Addzz Terms and Conditions Documents

1. Summary of changes from June 4, 1998
2. Aaddzz Terms and Conditions - November 23, 1998 - Current Version

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE AADDZZ SYSTEM ("System"). YOUR USE OF THE SYSTEM IS SUBJECT TO THESE TERMS AND CONDITIONS. YOU MUST MANIFEST YOUR ASSENT TO THESE TERMS AND CONDITIONS BY (1) RETURNING A SIGNED HARD COPY OF THIS AGREEMENT OR (2) MANIFESTING YOUR ASSENT ONLINE AT THE APPROPRIATE PROMPT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PROCEED WITH SIGNING UP FOR THE SYSTEM OR OTHERWISE MAKE USE OF THE SYSTEM. UPON ACCEPTANCE, THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND INFORMATION ACCESS TECHNOLOGIES, INC. ("IAT").

1. TERMS DEFINED
   1. "ACCOUNT BALANCE" means that portion of the Aaddzz Account Status Summary showing the total amount of deposits credited to the USER's account reduced by the COST OF THE AD. Upon direction from the ADVERTISER, some or all of the amount stated in the ACCOUNT BALANCE may be allocated to the BUDGET BALANCE.

   2. "ACCOUNTS NOT IN GOOD STANDING" means any account for which there is (i) a default in the payment of fees; (ii) a purchase order past due by more than 15 days; (iii) disputed or declined credit card charges; (iv) a check returned unpaid; (v) evidence that false, fraudulent or incorrect account information has been provided or (vi) unverifiable account contact information for the account.

   3. "AD IMPRESSION" means an attempt by Aaddzz to display an ad to a VISITOR. A FAILED ATTEMPT counts as an AD IMPRESSION.

   4. "AD SCHEDULING" means the availability of Web ad display as determined by the Ad Run Information (e.g. dates, start and stop times, Ad Run Budgets, and dates to begin or end a run).

   5. "ADVERTISER" OR "BUYER" means a purchaser of Web advertising space who is a registered USER of the Aaddzz System and has paid the appropriate fees necessary in order to have buyer's status.

   6. "ADVERTISER'S COMMISSION" means commissions paid to authorized intermediaries between Aaddzz and ADVERTISER.

   7. "BUDGET BALANCE" means that portion of the Aaddzz Account Status Summary showing the total amount which the ADVERTISER has designated as available to spend on Web advertising.

   8. "CLICK THRU" means an attempt by Aaddzz to deliver a VIEWER to an ADVERTISER-specified URL and occurs each time a VISITOR clicks on an Aaddzz-sponsored ad.

   9. "COMMISSION BALANCE" means that portion of the Aaddzz Account Status Summary showing the total funds currently due to the SELLER as a result of AD IMPRESSIONS and/or CLICK THRUS transacted on the SELLER'S Web site. Upon request by the SELLER, some or all of the amount stated in the COMMISSION BALANCE may be transferred to the ACCOUNT BALANCE. Payments are made to WEB MASTERS equalling the COMMISSION BALANCE less the COMMISSION CHECK BASE to the extent that the payment is greater than or equal to $5.00.

   10. "COMMISSION CHECK BASE" means that portion of the Aaddzz Account Status Summary showing the amount which USER has designated not to be paid out at the end of the billing period.

   11. "COST OF THE AD" is the rate per AD IMPRESSION or CLICK THRU less any applicable DISCOUNT POINTS.

   12. "DISCOUNT POINTS" means the discount rate applied to a qualified volume ADVERTISER and/or the discount applicable to ad accounts procured by an authorized Aaddzz Sales Representative or qualified advertising agency.

   13. "FAILED ATTEMPT" means an incomplete attempt to display an AD IMPRESSION due to various causes including but not limited to Internet failure or the inability of the USER's browser, computer, monitor, or other equipment to display the ad.

   14. "HITS" means a computer generated-request to a server to send data. A HIT does not qualify as an "AD IMPRESSION" unless it is a bonafide attempt by a VISITOR to view an ad.

   15. "INACTIVE ACCOUNTS" means an account accruing no credits and experiencing no logins and having an ACCOUNT BALANCE plus COMMISSION BALANCE of $5.00 or less for ninety (90) days or more.

   16. "MOST POPULAR ADS LISTING" means a ranked order based upon the number of CLICK THRUS for a specified time period and rating status featured on the Aaddzz Most Popular Ads Web pages.

