Advertiser's Agreement:

1) PARTIES

    Pursuant to this Agreement, Clickcounters.com, Inc. ("Clickcounters.com"), a bits & pc's inc. website, of 874 Tourtellot Hill Rd., North Scituate, Rhode Island, 02857, and Advertiser shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made on the Clickcounters.com Network (the "Network") to Advertiser Websites ("Websites").

2) USE POLICY

    a) Membership: Membership in the Clickcounters.com Network is subject to prior approval of Clickcounters.com. Clickcounters.com reserves the right to refuse service to any new or existing Advertiser, in its sole discretion, with or without cause. Approval of membership in the Clickcounters.com Network is limited only to the specific root URLs for which Advertiser has applied for approval. Clickcounters.com reserves the right to withhold approval of membership in the Clickcounters.com Network based on Website primary language. Clickcounters.com reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Advertiser or Website for any reason at any time, with or without notice to the Advertiser and regardless of whether such Advertiser or Website was previously accepted.

    b) Representation: Advertiser represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (2) the Website is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Advertiser is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Advertiser grants Clickcounters.com and the customer the right and license to transmit the Creative to the Website.

    c) Termination: Clickcounters.com reserves the right to terminate any Advertiser's relationship with the Clickcounters.com Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Advertiser agrees to immediately remove from his/her website Clickcounters.comís html code for serving Creative from Clickcounters.com. Advertiser will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the Clickcounters.com server logs, all ties to referrals will be permanently severed and Advertiser will not receive future referral commissions.

    d) Content: Clickcounters.com reserves the absolute right to refuse to affiliate with any Advertiser. Clickcounters.com does not accept Websites that produce or provide adult content. Clickcounters.com does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Clickcounters.com does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. Clickcounters.com ad codes can not be used on WebPages that contain forums, discussion boards, or chat rooms. This Agreement is void-able by Clickcounters.com immediately if Advertiser fails to disclose, conceals or misrepresents itself in any way. In addition, Clickcounters.com may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Advertisers that change their content after approval for membership MUST notify Clickcounters.com of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design. Notices should be sent to Clickcounters.com for Ad Changes.

    e) Traffic: Clickcounters.com reserves the right to terminate Advertiserís relationship with Clickcounters.com immediately should either (a) the number of Impressions delivered by Advertiser total less than 2,500 per month, or (b) the unique Click Through rate equals .25% or less for any fourteen (14) consecutive calendar day period, or (c) Advertiserís traffic falls below the threshold established by Clickcounters.com from time to time. Clickcounters.com reserves the right to change the minimum CTR at any time in response to market pressures.

    f) Defaults: Clickcounters may not be able to fill 100% of advertising requests sent to its servers with paying ads. Clickcounters provides free Advertiser-defined default redirects expressly for this reason. Advertiser-defined defaults ads must adhere to the content guidelines outlined for all Clickcounters Advertisers (no adult content, etc.) Advertisers found using default ads that violate the content restrictions of this Customer Agreement will be removed from the network. If Advertiser chooses not to specify a default redirect, Clickcounters will display so-called 'house' and 'Ad Council' ads on Advertiser's website when paid advertising is unavailable. Clickcounters may display so-called 'house' and 'Ad Council' ads on any Advertiser's website when technical difficulties require it. So-called 'house' and 'Ad Council' ads are not paid advertising. Under no circumstances does Clickcounters guarantee to provide any percent fill of paid advertising to a website.

    g) Placement: Creative may NOT be placed on any root URL not specifically approved for membership within the Network. Banner, Leader board, Skyscraper, and Wide Skyscraper creative must be placed within 600 pixels of the top of the Webpage (above the page scroll/fold). Clickcounters pop-under windows can not be launched from websites that launch more than a total of two pop windows, including the Clickcounters pop-under. Skyscrapers or wide skyscrapers and half page formats cannot be placed on the same page. No member will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. Creative cannot be placed in email messages. In-page creative (Banners, Leader boards, Skyscrapers, Wide Skyscrapers, Rectangles, Medium Rectangles, Half Pages) may not be placed on forums, chat rooms, and other entities that the site owner does not have complete control of. InVue, Interstitial, and Pop-under creative may be placed on forums and chat rooms. Modifications can be made to align Creative, change text color, change text size, or change text font. In addition, all Creative must be placed in such a manner that a majority of visitors will notice the Creative.

