Welcome to the Image Advantage Service (the “Service”) from VPP Technologies, d.b.a. Image Advantage (the “Company”). If an individual is using the Service on behalf of a business entity, whether as an employee, consultant or agent of such business entity, by doing so, such individual represents that he or she has the legal capacity and authority to bind such business entity to these terms and conditions (these “Terms and Conditions”). “You” or the “Advertiser” shall refer both to the individual accessing the Service on behalf of a business entity, if any, and any such business entity itself.

YOUR ACCESS TO AND USE OF THE SERVICE IS SUBJECT TO THESE TERMS AND CONDITIONS, AND ALL APPLICABLE LAWS. BY USING ANY PART OF THE SERVICE YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS.

1. SERVICE

Subject to these Terms and Conditions, you may participate in the Service, which consists of the Company collecting, indexing and storing your images and delivering those images into your on-line text ads used to direct traffic to websites, where you, the Advertiser pay the hosting service when the ad is clicked (your “Sponsored Links”). With Sponsored Links, advertisers typically bid on keyword phrases relevant to their target market, which can allow the ads to perform more effectively. The Service may place your images into your ads that run on: your Web site(s), third party Web sites, in emails, in syndication feeds, applications, mobile devices and links that connect to the your ads.

2. The Company will obtain Advertiser images used in the Service: from one of your feeds, from the website you are advertising or as up-loaded by you. All images provided by you are provided at your sole discretion but must comply with the Image Selection Criteria as provided in Section 4 of these Terms and Conditions. All images obtained from your website(s) by the Company’s Image Advantage process are acquired using our business rules driven process and/or our editorial staff. We use this proprietary technology and proprietary methodologies to select those images that best represent/match the specific Sponsored Link to which the image is delivered. The business rules and technology that underlie our image selection process are constantly being improved. Therefore, the image selection process continues to iteratively improve and therefore is subject to change from time to time. The Company reserves the right to change its methodology and its conduct of the Service at any time in its sole discretion.
By agreeing to these Terms and Conditions (by signature or by clicking-through), you authorize the Company to obtain and provide your images for used in conjunction with your Sponsored Links running on the web sites of our partners and their affiliates (collectively, "Image Advantage Partners"). You may change or remove your images at any time by contacting the Company. Also, Image Advantage Partners may reject or remove your images at any time. The Company does not make any representations, warranties or guaranties on behalf of any Image Advantage Partners. All communications should be directed to the Company as provided in Section 12 of these Terms and Conditions. You and the Company agree that Image Advantage Partners are intended third party beneficiaries of your representations and warranties in these Terms and Conditions and of the rights and remedies available hereunder.

3. COST
The Company does not charge you any cost for providing the Service. It is a free service provided to You and other advertisers. However, the Company may, in its sole discretion, opt to charge for the Service in the future.

4. PROHIBITED USE OF THE SERVICE
Under no circumstances may an image be used in the Service if the image:

(i) infringes any trademark, service mark, copyright, patent, trade secret or confidentiality obligation of any third party;

(ii) is abusive, vulgar, hateful, threatening, obscene, scandalous, inflammatory or otherwise objectionable;

(iii) is libelous, defamatory or invades any privacy or publicity rights of any third party; or

(iv) violates any law, rule or regulation.

If you are advertising an Adult Site, which is defined as a Web site that presents any sexual/erotic material in the form of text, pictures, graphics, audio or video, you may only provide the Company with images that are not sexually explicit.

5. INTELLECTUAL PROPERTY
The Service, and everything incorporated or used in connection with the Service, including but not limited to software, designs, graphics, text, methods, processes, technology and other intellectual property the index (but specifically excluding your images), are owned, or authorized for use, by the Company. The Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Company without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information. You hereby grant the Company permission to use your images and company logo in any Sponsored Links. All rights not expressly granted to you under these Terms and Conditions are reserved by the Company.

6. CONFIDENTIAL INFORMATION
Through your participation in the Service, you may receive or have access to, certain confidential or proprietary information belonging to the Company, including but not limited to, Service descriptions, pricing, technology, methods, processes and other information (collectively, "Confidential Information"). You shall not at any time, whether before or after the termination of your use of the Service: (i) sell, license, transfer or otherwise make available to any person any Confidential Information, (ii) use any Confidential Information for any purpose other than your participation in the Service, or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or is required by applicable law. All Confidential Information shall at all times remain the personal property of the Company and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the Company immediately upon a request therefore by the Company.