   17. "NEWEST ADS LISTING" means those ads featured on the Aaddzz Newest Aaddzz Ads Web pages.

   18. "PROMOTIONAL BALANCE" means that portion of the Aaddzz Account Status Summary showing the number of available promotional dollars credited to the account in return for the display of promotional ads.

   19. "PUBLISHER'S COMMISSION" means commissions paid to authorized intermediaries between Aaddzz and WEB MASTER.

   20. "VISITOR" or "VIEWER" means a natural person viewing an ad displayed by Aaddzz other than the ADVERTISERS, the WEBMASTERS, or their agents, employees, or affiliates. A VISITOR or VIEWER is a USER identified by an IP address or other more narrowing factors. More than one USER may utilize a particular IP address through the use of proxies or dynamic IP address allocation in which case multiple USERs may be identified as a single VISITOR or VIEWER.

   21. "WEB AD" means an ad provided by an ADVERTISER or displayed by a SELLER.

   22. "WEB MASTER" or "SELLER" means a seller of Web or other electronic advertising space who is a registered USER of the Aaddzz System.

   23. "USER" means the account holder or registered visitor.

2. PARTICIPATING AS A VISITOR
   There is no fee for participating as a VISITOR. VISITORS can participate in the Ad Targeting Service by providing the information requested at the Aaddzz's Customize Page.

3. PARTICIPATING AS AN ADVERTISER
   1. ADVERTISERS are account holders who have paid the ad setup fee designated on the Aaddzz's pricing page.

   2. ADVERTISERS choose how much they want to pay for Web Advertising and prepay that amount which is credited to the ACCOUNT BALANCE as a nonrefundable deposit.

   3. ADVERTISERS then designate the following information on the AD RUN:
      1. the PRICE which ADVERTISER is willing to pay per AD IMPRESSION or CLICK THRU;

      2. the AD SCHEDULING;

      3. the sites to avoid;

      4. and other ADVERTISER- defined specifications such as the number of images, the size of the images, whether the ads will be rated or unrated, operating system, brower, and such other options as made available by the Aaddzz system.

   4. AD SCHEDULING and PRICE can be changed by the ADVERTISER at any time by changing the information on the AD RUN. Such changes will go in to effect as soon as practicable.

   5. MOST POPULAR ADS AND NEWEST ADS LISTINGS
      ADVERTISER hereby grants permission to be included in the Aaddzz MOST POPULAR ADS and NEWEST ADS listings.

4. PARTICIPATING AS A WEB MASTER
   1. WEB MASTERS join Aaddzz at no cost.

   2. By joining this System, WEB MASTER grants Aaddzz permission to display any ad on the WEB MASTER'S ad spaces which the Aaddzz system causes to be displayed as determined by site ratings and other criteria.

   3. The WEB MASTER and Aaddzz share the AD PROCEEDS on non-promotional dollars on an 80/20 basis with Aaddzz receiving 20 percent. AD PROCEEDS are the balance remaining after deducting DISCOUNT POINTS and DISTRIBUTOR'S COMMISSIONS from the ad cost. Changes in this 80/20 rate may be made at any time pursuant to the NEWLY ENACTED TERMS AND CONDITIONS provisions of this Agreement.

   4. PLACEMENT AND DISPLAY. In order to qualify as a WEB MASTER, your web pages must be primarily composed of works of original authorship and must contain substantive content. Without limiting the foregoing, sites which, in IAT's sole discretion, are deemed primarily composed from public domain or other freely distributed material or contain little or no substantive content are disqualified. Aaddzz limits the number of Aaddzz ads displayed per page to three (3) ads per page. Aaddzz ads must be displayed using the HTML format provided by the Aaddzz system. Aaddzz ads must be displayed so that the majority of visitors will not need to scroll to see the ad. If placed next to an ad, Aaddzz logos or "stripes" must be displayed adjacent to Aaddzz ads. Aaddzz ads may not be intentionally obscured, obliterated, or concealed. If a USER places an Aaddzz ad space, tracker or counter on a password-protected Webpage, the USER must provide an account name and password to allow Aaddzz programs and staff to access the page.

