monitor the contents of your account for the purposes of verifying your compliance with this Agreement. You may not seek to block or otherwise interfere with such crawling or monitoring.

5. Authorized Use Policies (AUP) for Specific Services

The following AUPs apply only to the specific Services for which they are provided. In the event of a conflict between the terms of an AUP and the terms and conditions of this Agreement, the terms of the AUP shall apply, but only to the extent of such conflict.

5.1 PRSafe Connection Solutions (PRSafe CS)

5.1.1. PRSafe CS modules with the main PRSafe application platform are designed to connect to various other users of the network. The modules are designed to assist users of the application with communications to and from target audiences including but not limited to Investors, Members of the Media, Employees, Members of Organizations and Associations, Partners and Affiliates. PRSafe CS includes, among other things, data feeds created and sourcing data from the PRSafe application and such feeds are the property of A.D.N. however subject to the terms of use herein. Our purpose in making PRSafe CS available is to allow PRSafe users alternate communications solutions as a replacement to e-mail marketing or other. A.D.N. partners with several applications providers and computer companies to provide technology used in our application and, if referenced in the solution, all use of such technology is subject to the terms and use agreements of respective technology providers when required or when agreements are referenced on A.D.N. Web Sites.

5.1.2. We retain the right to determine, in our sole discretion, whether you shall be entitled to use PRSafe CS and, if we have permitted you to use PRSafe CS, to discontinue your use of PRSafe CS at any time, in our sole discretion.

5.1.3. You are not permitted to use PRSafe CS with any Application, automated or other, for any use that does not have, as its principal purpose, driving traffic to your PRSafe profile pages and aiding in the objective of building connections within the PRSafe application.

5.1.4. Your use of A.D.N. Properties must be strictly limited to promoting the availability of products and services in your PRSafe Account.

5.1.5. You may not: (i) link any of the A.D.N. Properties to any commercial page of a Web Site other than a Web Site owned by you or one of your affiliates; or (ii) in conjunction with any A.D.N. Property, direct traffic to any commercial page of a Web Site other than the URL of you’re A.D.N. Account.

5.1.6. If you complied with the linking obligations and restrictions above, you may have links within some areas, as clearly identified within the application, such as news releases submitted for distribution on the DiGiTAL50 newswire news distribution network, but the link is still subject to the terms of use and guidelines herein.

You may have links within other areas of your Account (i.e., that are not A.D.N. Properties) to Web Sites other than A.D.N. Web Sites, in such case that the area is clearly identified with text authorizing such posting, but you may not use an associate, affiliate or claim partnership with any A.D.N. Web Sites unless special permission is granted in writing.

5.1.7. Unless we have provide you our express written consent in advance, you may not sell, resell, redistribute, sublicense, or transfer (i) all or any portion of the A.D.N. Properties, or (ii) Applications that are built with or contain the A.D.N. Web Site Content to anywhere other than another A.D.N. application or Web Site.

5.1.8. You may store a link for an image included in A.D.N. Properties for up to 24 hours, but you may not store or cache the product image itself.

5.1.9. If you own or operate technology to store Web Sites, you may not copy, store or otherwise make content from the PRSafe Application available on another Web Site, Application or other means, electronic or other.

5.1.10 You may access the PRSafe CS as often as you wish however we may be restrict, at any time, the number of contacts, size of data transfer and amount of data storage permitted per profile. We may change our connection packages to increase or decrease the number of allowable connections permitted per user.

5.1.11. You may provide text, images, reviews, and other informational content (your “A.D.N. Content”) about your company, yourself or your partners to us. If you do so, you hereby grant to us a perpetual, paid-up royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (i) use, reproduce, perform, display and distribute your PRSafe Content in any manner; (ii) adapt, modify, reformat and create derivative works of your PRSafe Account Content for any purpose; (iii) use and publish your name in the form of a credit in conjunction with your PRSafe Account; and (iv) sublicense the forgoing rights to our affiliates and third parties. Additionally, you represent and warrant that: (a) your PRSafe Account is your original work, or you obtained your PRSafe Account Content as permitted by the license above will not violate any third party’s rights, including but not limited to copyright rights. We reserve the right, but are not obligated, to use and publish your name in the form of a credit in conjunction with your PRSafe Account Content as you supply it to us, and by supplying any PRSafe Account Content, you grant us the irrevocable right to do so.

