By participating in The OpenPPC Project, a service of the iWeb Technology network of sites ("openPPC") and a wholly owned subsidiary of iWeb, Inc. ("iWeb"), you accept and agree, without limitation or qualification, to all of the terms and conditions in this Agreement. iWeb reserves the right to change the terms of the openPPC Service and this Agreement at any time and from time to time by posting such changes in this area, and your continued participation in the openPPC Program following such changes shall be deemed your consent to such changes.

Approval:
Any character title, keyword, site description or URL (collectively, the "Listing") and Bid Amount submitted to the openPPC Service is subject to the prior approval of openPPC. openPPC will not allow any Listings which are inappropriate, offensive or irrelevant. Once you submit your Listing, openPPC will review your submission for editorial integrity, relevance, appropriateness and accurate mapping to the iWeb network of Sites. You will be notified of your acceptance or rejection within the openPPC Service within approximately 1-2 business days of openPPC receiving your Listing submission and your Bid Amount. openPPC reserves the unrestricted right to reject or cancel any Listing for any reason at any time. When you bid for placement on the openPPC network of sites, your approved Listing may also be posted on sites with which we have partnered (at a minimum, the Listing's title will be displayed). As a result, Listings may appear anywhere on the World Wide Web, including on our sites and our partner sites. Listing positioning and placement is determined by openPPC in its sole discretion and is subject to change in openPPC' sole discretion. openPPC reserves the right to edit any titles and/or descriptions and to suspend and/or remove any Listing at any time for any reason.

Cancellation:
If you would like to cancel your openPPC account you must send an email to service@openppc.net with the words "Cancel Account" in the subject line and your user name in the body. Your account will be canceled within approximately 3 business days. If you have been assigned a dedicated account representative you may cancel your participation by providing openPPC with at least 7 days written notice. Notice to openPPC must be sent to openPPC c/o iWeb, Inc. 1729 208th ST SE, Suite 204, Bothell, WA 98012. openPPC may cancel your participation in the openPPC Service at any time, by email notice to you, and openPPC may cancel or suspend the openPPC Service at any time. If your account is inactive during any 180 day period, openPPC may disable the Listing and will notify you via a message sent to the email address designated by you on the registration form.

Payment:
You agree to pay openPPC an up front, non-refundable set up fee in the amount set forth on the registration form. You also agree to pay openPPC based on the number of click-throughs to the specified Web site generated via the openPPC Service. Such amount shall be determined by multiplying the number of click-throughs by your Bid Amount for each keyword and site purchased. The number of click-throughs is measured by openPPC and you understand and agree that such number shall be the definitive and binding measurement of click-throughs. You hereby authorize openPPC to charge your credit card for your pre-determined account limit as well as pursuant to the terms set forth in connection with the openPPC Service and you agree to pay all such charges. Your pre-determined account limit shall be charged to your credit card on the same day in which you originally entered into this Agreement. If at any time, openPPC is unable to charge your credit card, openPPC may suspend or terminate your participation in the openPPC Service. If your account is reduced to $0 for 90 days or more, openPPC may terminate your participation in the openPPC Service. All payments to openPPC shall be in United States dollars.

Representations and Warranties:
You represent and warrant that (i) you are authorized to enter into this Agreement and to make available to openPPC the Listing, (ii) you are the authorized owner or representative of the Web site(s) for which Listing(s) are requested and (iii) your Listing(s) and Web site(s) do not violate any trademarks, copyrights, trade names or other intellectual property rights or privacy rights of any third party.

You agree that your Web site(s) for which Listings are requested do not contain any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, violate the rights of others, or otherwise violate any applicable local, state, national or international law, or that violate or infringe upon the rights of any third party, including intellectual property rights. You will be responsible for any claim arising from any material that you post or transmit via your Web site(s) and you will not hold iWeb liable or responsible for the activities of visitors who access your Web site(s) via the openPPC Service. You also agree that openPPC may rely on any communications made by you to openPPC, including any revisions to the Listings, which are made using your user name and password, and openPPC may assume that all such communications are authorized by you.