   5. PROMOTIONAL ADS. For promotional purposes, Aaddzz may in its sole discretion place promotional ads in addition to ads which are subject to the AD IMPRESSION and CLICK THRU rates. For promotional ads, Aaddzz pays an amount equal to one-half of the applicable ad rate, paid in promotional dollars. Promotional dollars from the promotional balance are not discounted and will be used in preference to real dollars from the account balance.

   6. EXTENDED SERVICES. Aaddzz, in its sole discretion, may provide extended services such as virtual page support, targeting by keyword support, and ADVERTISING AGENCY DISCOUNTS.

   7. RIGHT TO REFUSE ADVERTISING. SELLERS may refuse any ad based upon any criteria provided by the Aaddzz's rating system.

5. LISTING IN AADDZZ DIRECTORY.
   1. At the USER's option, in return for a free listing in the Aaddzz Directory, USERs agree to display a graphic provided by Aaddzz.

6. REPORTS
   1. USERs have access to ACCESS REPORTS and COUNTERS at no charge, but in order to have reports calculated a Web page must contain at least one of the following: an Aaddzz ad, an Aaddzz counter or an Aaddzz report logo.

   2. Aaddzz may in its sole discretion make available its proprietary SUMMARY DEMOGRAPHICS upon payments of the applicable fees.

7. EXCESSIVE HITS OR OTHER AADDZZ MISUSE
   1. IAT in its sole discretion reserves the right to terminate accounts due to any misuse of the Aaddzz system and related Properties as defined in PROPRIETARY RIGHTS. Without limiting the foregoing, WEB MASTERS are prohibited from artificially inflating impressions or click-thrus of their ad spaces by any means. Excessive HITS from the same IP address may in Aaddzz's sole discretion not be counted as AD IMPRESSIONS or CLICK THRUS. WEB MASTERS may not include an Aaddzz ad on media which automatically reload or directly or indirectly implement features which automatically cause media containing Aaddzz ads to load, without prior permission from IAT.

   2. Links to Ads may not contain false, misleading, or otherwise inappropriate prompts.

   3. Commissions will not be paid on EXCESSIVE HITS or HITS obtained by actual or suspected AD MISUSE whether or not the misuse is caused by the Web Master. Third party abuse of a page must be resolved by the WEB MASTER with the third party in compliance with the RESOLUTION OF CLAIMS provisions of this Agreement. Aaddzz reserves the right to make retroactive billing adjustments in order to enforce these provisions.

   4. IAT in its sole discretion reserves the right to refuse service to anyone.

8. PAYMENT TERMS
   1. All advertising must be prepaid by check, money order, credit card, or purchase order. Amounts paid for advertising are nonrefundable.

   2. Credit card accounts cannot be used until a signed Authorization Letter has been submitted and approved by Aaddzz.

   3. Purchase order accounts are due and payable upon receipt of Aaddzz's invoice.

   4. If any check is returned unpaid USER's account shall be deemed an ACCOUNT NOT IN GOOD STANDING and USER will be charged a returned check fee of $25.00 in addition to interest and penalties as further provided herein.

   5. ACCOUNTS NOT IN GOOD STANDING are subject to interest charges at the rate of 1.5% per month on the outstanding balance or the maximum interest rate allowed by law. USERs with accounts in default agree to pay IAT its reasonable expenses, including attorneys fees and collection costs, incurred in enforcing its collection rights under this Agreement.

   6. All sums payable for the purchase and sale of Web advertising shall accrue monthly and shall be posted to electronically-generated statements summarizing AD IMPRESSIONS, CLICK THRUS, DISCOUNT POINTS, and DISTRIBUTOR's COMMISSIONS.

   7. Activity Reports and Account Status Summaries are accessible at any time via the USER's password access. USERs are responsible for reviewing such reports on a regular basis. Statements will be deemed incontestable unless USER sends written notice of dispute within thirty (30) days of the date the statement is issued. No other access to IAT's books, accounts, or records will be allowed. IAT shall not be held responsible for errors resulting from errors in the accounting software. IAT's liability for accounting errors is subject to the Limitations on Liability provisions of this Agreement.

   8. Commission payments will be made within thirty (30) days after the close of the monthly accounting period on undisputed amounts for accounts in good standing.

   9. INACTIVE ACCOUNTS may be terminated and the remaining balances forfeited.

   10. ACCOUNTS NOT IN GOOD STANDING are subject to immediate termination.

9. SITE MARKING AND RATING
   1. Websites which are CLICK THRUS from ads are rated by the ADVERTISER. Aaddzz does not verify Website ratings unless there is a complaint. See RESOLUTION OF CLAIMS.