7. YOUR RESPONSIBILITIES
By providing an image for your Sponsored Link, or by the Company obtaining an image from the site advertised in the Sponsored Link, you represent and warrant to the Company that you are authorized to provide and use such images, and that such use by you, Image Advantage and Image Advantage Partners will not violate the rights of any third party.

8. DISCLAIMER
THE SERVICE IS MADE AVAILABLE TO YOU "AS IS" AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, THE COMPANY DOES NOT WARRANT OR REPRESENT THAT: (A) ANY USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) DEFECTS IN THE SERVICE WILL BE CORRECTED; or (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPUTER CODE.

9. LIMITATION ON LIABILITY
IN NO EVENT WILL THE COMPANY OR ANY IMAGE ADVANTAGE PARTNERS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Company, its agents, affiliates, subsidiaries, directors, officers, employees, licensors, licensees, consultants, contractors and Image Advantage Partners from and against any costs, damages, expenses or losses incurred by any of them (including, but not limited to, fees and disbursements of counsel) in connection with claims based upon or relating to (i) images selected through the Service containing trademarks, service marks, copyrights, publicity rights, or any other intellectual property of any party, including, without limitation, claims for trademark infringement, copyright infringement, violation of rights of privacy and publicity, or any other intellectual property violations, (ii) your use of the Service or any breach by you of these Terms and Conditions, including without limitation, any claims that, if true and regardless of the merit of the claim, would constitute a breach of Sections 4 or 7 or (iii) your Web site, except to the extent such costs, damages, expenses or losses are incurred by the Company solely due to the gross negligence or willful misconduct of the Company.

11. TERMINATION AND MODIFICATION
The Company may at any time terminate or modify the Service or your participation in the Service without notice to you and without any liability to you for such termination or modification. You may completely terminate your participation in the Service at any time by giving written notice to the Company (as provided in Section 12, below), provided that, some images may continue to run for a limited time until the Company is able to remove such images.

12. NOTICES
You may send notices to the Company at advertisercenter@imageadvantage.net. Any such notice will be effective upon actual receipt by the Company. The Company may send notices to you through e-mail, regular mail or a posting on any of the Sites. Any such notice will be effective upon actual receipt by you in the case of e-mail or regular mail or upon posting in the case of such notice being posted on any of the Sites.

13. INDEPENDENT CONTRACTORS
You and the Company are independent contractors and not agents of the other for any purpose. Except in connection with the Company's performance in the operation of the Service, neither you nor the Company may act for the other or incur any indebtedness, liability or obligation on behalf of the other.

14. DISPUTES
You and the Company agree to attempt in good faith to resolve any dispute relating to the Service. If any attempt to resolve such a dispute is unsuccessful, you and the Company may only submit such dispute to a federal or state court located in the county of Du Page County, Illinois. You consent to each court located in the county of Du Page County, Illinois, being a proper venue for such dispute and waive any right to object to its being an inconvenient or otherwise inappropriate forum. Any claim against the Company arising from these Terms and Conditions shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. The parties hereby waive trial by jury in connection with any action or suit under these Terms and Conditions or otherwise arising from the relationship between the parties hereto.

15. MISCELLANEOUS
These Terms of Service (i) inure to the benefit of and are binding upon you and the Company and each party's successors and assignees, (ii) shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Illinois, without regard to principles of conflict of laws, and (iii) constitute the entire agreement between you and the Company with respect to the subject matter herein, and supersede all prior oral and written proposals, representations, understandings and agreements. If any provision of these Terms and Conditions is held to be void, invalid or inoperative, the remaining provisions of these Terms and Conditions shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. The Company's failure, in any instance, to exercise any of its rights under these Terms and Conditions will not constitute a general waiver of such or any other rights hereunder. The rights and remedies of the Company under these Terms and Conditions and any other applicable agreement between you and the Company shall be cumulative, and the exercise of any such right or remedy shall not limit the Company's right to exercise any other right or remedy. Should you have any questions regarding these Terms and Conditions you may contact us at advertisercenter@imageadvantage.net.