Indemnification:
You agree to indemnify and hold harmless openPPC and its parent, subsidiaries, divisions, affiliates, employees, agents and representatives from and against any losses, costs, damages or expenses (including attorneys' fees) resulting from claims or actions arising out of or in connection with your (i) Listing(s) and Web site(s) and all content contained therein, (ii) use of the openPPC Service and (iii) breach of any agreement, obligation, covenant, representation or warranty set forth in this Agreement, including, without limitation, any third party claims for infringement of copyright, trademark or other intellectual property rights and violation of rights of privacy. You agree that you are solely responsible for defending any claim and for payment of damages and losses resulting from the foregoing to both a third party and openPPC.

Disclaimer:
openPPC is not responsible for the content of any Listing, including, without limitation, any claims, errors or omissions therein. Acceptance of any Listing does not constitute any endorsement of any kind by openPPC. USE OF THE OPENPPC SERVICE IS AT YOUR OWN RISK. THE OPENPPC SERVICE AND THE OPENPPC WEB SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION, THE NUMBER OF CLICK-THROUGHS WHICH WILL BE GENERATED AND THE SUCCESS OF YOUR LISTING(S), OTHER THAN THOSE WARRANTIES WHICH ARE IMPOSED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT..

Limitation of Liability:
NEITHER OPENPPC NOR ITS PARENT NOR ANY OF ITS SUBSIDIARIES, DIVISIONS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSEES SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT THIS AGREEMENT, YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE OPENPPC SERVICE OR BREACH OF ANY WARRANTY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT OPENPPC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OPENPPC SHALL NOT BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY LISTING DUE TO SYSTEMS FAILURE OR MALFUNCTION, TECHNOLOGICAL FAILURE OR MALFUNCTION OF THE OPENPPC NETWORK OF SITES, THE IWEB NETWORK OF SITES OR THE WEB, OR ANY OTHER CIRCUMSTANCES OUTSIDE OF OPENPPC'S CONTROL. OPENPPC WILL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OF THE LISTING BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND/OR TAMPERING BY NETWORK "HACKERS." OPENPPC'S LIABILITY FOR ANY FAILURE TO POSITION/PLACE A LISTING OR FOR ANY ERROR IN ANY LISTING SHALL NOT EXCEED THE AMOUNT CHARGED BY OPENPPC WITH RESPECT TO THE LISTING IN QUESTION. NOTWITHSTANDING ANYTHING HEREIN, YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL OPENPPC'S LIABILITY EVER EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO OPENPPC IN THE SIX MONTH PERIOD PRIOR TO ANY ALLEGED LOSS.

Ownership:
The materials used and displayed on the openPPC Web site, including but not limited to text, software, photographs, graphics, illustrations and artwork, video, music and sound, and names, logos, trademarks and service marks, are the property of openPPC or its affiliates or licensors and are protected by copyright, trademark and other intellectual property laws.

General:
You agree that you shall have no authority to make any promotional or merchandising reference to openPPC, or any public announcement of any kind which references openPPC, including, without limitation, press releases or company statements by you in any medium or manner, except with the express prior written permission of openPPC in each instance. This Agreement shall be governed by the laws of the United States of America and the State of Washington, applicable to contracts executed and performed entirely in the State of Washington, without taking into effect its choice of law rules. Any dispute with respect hereto shall be resolved in the federal or state courts in Snohomish county and you hereby consent to the exclusive jurisdiction of such courts over you. This constitutes the entire agreement between the parties with respect to the subject matter hereof, and no statement, promise, or inducements made by either party or agent of either party that is not contained in this written Agreement shall be valid or binding. In the event any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the other provisions of this Agreement will remain in full force and effect. You may not assign this Agreement without openPPC's prior written consent. shall have no authority to make any promotional or merchandising reference to openPPC, or any public announcement of any kind which references openPPC, including, without limitation, press releases or company statements by you in any medium or manner, except with the express prior written permission of openPPC in each instance. This Agreement shall be governed by the laws of the United States of America and the State of Washington, applicable to contracts executed and performed entirely in the State of Washington, without taking into effect its choice of law rules. Any dispute with respect hereto shall be resolved in the federal or state courts in Snohomish county and you hereby consent to the exclusive jurisdiction of such courts over you. This constitutes the entire agreement between the parties with respect to the subject matter hereof, and no statement, promise, or inducements made by either party or agent of either party that is not contained in this written Agreement shall be valid or binding. In the event any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the other provisions of this Agreement will remain in full force and effect. You may not assign this Agreement without openPPC's prior written consent.