   2. Websites which host ads are rated by the WEB MASTER. Aaddzz does not verify such ratings unless there is a complaint. See RESOLUTION OF CLAIMS.

   3. Aaddzz provides its own proprietary rating system which allows USERs to rate the commercial appearance and content of their own ad images. Aaddzz verifies the USER's ad image ratings if rated through the Aaddzz proprietary system. In the event that Aaddzz disagrees with a USER's rating, Aaddzz will return the rating with a request that the USER either resubmit the ad image at a lower rating or proceed as an unrated ad image. Ads rated by select USERS or other third party neutral raters and unrated ads are not verified unless there is a complaint. See RESOLUTION OF CLAIMS.

   4. The turn around time for establishing a rating is provided on a best efforts basis but is not guaranteed. Generally speaking, during regular business hours, ad ratings are confirmed within one hour of submission. Ads ratings placed on a rush basis are confirmed within five minutes of submission. After regular business hours, ads are confirmed as soon as possible and ads placed on a rush basis are confirmed within one hour. Ad ratings are confirmed in the order received except that rush ads are given priority over non-rush ads. As used herein the term "regular business hours" shall mean Monday through Friday, 9:00 a.m. to 6:00 p.m. Pacific Time.

   5. Use of rating systems is voluntary.

10. PROPRIETARY RIGHTS
    1. IAT retains all right, title and interest in the HoloNet and Aaddzz marks, names, logos, stripes, trackers, counters, icons, Aaddzz directory graphic, software, databases, reports, Web sites and any other information which has been authored by IAT (hereinafter "the properties"). Without limiting the foregoing, USERs with Accounts In Good Standing are granted a nonexclusive, nontransferrable right to display the Aaddzz logos, counters, trackers, stripes and report icons as (hereinafter "IAT graphics") needed to obtain the services which USER is entitled to receive under this Agreement. Except that the properties may only be displayed on web pages. Distribution through any other means, methods or media, including but not limited to e-mail, is strictly prohibited without IAT's prior written approval. The graphics may not be altered, distorted, obliterated, obscured or concealed in any manner. Upon termination of this Agreement, or upon notice from IAT or failure to maintain the account in good standing, all such rights shall terminate and revert to IAT. USER grants IAT a license to use any USER information transmitted over the Aaddzz system for the purpose of enabling the performance of the Aaddzz system as may be required by this Agreement and USER's specified criteria for ad placement. USER shall have no recourse against IAT for infringement resulting from such use.

    2. The "Confidential Information" as used in this Agreement includes the Aaddzz SUMMARY DEMOGRAPHICS, personally identifiable visitor information, and such other materials as IAT may from time to time designate in writing as "Confidential Information" under the terms of this paragraph. USER agrees that it will not make use or disclose within or without its own organization any Confidential Information of IAT which is supplied to or obtained by it in writing, orally, by observation, or electronically except to the extent necessary for negotiations, discussions, and consultations with USER's personnel or authorized representatives of IAT concerning the subject matter of this Agreement, or any other purpose IAT may hereafter authorize in writing. USER agrees that it shall disclose the Confidential Information only to its employers or agent who need to know such information and who have first agreed to be bound by the terms and conditions of this Agreement. USER agrees that it shall treat the Confidential Information with the same degree of care which is commonly accorded to Confidential Information in the high technology field. It is agreed that unauthorized use or disclosure of the Confidential Information will diminish its value to IAT and will impair IAT's ability to compete in the marketplace; therefore, if USER breaches these Confidential Information provisions, then, not withstanding any other term or provisions of this agreement, IAT shall be entitled to all remedies available at law or at equity, including injunctive relief, and the arbitration provisions of this agreement shall not apply.

    3. Without limiting the foregoing, (1) User information, including account information, may be disclosed to Aaddzz sales representatives or other Aaddzz-authorized commissioned intermediaries on an as-needed basis in order to verify commissions and (2) Release of Aaddzz SUMMARY DEMOGRAPHICS shall be permitted only upon payment of the appropriate fee and receipt of a signed copy of this Agreement.

    4. User's shall not employ the IAT properties in any press release or marketing materials without IAT's prior written consent.