5.1.12. You may access your PRSafe Account at any time that our service is available at PRSafe.com, Digital50.com, and ADN1.com, Connectus.net or another other domain as we provide a direct approved and official link to the PRSafe application. You are authorized to provide a link to A.D.N. and our Web Sites from your Web Sites or applications as long as the link is in line with conditions herein or by express written approval by an official representative of A.D.N.

5.1.13. You may make Text Material (as defined in Section 6.1.), other than Documentation (as defined in Section 6.1), within your own Web Site or Application so long as you include the following disclaimer in plain view and clearly visible to the user of your Application: “PLEASE KEEP IN MIND THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH THIS APPLICATION COMES FROM AMERICAN DIGITAL NETWORKS. ALL SUCH CONTENT IS PROVIDED TO YOU “AS IS.” THIS CONTENT AND YOUR USE OF IT ARE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME.”

5.2. PRSafe Media Storage (PRSafe MS)

5.2.1. Submitting Content. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of the PRSafe Application, you may use PRSafe MS to store, retrieve and serve content associated with your PRSafe account. Storage limitations may exist on a per account basis and may change at any time without notice. You may use A.D.N. applications to store and access your PRSafe Account Content. You acknowledge that neither we nor our licensors are responsible in any manner, and you are solely responsible, for your PRSafe Account Content. While we may track information regarding your PRSafe Account, we will not sell or license your PRSafe Account Content, and will not disclose your PRSafe Account Content except as we may determine to be necessary or desirable to comply with the Agreement, the request of a government or regulatory body, subpoenas or court orders, or for other legal purposes.

5.2.2. You must comply with the Terms of Use as posted by us an updated by us from time to time on the A.D.N. Web Sites, including, without limitation, any limitations described in the Terms of Use on the total size of files or objects that may be stored on the A.D.N. Servers at any one time (e.g., restrictions on files or objects that contain more than 10 MB of data).

5.3. PRSafe News Submission Service (PNSS) (Newswire) (a.k.a. DiGiTAL50 or newswire.prsafe.com)

5.3.1. Posting of Content. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of PRSafe, you may use PNSS to store, retrieve and serve news releases for distribution over our Newswire Services and any affiliates or partnerships established to enhance or extend the coverage or value of the PRSafe Newswire. You are responsible for providing all Content for distribution and must maintain the copyright standards as outlined in this Agreement. Posting of copyrighted content or other material not complying with the terms of this Agreement will subject the user to termination or suspension as outlined in Section 3. You must have a valid verifiable email address associated with your account at all times so we may notify you of any content issues.

5.3.2. Content in Queue. We may delete, without liability of any kind, any of your PRSafe Content that sits in a queue more than 15 days, or other time period specified in the user documentation.

5.3.3. Removal of Published Content. We may delete, without liability of any kind, any of your PRSafe Content that does not meet the terms of this Agreement. Generally, we will make an attempt to notify you, within a period not normally over 24 hours after becoming aware of a possible content violation, and may request removal or alteration of the content to meet the terms of this Agreement.

5.3.4. Purpose of PNSS. The purpose of the PNSS is to promote content in a PRSafe profile and is not meant to drive traffic to an external site, advertise a specific product or service or offer promotions or discounts off of your products or services. The PNSS should be used as a PR Tool to submit newsworthy material to Internet users and Audiences including: Investors, Members of the Media, PR Professionals, Employees, Organization or Association Members and or Partners and Affiliates.

5.3.5. News Submission Format. All news submitted through the PNSS must comply with current submission guidelines and formatting requirements as outlined by information posted on the A.D.N. Web Sites. Any news submission not in compliance may be refused and returned to the submitter for revision or cancellation. In order to comply with industry expectations for news releases, A.D.N. must maintain certain standards and must comply with Industry Expectations in order to maintain the integrity of our service. Any violation of these standards, as outlined in this Agreement, may result in suspension or permanent restriction from using A.D.N. products or services.

