Introduction This Agreement between You and Shazee Inc. ("Shazee") consists of these Standard Terms and Conditions ("Terms and Conditions") and Shazee Web Directory (the "Program") Frequently Asked Questions ("FAQs"). "You" or "Advertiser" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an agency, You also represent and warrant that (1) the advertiser on whose behalf You are acting has authorized You to enter into this Agreement and to assume the obligations under this Agreement on such advertiser's behalf and to represent such advertiser within the scope of this Agreement and the Program, and (2) such advertiser agrees to be bound by the terms of this agreement, including but not limited to paying Shazee for advertisements delivered pursuant to this Agreement. Please read very carefully these Terms and Conditions and the Program FAQs. Uses You agree that your URL may be placed on (i) any Web site, application or other property owned or operated by Shazee (a "Shazee Property") and (ii) any Web site, application or other property owned or operated by a third party (a "Partner") upon which Shazee places may place URL(s) pursuant to a contractual agreement ("Partner Property"), unless You opt out of the applicable program(s). Shazee and/or any Partner may review, reject or remove any URL (including any Target (as defined below)) for any reason. In addition, URL(s) may be modified to comply with policies related to any Shazee Property or any Partner Property, and (if applicable) where You have authorized Shazee to optimize URL(s) performance generally through the use of Shazee’s services.

Partner Properties Even if your URL(s) are placed on Partner Property(ies), You agree to direct to Shazee, and not to any Partner, any communication regarding your URL(s) on any Partner Property. In addition, if You participate in any Shazee program(s) by having your URL(s) displayed on Partner Properties, the display of your URL(s) on Partner Property(ies) will provide Partner(s) with access to the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks on directory categories.

Your Web Site(s) You are solely responsible for all website titles, descriptions, keywords and/or key phrases and the content of your URL(s), including URL links. Shazee is not responsible for anything related to your website(s).

Prohibited Uses Shazee strictly prohibits using any Shazee Property, any Partner Property, or any third-party technology: (i) to generate fraudulent impressions of or fraudulent clicks on search listing(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) to advertise substances, services, products or materials that are illegal in any state or country where your ad is displayed; (iii) in any way that violates any policy posted on any Shazee Property, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where your listing is displayed. You may not include URL links to any website(s) as part of your listing, unless the content found at such site(s) is relevant to your websites(s) and/or creatives. You may only list URL(s) you own or have written permission from the owner of the URL(s) to list. You may not list duplicate URL(s), subdomain URL(s) or affiliate program URL re-directs. Violation of these policies may result in immediate termination of this Agreement without notice, and may subject you to state and federal penalties and other legal consequences.

Termination; Cancellation Unless otherwise agreed to in writing by the parties, You may cancel or delete any listing and/or terminate this Agreement with or without cause at any time by cancelling or deleting all your listing(s) under your online account. Shazee may at any time terminate operations, terminate this Agreement, or cancel any listings(s) or your use of any keyword or keyword phrase. Shazee may or may not notify you via email of any such termination or cancellation, which shall be effective immediately.

Confidentiality During the term of this Agreement, each party agrees not to disclose Confidential Information of the other party to any third party without prior written consent except as provided herein. "Confidential Information" includes (i) ads (including Targets and URLs), prior to publication, (ii) except as provided in subsection (i) above, any other Program information or access to technology prior to public disclosure provided by Shazee to You and identified at the time of disclosure in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.

No GuaranteeShazee makes no guarantee regarding the levels of impressions, clicks or conversions for any URL(s) (including any Target) or group of URL(s), Keywords, or Keyword Phrases or the timing of delivery of any impressions, clicks or conversions for any URL(s) displayed on any Shazee Property or any Partner Property. Shazee may offer the same Target to more than one Participant. You may not receive any impressions for your URL(s) if for a given Target there are more participants or URL(s) than available display positions.

No Warranty Shazee MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) Shazee's AGGREGATE LIABILITY TO PARTICIPANT UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing, 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.

Representations and Warranties You represent and warrant that (a) all of the information provided by You to Shazee to enroll in the Program is correct and current; (b) You hold all rights to permit Shazee and any Partner(s) to use, reproduce, display, transmit and distribute Your URL(s) (including all Targets) and all contents therein ("Use"); and (c) the following items will not violate (or encourage conduct that would violate) any applicable laws, regulations or third party rights in any state or country in which your ad is displayed: any Use by Shazee or any Partner(s), your Target(s), any Web site(s) linked to from your URL(s), and products or services offered on such Web site(s) or URL(s).

Your Obligation to Indemnify You agree to indemnify, defend and hold Shazee, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Program, your Web site, and/or your breach of any term of this Agreement. You acknowledge and agree that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.