11. NO CONTENT CONTROL, WARRANTY DISCLAIMER, LIMITATION OF LIABILITY
    1. USER acknowledges and agrees that IAT's custom and practice is not to monitor, review, limited, censor, or otherwise control the content transmitted on the system and that it is practicably and technically not feasible for IAT to attempt to do so to any meaningful degree. USER is solely responsible for the results of content transmitted by the system, whether originating with the USER or any other person. WARNING: CERTAIN MATERIAL AVAILABLE THROUGH THE SYSTEM MAY NOT BE SUITABLE FOR INDIVIDUALS UNDER THE AGE OF 18. PARENTS ARE URGED TO EXERT PARENTAL DISCRETION AND CONTROL IN THESE MATTERS. USER warrants and represents that all persons having access to the system via the USER's account are at least 18 years of age. IAT will not be responsible for delivery of adult-oriented material to children. USER is solely responsible for employing filtering programs to prevent unwanted tranmissions.

    2. WARRANTY DISCLAIMER. The System is provided "as is" without warranties of any kind. IAT DISCLAIMS ANY WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE SYSTEM, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WHICH OTHERWISE ARISE FROM TRADE USAGE OR COURSE OF DEALING. Some states do not allow the exclusion of implied warranties so the disclaimers set forth herein may not apply in certain states. In that event, any implied warranties are limited in duration to ninety (90) days from the date of commencement of services. This warranty does not apply if the failure of System has resulted from accident, abuse, or misapplication of USER.

    3. The USER has no privacy rights in any information sent over the system. By entering into this agreement you specifically acknowledge and agree to be bound by the provisions of the IAT Policies and Procedures and consent to provide the necessary account set up information and to allow IAT to use and disclose such information in compliance therewith.

    4. IAT shall not be liable for any loss resulting from blocking, deletion or other access limitations to material, delays in posting material, site mis-marking, site mis-rating, site ranking, mis-deliveries, non-deliveries, System interruptions, errors in programming, typographical errors or any other errors.

    5. IAT does not warrant any connection to, transmission over, nor results or use of, any network connection or facilities provided (or failed to be provided) under this Agreement. The USER is responsible for assessing its own computer and transmission network needs, and the results to be obtained therefrom. In no event shall IAT be liable for any damages whatsoever, whether based on contract, tort, warranty, or other legal or equitable grounds (including, without limitation, damages for loss of profits, business interruption, loss of information, loss of data, cost of procurement of substitute goods or other pecuniary loss, direct or indirect damages, exemplary damages or consequential damages) arising out of USER's use or inability to use the System, even if IAT has been advised of the possibility of such damages. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, therefore, the above limitation may not apply to USER.

    6. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IAT, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES OR LIABILITIES AGAINST IAT.

    7. The Aaddzz System is expected to be in open BETA TESTING until further notice. USERs waive any warranties express or implied and accept the product as is and will assume all risks associated with use of the Beta test product. During Beta testing account balance will be changed or reset as Aaddzz may deem appropriate.

    8. USER'S SOLE REMEDY UNDER THIS AGREEMENT IS A NON-REFUNDABLE CREDIT OF UP TO $100 IN PROMOTIONAL DOLLARS. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATION OF IAT AND THE EXCLUSIVE REMEDY OF USER.

12. USER'S LIABILITY, WARRANTIES AND DUTY TO INDEMNIFY.
    1. Use of the System is at USER's own risk. USER agreed to indemnify and hold IAT harmless from any and all loss, damages or claims arising from use of the system.

    2. PROHIBITED PRACTICES. This System may only be used for lawful purposes. USERS are prohibited from transmitting via the System any unlawful, or otherwise harmful material nor shall any information or materials be transmitted in violation of any local, state, or Federal law or applicable foreign law, international covenant or treaty. Without limiting the foregoing, USERS are prohibited from sending or receiving information which amount to an infringement, misuse or misappropriation of any person's intellectual property rights; abusive, threatening, defamatory, obscene or offensive material; child pornography; material protected by trade secret; material advocating hatred against an identifiable group; fraudulent credit card information; fraudulent computer information; data which enables breach of firewalls or other forms of unauthorized access to protected files or which interferes or disrupts IAT's systems or Systems; information which involves an invasion of privacy; espionage, including unauthorized use of trade secret materials pursuant to 18 USC Section 670. The use of the System to transmit certain kinds of information (including without limitation, technical data and encryption capable software) in violation of export control laws or other laws of the United States, whether that information is received abroad or by foreign nationals within the United States, is also prohibited. USER shall also bear the sole responsibility for liability arising from the use of WEB ADS and/or links, including but not limited to liability for unfair competition, unfair or deceptive comparative advertising, or false, misleading, or deceptive practices or violation of Federal Trade Commission regulations.