5.3.4. Distribution. By submitting news through the PNSS, you authorize A.D.N. to distribute your news without restriction to members of our networks, subscribers of our general or industry specific RSS feeds, affiliates, partners and direct business channels. You grant us the right to replicate your data for the sole purpose of redistribution through our distribution and not for republication in non-A.D.N. publications.

5.3.5. Factual Errors. A.D.N. is not liable for inaccuracies or factual errors contained within news submitted through our networks. We will often conduct a basic editorial review of news prior to approval and distribution over our networks but are not responsible for third party claims resulting from content distributed by you while using the PRSafe application or any other A.D.N. application or Web Site. If a potential error is identified and validated, we have the right to remove or not approve your content even if the content item as defined by a single submission is in line with terms of this Agreement.

5.3.6. Duplication of Content. You have the right to duplicate or save clippings, snippets of data or entire articles from outside sources or from any of our networks provided you save the articles within your PRSafe application and agree not to redistribute the content. If you publish material not produced or owned by you, you may be subject to violations of International Copyright Laws. A.D.N. is not responsible for any such violations if resulting from content submitted by our users and will make every effort to ensure that content made publicly available on our network is not violating any established domestic or International Copyright law. Any material identified by copyright owners as potentially infringing on their rights will be removed from our networks.

5.3.7. Content Violation. If we find that content provided by you is not in line with terms of this agreement and may violate any law, we reserve the right to provide your contact information as outlined in section 5.2.1.

5.3.8. Tracking. We use various tracking methods to provide statistics for news submissions but will not be held liable for tracking errors or computations which could result in incorrect profile views, news views, page views or other metric used to report the exposure of your news release(s) over our networks. We will, however, make every effort to ensure our data is accurate within reasonable expectations and to the limits of the technology used to compile results.

5.3.9. Email this Article. You may use our e-mail this article function within our application but when forwarding any article through our program you must comply with and ensure you adhere to all applicable laws. Without limiting the forgoing, the following are strictly prohibited:

a) Sending of Spam/Unsolicited Email, including:

1) Pyramid Schemes

2) Chain Letters

b) Sending any mail in contravention of the CAN SPAM Act of 2003 or other applicable state or federal laws and regulations.

c) Forgery: Altering or obscuring mail headers or assuming the identity of a sender without the explicit permission of that sender.

5.3.10. Network. You may make network connections from PRSafe hosted servers to other hosts only with the permission and authorization of the destination hosts and networks.

You may not conduct:

(a) Unauthorized probes and port scans for vulnerabilities

(b) Unauthorized penetration tests, traffic that circumvents authentication systems or other unauthorized attempts to gain entry into any systems.

(c) Web crawling which is not restricted to a rate so as not to impair or otherwise disrupt the servers being crawled.

(d) Unauthorized network monitoring or packet capture

(e) Forged or non-standard protocol headers, such as altering source addresses, etc.

(f) Flooding

(g) Denial of Service (DoS) of any kind.

You may not operate network services such as:

(a) Open proxies

(b) Open mail relays

(c) Open, recursive domain name servers.

5.3.11. News Submission Costs

News Submissions are Paid Services, unless bundled as part of a package, and therefore are subject to account requirements for keeping your account in good standing. News listings, including general news submission and press release submission, are charged based on the selected news package. The news submission pricing is subject to change without notice and changes will be posted to the A.D.N. Web Sites at least 60 days prior to any increase. In the event of rejection of a news submission, including but not limited to press release submissions not successfully reviewed and published to the network, A.D.N. will issue a refund for all or part of the submission fee paid. Any refund is at the sole discretion of the A.D.N. representative responsible for the account.