    h) Fraud and Deception: Clickcounters.com audits every Advertiser's traffic on a daily basis. Advertisers that produce commit fraudulent activities, including false clicks, false impressions, and incentives clicks, will have their account permanently removed from our network and will not be compensated for fraudulent traffic. Additionally, Clickcounters reserves the right to register fraudulent Advertisers in a global ad network fraud database, for usage by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All Clickcounters.com Creative must be served from a Clickcounters.com server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Advertisers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Advertiser shall induce visitors to click on Creative based on incentives, provided, however, that, with the prior approval of Clickcounters.com, certain language may appear above or below an advertisement served by Clickcounters.com. The following methods of generating visitor interest are unacceptable to Clickcounters.com and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote your Website; auto-spawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

    i) Code: Clickcounters.com ad codes must be not be modified from original format without consent from Clickcounters.com. Advertiser agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Clickcounters.com ad codes can not be used on WebPages that contain forums, discussion boards, or chat rooms. Advertiser can not alter, copy, modify, take, sell, reuse, or divulge any Clickcounters.com computer code, except as is necessary to partake in the Clickcounters.com Network, provided, however, with the prior approval of Clickcounters.com, a Advertiser may, in certain instances, modify the Clickcounters.com computer code for purposes of inserting certain pre-approved language above or below an advertisement served by Clickcounters.com. Requests for language approval should be sent to Clickcounters.com for Ad Changes.

    j) Data Reporting (Stats): Clickcounters.com is the sole owner of all website, campaign, and aggregate web user data collected by Clickcounters.com. Advertiser only has access to campaign data that is collected through the use of their inventory. Customers only have access to website and web user data that is collected as part of Customer's campaign.

    k) Contact Information: To insure timely payment, Advertisers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Advertiser's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Advertiser contact or payment information are Advertiser's responsibility, and will be deducted from re-payment.

3) PAYMENT POLICY

    All accounts will be settled in US dollars ($US). Payment must be made in advance in USD before any campaign may commence. Advertisers can not refer themselves as a Advertiser or as an Advertisee. Groups of Advertisers can not refer each other. All payments are based on actual as defined, accounted and audited by Clickcounters.com.  Clickcounters.com reserves the absolute right not to cancel any accounts or Advertisers that violate any of the terms and conditions set forth herein. No refunds or returns may be provided if Advertiser violates any of these terms or conditions. Clickcounters.com will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs. A one time editorial set up fee of $50.00 will be charged to the account prior to any campaigns going live on the Clickcounters.com Network. 

4) LIABILITY POLICY

    a) Indemnification: Advertiser is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Advertiser Websites and/or (ii) any content or material to which users can link through the Advertiser Websites (other than through an advertisement supplied by Clickcounters.com). Advertiser hereby agrees to indemnify, defend and hold harmless Clickcounters.com and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneysí fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertiser Websites (except for advertisements supplied by Clickcounters.com); (b) arising out of any material breach by Advertiser of any duty, representation or warranty under any agreement with Clickcounters.com; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Advertiser Websites (other than through an advertisement supplied by Clickcounters.com).

    b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising there under or from the provision of services.

    c) Warranty Disclaimer: Clickcounters.com and its Customers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Clickcounters.com, services provided there under, or any output or results thereof. Clickcounters.com and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

    d) Limitation of Liability: Neither Clickcounters.com nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Clickcounters.com or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.

5) GENERAL

    a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Clickcounters.com nor Advertiser shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Clickcounters.com website Advertiser interface are explicitly bound by this Agreement.

    b) Public Release: Advertiser shall not release any information regarding Campaigns, Creatives, or Advertisers relationship with Clickcounters.com or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Clickcounters.com. Clickcounters.com shall have the right to reference and refer to its work for, and relationship with, Advertiser for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Clickcounters.com and Advertiser.

    c) Remedy: If any Advertiser violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, Clickcounters.com reserves the right to withhold payment and take appropriate legal action to cover its damages.

    d) Audit: Clickcounters.com shall have the sole responsibility for calculation of Advertiser earnings, including Impressions and click through numbers. In the event Advertiser disagrees with any such calculation, a written request should be sent immediately to Clickcounters.com. Clickcounters.com will provide Advertiser with an explanation or adjustment of the numbers which shall be final and binding.

    e) Modifications: Clickcounters.com reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the Clickcounters.com Advertiser Agreement within 10 business days from the date of change. Clickcounters.com will post any changes to this Agreement in the Advertiser area of the Clickcounters.com Website..

    f) Privacy: Advertiser shall support Clickcounters.comís commitment to protect the privacy of the online community; such commitment is set forth in Clickcounters.comís Privacy Statement, which is hereby incorporated into this Agreement.

    g) Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from Clickcounters.com. Any attempt to assign this Agreement without such consent will be null and void.

    h) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of California.

    i) Ability to Enter into Agreement: By executing this Agreement, Advertiser warrants that Advertiser (or Authorized Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot enter into a binding contract