    3. USER'S WARRANTIES. Without limiting the foregoing, ADVERTISER warrants and represents that the contents of its ad and the linked Web pages fully comply with applicable law and that, if necessary, ADVERTISER has obtained a legal opinion that the materials fully comply with applicable law. Without limiting the foregoing:
       1. In the event that IAT obtains knowledge from any source that the advertising material pertains to a Highly Regulated Subject Matter, ADVERTISER will be required to submit a manually signed hardcopy of this Agreement prior to commencement of System together with such further assurances of legal compliance as Aaddzz may in its sole discretion deem appropriate. As used herein, the term "HIGHLY REGULATED SUBJECT MATTER" includes, but is not limited to, ads relating to sweepstakes and contests; gambling; pharmaceuticals; health and medical-related information; comparison advertising; airlines; automobiles; consumer credit transactions; tobacco; and alcoholic beverages.

       2. CONCEALMENT OF IDENTITY: This Agreement, and some state statutes, including California Business and Professions Code Section 17538, prohibit the concealment of USER's identify from members of the public viewing USER's ads. USERS are required, at a minimum, to post USER's e-mail address on USER's Web site so that third party complaints may be made to USER directly, as well as fully complying with the other requirements of such laws.

       3. USER warrants and represents that all information published by USER via the System is either owned by USER or that USER has obtained the requisite licenses granting USER permission to electronically publish the material.

    4. USER agrees to abide by the IAT Acceptable Use Policy as published and amended from time to time.

    5. INDEMNIFICATION. USER agrees to release, indemnify, and hold IAT harmless from any damages or liabilities, including attorneys fees and costs, which have or may be incurred by IAT as a result of USER's use of the System, whether such damages or liability arising from USER's acts or the acts of a third party. USER acknowledges that it has received and reviewed the provisions of California Civil Code Section 1542 and hereby waives those provisions. No claims shall be made by USER against IAT arising from such use. All claims arising between USER and a third party, including but not limited to requests for depublication or retraction, shall be resolved between the USER and the third party without IAT's involvement. See RESOLUTION OF CLAIMS.

    6. IAT, in its sole discretion, reserves the right to require USER to submit proof of insurance coverage or post a bond in an amount sufficient to secure USER's performance of its indemnification obligations under this Agreement. USER's compliance with such requests shall be a condition precedent to USER's right to obtain any further services under this Agreement and the failure to adequate response to such requests is grounds for immediate account termination.

    7. RESOLUTION OF CLAIMS. Without limiting the foregoing, it is the USER's responsibility to take immediate action to resolve or defend any third party complaints at USER's expense. IAT shall promptly notify USER of any third party complaint together with a demand for immediate resolution and/or defense by USER. Within 24 hours of receipt of such notice, USER shall contact the complaining party and take all reasonable steps to resolve or defend the claim, including deletion of the offending material where appropriate. From and after the effective date of such notice, USER shall be responsible to pay all cost and expenses incurred by IAT in connection with the complaint, including but not limited to attorney fees. Such costs and expenses must be reimbursed within 15 days of receipt of IAT's invoice. The failure to promptly reimburse IAT for such costs and expenses can result in immediate termination of the account. IAT maintains policies and procedures for the investigation of third party claims and the USER's obligation to respond to such complaints. USER agrees to consult the POLICIES AND PROCEDURES frequently to ensure USER's compliance with its current provisions.

    8. ARBITRATION. USER agrees to submit all disputes arising from this agreement or involing third party complaints for on-line resolution to THE VIRTUAL MAGISTRATE PROJECT if available. If on-line resolution is not available, the parties agree to submit the dispute for binding arbitration before the American Arbitration Association in San Francisco, California. Not withstanding the foregoing, IAT does not resolve domain name disputes. See IAT Policies: Domain Name.