5.4.1. Services and Applications. The A.D.N. servers are hosted in and are subject to all applicable laws of the United States and other applicable local laws. You are responsible for maintaining licenses and adhering to license terms of any software you use in conjunction with our service or applications. Certain services are prohibited, and you may not use PRSafe or any other part of A.D.N. application or network in business that:

(a) Constitutes, promotes, facilitates, or permits gambling

(b) Includes, promotes or facilitates child pornography or other illegal activities, including without limitation any activities that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

(c) Engages in deceptive practices such as posing as another service for the purposes of:

(d) Phishing

(e) Pharming

(f) Distributes, shares, or facilitates the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code (collectively, “Harmful Components”).

(g) Violates, misappropriates, or infringes the rights of any third party.

(h) Constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including without limitation, software, algorithms, or other data that is subject to export laws.

You may not share or publish any images or other content or links to applications or content that are intended to cause, or have the consequence of causing, the user to be in violation of the terms and conditions of this Agreement.

5.5. Featured Business Listing including Featured Business Profiles

5.5.1 Featured Listing Overview. A.D.N. provides Featured Business Listings including Featured Profiles and Featured Events allow members of our networks to purchase additional exposure for profiles and to provide additional options for promoting specific business initiatives. The Featured Listings are displayed above standard listings in search results located on the site (adn1.com, connectus.net, digital50.com, prsafe.com) and featured listings for each site are separate and apart from other sites (i.e. a featured listing purchased on PRSafe will not display as a featured listing on DiGiTAL50 or ADN1.

5.5.2. Display Time. The featured listings display in a rotating featured area. The rotation and number of impressions or times each individual listing will display is governed by the number of listing with criteria matching the search request. Each featured listing displays an equal number of times based on key words. If, for example, there are 10 different profiles with the keyword “sprocket” each featured listing will display once for every 10 searches conducted using that key word. The total number of impressions for a featured listing is dictated by the key words used and is limited only to the restrictions on key word usage and the general terms of this agreement, specifically section 5.4.7. All content published in a featured listing must comply with the terms of this Agreement and our policies and procedures for the use of PRSafe content.

5.5.3. Requirement of Existing Account. Any purchaser of a featured listing must first create a PRSafe Account and then upgrade or purchase a featured listing from the Account User Administration Tools provide with every user account. User has the option of either turning the featured listing on or off through the account area or sending a request to deactivate a featured listing.

5.5.4. Featured Listings are Paid Services, unless bundled as part of a package, and therefore are subject to account requirements for keeping your account in good standing. Featured listings, including featured profiles and featured events, are billed monthly at $24.95 or annually at $249.40 or other amount as specified by price changes or promotions posted on the A.D.N. Web Sites. The featured listing pricing is subject to change without notice and changes will be posted to the A.D.N. Web Sites at least 60 days prior to any increase. In the event of early termination, purchasers of the annual plan will be issued a credit based on the monthly advertised rate at the time of the cancellation. So, for example, if a featured listing is purchased in January, paid for with an annual payment and cancelled in June, the purchaser will be charged the monthly rate at the time of cancellation multiplied by the number of active months, e.g. 6, at the standard monthly service rate and the remaining amount refunded to the purchaser within 30 days of the cancellation.

5.5.5. Renewal; listing are ongoing and, unless cancelled, will continue. Monthly accounts will continue on the billing basis chosen in the account management area. Users can select monthly or annual and, at any time, alternate between the two, however changes in the billing terms may result in higher per month charges or additional fees. If a customer is billed via invoice, we will notify customer no less than 15 days before the renewal to alert the customer of the renewal and make them aware of the additional charges. In the event that we do not hear from a user prior to a renewal, an invoice will be issued for the renewal amount respective of the monthly or annual billing option. If an account renews and a user decides they do not want their account and it is within 15 days from the renewal date, the user will not be charged for the renewal and the account can be closed without additional expense.

In the event of a credit card charge, the same rules apply. If a credit card is charged for a renewal and the user contacts us to request cancellation within 15 days from the renewal, a complete credit will be issued to the Account Holders Credit Account. If an account renews, the active credit card number on file is declined or is disputed, and we are unable to contact the user to obtain current credit card information, we will need to follow termination guidelines as set for in the termination section of this Agreement.

5.5.7. Signup. You acknowledge and agree that by purchasing a featured listing either through an invitation response, direct site sign-up or other means, you are bound by the terms of this Agreement.

5.5.8. Contracts; we don’t currently require contracts, other than this Agreement, for the purchase of a featured listing and a formal insertion order is not required. We may, in some cases, require verbal or some additional acknowledgement of some of the specific terms of this agreement prior to purchase of a featured listing or other product or service offered through A.D.N. Properties, including services offered by affiliates and partners.

5.6. Membership Services

5.6.1. Provided that you comply with the terms of this Agreement and our policies and procedures for the use of Membership Services, you may use Membership Services to create or enhance applications or websites. Membership Services are defined as any service provided either directly by A.D.N. through our applications or Web Sites for use as an added feature in our applications or Web Sites or for use in external application or Web Sites. Member Services include the use of Intranet Options, Group Software, Media Options, Audio and Video Features, Investor Relations Tools, Widgets, Thumbnail Services, External Database or access to other services, applications or tools through the A.D.N. Web Sites.

5.6.2. Use. Use of Membership Services is subject to the individual use guidelines for each membership service. In some cases, if a partner or affiliate provides the application or service, additional terms and conditions may apply.

5.6.3. Member Service Guarantee. We make no guarantee as to the uptime or availability of any Member Service. In some cases, a member service may be shut down for maintenance or repair and in such case we will alert you of planned maintenance within 24-72 hours prior to any work that may affect your ability to use membership services.

5.6.4. Right to Use. You have the right to use membership services only within applications or Web Sites provided by A.D.N. Your are not authorized to access any Membership Service from an unauthorized device and by using any and all Membership Services provided or bundled with the PRSafe application, you agree to comply with the terms of this Agreement.

5.6.5. Some Membership Services, such as site widgets, may be used to enhance external Web Sites or Web Pages. You are only permitted to use A.D.N. tools on other sites if you are the owner of the Web Site or Page or have the Right to make changes to alterations to the Web Site or Web Page. Any Membership Service used outside of the PRSafe application in any Non-A.D.N. application or Web Site will subject to the terms and conditions of this Agreement. If a member is found to be in violation of any terms or conditions of this Agreement while using Membership Services on external applications, Web Sites or Pages, the user will be subject to suspension or termination as outlined by this agreement.

6.0. License to Use the A.D.N. Properties

6.1. A.D.N. Properties. We make available to you, for your installation, copying and/or use in conjunction with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (all such materials except those specifically made available by us under separate license terms, the “A.D.N. Properties”). Subject to your acceptance of this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for your right to use the subject Service, we hereby grant to you, without the right to sublicense, a limited, non-exclusive, non-transferable license during the Term, under our intellectual property or proprietary rights in the A.D.N. Properties, only to install, copy and use the A.D.N. Properties solely in conjunction with and as necessary for your use of such Services and solely to the extent in compliance with all the terms and conditions of this agreement. The A.D.N. Properties may include, without limitation:

a) Proprietary application programming interfaces (“APIs”)

b) Developer tools for use in connection with the APIs;

c) Articles and documentation for use in connection with the use and implementation of the APIs (collectively, “Documentation”);

d) Specifications describing the operational and functional capabilities, use limitations, technical engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and other technology;

e) Textual materials, such as textual product information made available through A.D.N. Product Documentation (“Text Materials”); and

f) Other forms of digital content, data, text, images, logos, user interface designs and other creative designs, audio and video (with the Text Materials, collectively, “A.D.N. Content”).

For certain future applications, sample source code which we may make available from time to time for use in connection with the Services (“Sample Source Code”) and libraries which we may make available from time to time for use in connection with the Services (“Libraries”) will be made available to you under separate license that accompanies each Sample Source Code or Library and the term “A.D.N. Properties,” as used herein, specifically excludes any Sample Source Code or Libraries made available to you under separate license.