    9. DISCIPLINARY ACTION. Any violation of these Terms and Conditions or the Policies and Procedures may result in immediate disciplinary action, including but not limited to account termination or the deletion or blocking of offending material. IAT shall attempt to notify USER within 24 hours of such action unless ordered to proceed otherwise by any law enforcement agency or court order. USER agrees to indemnify and hold IAT harmless from any loss which can or may result from such disciplinary action. Notwithstanding the foregoing, IAT reserved the right to terminate any account at any time upon receipt of sufficient evidence of infringement allowing IAT to form a reasonable belief that continued display of disputed content might subject IAT to third party liability for contributory infringement.

13. TAXES, WITHHOLDING, ETC.
    1. Prior to payment of any monies due from IAT under this Agreement, recipients must provide their Federal Tax I.D. Number or Social Security Number, and must have an IRS Form W-9, W-8 and 1001, or such other IRS Forms as is appropriate, on file.

    2. IAT may be required to withhold certain taxes or make other assessments (such as the addition of ad valoreum sales or use taxes which are payable in addition to Aaddzz service fees) on the payments due to USER or amounts paid by USER and reserves the right to surcharge USER's account for such charges at any time. USER agrees to fully cooperate in the preparation and filing of any documents required by applicable taxing authorities. USER is solely responsible for all Federal, state, local or other applicable taxes which may apply to the payments due to USER under this agreement.

    3. Special taxes and withholding requirements may apply to USERs residing outside the United States and its territories.

    4. IAT reserves the right to limit the availability of this system to U.S. residents. Until further notice, the system is only available to U.S. residents.

14. NON-TRANSFERABILITY
    USER's rights as herein defined are personal, non-transferable and non-assignable unless IAT expressly agrees otherwise in writing.

15. TERMINATION OF SERVICE
    1. Service may be canceled by an Advertiser at any time by removing the ads, ad spaces, counters and trackers.

    2. IAT may terminate this Agreement with cause at any time or without cause upon sixty (60) days notice. This Agreement is deemed terminated if USER fails to assent to Newly Enacted Terms and Conditions within sixty (60) days of publication.

16. GENERAL PROVISIONS
    1. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California or United States Federal law as applicable under principles of federal preemption. California and United States federal laws affecting intellectual property shall be controlling over conflicting provisions of the Berne Convention, NAFTA and any other treaty. This Agreement shall be deemed to have been entered into in the State of California and USER consents to jurisdiction in the State of California for any and all legal proceedings arising out of or in connection with this Agreement.

    2. Entire Agreement. This Agreement set forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.

    3. Right to Modify Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless (1) contained on IAT company letterhead and bearing the personal handwritten signature of an IAT officer or director or (2) published on-line by IAT. USER shall be bound to Newly Enacted Terms and Conditions upon signifying assent through the on-line signature verification process. Failure to assent to Newly Enacted Terms and Conditions within sixty (60) days of notice thereof via e-mail may result in reclassification as an Account Not In Good Standing or termination of the account. Any provisions which add to or vary the Terms of this Agreement and which are contained in any purchase order, receipt, acceptance, confirmation, correspondence or otherwise written, shall be deemed void unless IAT specifically acknowledges and agrees to those provisions in writing.

    4. Notices. Except as to any notice of disciplinary action or notice of Newly Enacted Terms and Conditions, all notices required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to the other party at the address which USER has registered with IAT. Such notice shall be deemed to have been given three (3) days after deposit in the mail, except that a USER's notice of change of address shall be effective only upon receipt and must be made through the Aaddzz on-line interface.

    5. Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, lack of transportation, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

    6. English Language. This Agreement was negotiated and executed in English, and the original English language version shall be controlling.

    7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

    8. Independent Contractors. The relationship between USER and the System is that of independent contractors. This agreement shall not be interpreted to create an agency, employment, partnership, or other such status between the parties.

             Dated: ______________________________________________

  USER's Signature: ______________________________________________

        Print Name: ______________________________________________

CORPORATE OFFICES

Programming and content Copyright © 1996,1997 Information Access Technologies, Inc. Aaddzz^SM is a service mark of Information Access Technologies, Inc. All rights reserved.

Summary of changes from June 4, 1998

• PROMOTIONAL ADS. For promotional purposes, Aaddzz may in its sole discretion place promotional ads in addition to ads which are subject to the AD IMPRESSION and CLICK THRU rates. For promotional ads, Aaddzz pays an amount equal to one-half of the applicable ad rate, paid in promotional dollars. Promotional dollars from the promotional balance are not discounted and will be used in preference to real dollars from the account balance.