Except as may be expressly authorized under this Agreement:

a) You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the A.D.N. Properties.

b) You may not, and may not attempt to, reverse engineer, disassemble, or decompile the A.D.N. Properties or the Services or apply on other process or procedure to derive the source code of any software included in the A.D.N. Properties.

c) You may edit Text Materials only by deleting text from and reducing the length of the Text Materials and only if, in doing so, you do not materially alter the meaning of the Text Materials or cause the Text Materials to become factually incorrect or misleading. You may not add additional information to the Text Materials (e.g., you may not insert words into a customer review). You hereby irrevocably assign to us any and all intellectual property or proprietary rights in such edited Text Material.

6.2 Restrictions with Respect to Use of Marks. Your use of any trademarks, service marks, trade names, logos, symbols, legends, and other designations of A.D.N., PRSafe and its affiliates, licensors and/or third parties who sell our services, including, without limitation, the names and abbreviations “”ADN”, “PRSafe®,” “DiGiTAL50®,” and “ADN1,” (all of the foregoing, together with any other trademarks, service marks, trade names, logos, symbols, legends, abbreviations or Service names and other designations of A.D.N. and its affiliates, the “Marks”, shall strictly comply with the following provisions. You may use the Marks in conjunction with the display of the A.D.N. / PRSafe Content and for the purpose of indicating that parts of your Web Site includes A.D.N. / PRSafe Content or that certain parts of or on your Site were created using our technology (e.g. Powered By PRSafe). You may use the Marks only in the form in which we make them available to you and not in any manner that disparages A.D.N, PRSafe, its affiliates or its licensors, or that otherwise dilutes any Mark. Other than your limited right to use the Marks as provided in this Agreement, we and our licensors retain all right, title and interest in and to the Marks. You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You agree to follow the trademark use guidelines posted on the A.D.N / PRSafe™ Web Services Trademark Guidelines page (the “Trademark Guidelines”) as those guidelines may change from time to time. The Trademark Guidelines are incorporated herein by reference. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provides to you at any time, and upon notice, you will use only the modified Marks and not the old Marks. Other than as specified in this Agreement, you may not use the trademark, service mark, trade name or other business identifier or A.D.N. or its affiliates or third parties that sell the A.D.N. Web Services unless you obtain A.D.N.’s and any applicable third party’s prior written consent. The foregoing prohibition includes the use of “PRSafe,” any other trademark of A.D.N. or its affiliates, or variations or misspellings of any of them, in the name of an Application or in a URL to the left of the top-level domain name (e.g. “.com”, “.net”,”.uk, etc.) – for example, a URL such as “prsafe.mydomain.com”, “prsaf.com” or “prsafebox.com” are expressly prohibited. Any use you make of the Marks shall inure to our benefits and you hereby irrevocably assign to us all right, title and interest in the same. In addition, you agree not to misrepresent or embellish the relationship between us and you, for example by implying that we support, sponsor, endorse, or contribute money to you or your business endeavors.

6.3. Nonexclusive Rights. The rights granted by A.D.N. in this Agreement with respect to the A.D.N. properties, the Marks and the Services are nonexclusive, and A.D.N. reserves the right to: (i) itself act as a developer of products or services related to any of the products that you may develop in conjunction with the A.D.N. properties or via your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with A.D.N. or Applications including technology from A.D.N., PRSafe or any of the A.D.N. Properties.

7. Downtime and Service Suspensions: Security

7.1. Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to you as described in Section 3 above, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion of all of the Services for any reason, including as a result of power outages, system failures or other interruptions: and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers in the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Without limitation to Section 11.5, we shall have no liability whatsoever to provide you email notice of any Service Suspension. To the extent we are able, we will endeavor to provide you email notice of any Service Suspension in accordance with the notice provisions set forth in Section 15 below and to post updates on the A.D.N. Web Sites regarding resumption of Services following any suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

7.2. Security. We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, without limitation to Section 4.3 above and Section 11.5 below, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your Content. We strongly encourage you, where applicable and appropriate, to keep a copy of your text content and any files, including, but not limited to, images, presentation sheets or news releases. We will have no liability to you for any unauthorized access to use, corruption, deletion, destruction or loss of any of Your Content.

8. Fees

8.1. Service Fees. In consideration of your use of any of the Paid Services, you agree to pay applicable fees for Paid Services in the amounts set for on the respective feature pages on the A.D.N. websites. FREE accounts will never be changed to paid accounts and the only fees, if any, for basic accounts, would be if you (the user) upgrades or selects additional value-added paid options. Fees for any new Service or new Service feature will be effective upon posting by us on the website for the applicable Service. In the event we modify our pricing structure or add new features or services, we will post corresponding information on the applicable website. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required determining whether we are obligated to collect VAT from you, including without limitation your VAT identification number.

8.2. Payment. We may specify the manner in which you will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

9. Confidentiality

9.1. Use and Disclosure. You shall not disclose A.D.N. Confidential Information during the Term or at any time during the three (3) year period following the end of the Term. As used in this agreement, “A.D.N. Confidential Information” means all nonpublic information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. A.D.N. Confidential Information includes, without limitation, (i) nonpublic information related to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of our so-called beta test or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that we are obligated to keep confidential, and (iii) the nature, content and existence of any discussions or negotiations between you and us. Confidential Information does not include any information described in Section 9.2 or any information that you are required to disclose by law.

9.2. Excluded Information. Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to us under Section 9.1 above, with respect to any information provided or made available by us hereunder, and we shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortuous act; or (iv) can be shown by documentation to have been independently developed by the receiving party.

9.3. Conflict with Separate Non-Disclosure Agreement. If you and we are parties to a separate non-disclosure agreement (“Stand-Alone NDA”) and there is a conflict between the terms of the Stand-Alone NDA and the terms of this Section 9, the terms of the Stand-Alone NDA shall control.

10. Intellectual Property

10.1. Our Services and the A.D.N. Properties. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the A.D.N. Properties; (iii) the Marks; and (iv) any other technology and software we provide or use to provide the Services and the A.D.N. Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the A.D.N. Properties, the Marks, or such other technology and software, except for the limited use and access rights described in this agreement.

10.2. Your Data and Content. Other than the rights and interests expressly set forth in this Agreement, and excluding A.D.N. Properties and works derived from A.D.N. Properties, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) content and data you may send to us or use as part of your use of content or data to us (“Your Content”).

10.3. Feedback. In the event you elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the A.D.N. Properties or the Marks (collectively, “Feedback”), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback. If submitting feedback as a non-user through the A.D.N. Properties, you will be asked to register for an A.D.N. Service in order to accept and protect A.D.N. under this agreement.

10.4. Non-Assertion. During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on Web Sites operated by or on behalf of us) sublicenses of transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

11. Representations and Warranties; Disclaimers, Limitations of Liability.

11.1.1. Use of the Services. You represent and warrant that you will not use the Services, A.D.N. Properties and/or your Application and Your Content: (i) in a manner that infringes, violates, or misappropriates any rights of us or any third party; (ii) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, including, without limitation, the CAN SPAM Act of 2003; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data that is subject to export laws; and/or (iv) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.

11.2. Application and Content. You represent and warrant: (i) that you are solely responsible for the development, operation and maintenance or any Application, not developed by A.D.N., used to interface with A.D.N. Properties along with any of Your Content, including without limitation, the accuracy, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses consents, permissions, waivers and releases to use and display you Application and Your Content; (iii) that neither your Application nor Your Content (a) violates, misappropriates or infringes any rights of us or any third party, (b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) that neither your Application nor Your Content contains any Harmful Components; and (v) to the extent to which you use any of the Marks, that you will conduct your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of A.D.N.

11.3. Development and Feedback. With respect to any Feedback, you represent and warrant that such Feedback, in whole or in part, contributed by or through you, (i) contains no third party software or any software that may be considered (“Free and Open Source Software” or (“FOSS”) and (ii) does not violate, misappropriate or infringe on any intellectual property rights of any third party. For purposes of this Agreement, “FOSS” means any software distributed subject to a license that requires, as a condition of use, that any other software combined and/or distributed together with such FOSS be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients.

11.4. Authorization and Account Information. You represent and warrant that: (i) the information you provide in connection with your registration is accurate and complete; (ii) if you are registering for the PRSafe Web Services or any other A.D.N. Properties as an individual, that you are at least 18 years of age and have the legal capacity to enter into this Agreement; and (iii) if you are registering for the PRSafe Web Services or any other A.D.N. Properties as an entity or organization, (a) you are duly authorized to do business in the country or countries where you operate, (b) the individual clicking “Accept” on this Agreement and completing the registration meets the requirements of subsection (ii) above and is an authorized representative of your entity, and (c) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to this Agreement and all transactions conducted under your account.

11.5 Disclaimers. A.D.N. PROPERTIES, THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”. WE AND OUR LICENSORS MAKE NO REPRESENTATION OR WARRANTIES OR ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11.6. Links. The PRSafe Web Site and other A.D.N. Properties and/or Services may contain links to Web Sites that are not under our control (“Third Party Sites”). We are not responsible for the contents or functionality of any Third Party Sites or any Web Site that can be accessed via links on any Third Party Site. We provide these links to you as a convenience and the inclusion of such links does not constitute or imply our endorsement or validation of any Third Party Site.

11.7. Limitations of Liability. NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

12. Indemnification

12.1. General. You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on Web Sites operated by or on behalf of us) and each of our and their respective employees, officers, directors, representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney fees), arising out of or in connection with any claim arising out of (i) your use of the Services and/or A.D.N. Properties in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, AUPs, and/or applicable law, (ii) your content with other applications or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your Account and/or Your Content, (iii) your violation of any terms and conditions of this Agreement, including without limitation, your representations and warranties, or (iv) you or your employees’ or personnel’s negligence or willful misconduct.

12.2. Notification. We agree to promptly notify you of any claim subject to notification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our opinion, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without prior written consent and provided that we may, at any time, elect to take your control of the defense and settlement of the claim.

13. US Government License Rights and Export Controls

13.1. U.S. Government License Rights. All Services provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under this agreement.

13.2. Export Compliance and Restrictions. You shall, in connection with your use of the Services or the A.D.N. Properties, comply with all applicable export or re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the Services or A.D.N. Properties.

14.1 Arbitration. All disputes arising under this Agreement and/or your use of the Services shall be submitted to binding and confidential arbitration in the State of Delaware under the expedited rules then prevailing of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, not arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

14.2. Injunctive Relief. Notwithstanding the foregoing, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of A.D.N.’s or any third party’s intellectual property and/or proprietary rights. You hereby irrevocably consent to non-exclusive jurisdiction and venue of the State and Federal Courts of the State of Delaware with respect to any such injunctive or other relieve. You further acknowledge that our rights in the A.D.N. Properties are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

14.3. Governing Law. By using the services, you agree that the laws of the State of Delaware, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.

15. Notices

15.1. To You. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g. notices of amended Agreements, AUPs, updated fees, etc.) will be posted on the A.D.N. Web Site. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updates email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email. In some cases, when applicable, we will post a duplicate message to your message center whereby you will receive an email alert of a pending message.

15.2. To Us. For notices made by you to us under this Agreement and for questions regarding this Agreement or the Services, you may contact A.D.N. as follows:

info@adn1.com

and/or

American Digital Networks, LLC

c/o Gary Pick

508 Main Street

Wilmington, DE 19804

15.3. Language. All communications and notices to be made or given pursuant to this Agreement shall be in English language.

16. Miscellaneous Provisions.

16.1. Third Party Activities. If you authorize, assist, encourage or facilitate another person or entity to take any action required to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

16.2 Severability. If any portion of this Agreement is held by a court of copyright jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

16.3. Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

16.4. Successors and Assigns. This Agreement will be binding upon, and insure to the benefit of the parties and their respective successors and assigns.

16.5. Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the PRSafe Web Site or other A.D.N. Properties, including Additional Policies, and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

16.6. No Endorsement. You understand that we are neither certifying nor endorsing, and have no obligation to certify or endorse, any of your Content or Third-Party Applications used in Conjunction with Your Content.

16.7. Relationship. Nothing in this Agreement is intended to or does create any type of joint venture or partnership or any employer/employee or fiduciary or franchise relationship between you and us.