In order to place Video eMails and/or messages, links, and/or directories on the VerbalEyes^TM Network, YOU are herein defined as a VerbalEyes^TM Customer and will be subject to the Terms of Service and Conditions set forth herein. VerbalEyes^TM the ("COMPANY') will receive from the CUSTOMER a Web request (delivery of video eMail and/or message) via the COMPANY'S delivery systems on the VerbalEyes^TM Network and/or other Web-based advertising or communications mediums owned or controlled by COMPANY. The request, accepted by COMPANY, shall incorporate and be governed by the terms and conditions set forth herein (these "Terms") and shall be evidence of VerbalEyes^TM CUSTOMER purchase.

1. Service Fee: VerbalEyes^TM hereby gives to Customer express permission to use the VerbalEyes" Network for Video Processing and Delivery System, providing the Customers account is in good standing and all subscription fees are paid in full. The Customer also understands they will not post to the VerbalEyes^TM network any material which may be deemed as objectionable by VerbalEyes^TM which includes anything which is illegal content, child pornography, as described by US law.
2. In case of termination of this Agreement, all Data transfers and links to or from the COMPANY Web Site, to the VerbalEyes^TM CUSTOMER Web Site or CUSTOMER eMail list shall be promptly discontinued. The representations and warranties, indemnification and non-disclosure provisions of this Agreement shall survive termination of this Agreement in accordance with their respective terms.

   All properties provided to COMPANY for use in the deployment of CUSTOMERS video emails, i.e., "CUSTOMER proprietary eMail List" shall be deleted from the VerbalEyes^TM Network.

3. Reports: VerbalEyes^TM CUSTOMER will be provided with reports detailing Video eMail delivery and performance.
4. Payment. Customer to keep on file an up to date credit card, giving VerbalEyes^TM authorization to charge said credit card for prepayment of the selected monthly subscription fee.
5. VerbalEyes^TM CUSTOMER Representations: CUSTOMER represents and warrants to COMPANY that: (a) it has the right to enter into these Terms and perform its obligations hereunder; and (b) the content of the video and delivery of the Video does not and shall not (i) infringe on any rights of any third party including, without limitation, intellectual property rights and rights of privacy and publicity, (ii) violate any applicable laws, rules or regulations, (iii) be defamatory, obscene, harmful to minors, fraudulent, misleading or inaccurate, or (iv) contain any viruses or other computer programming routines that are intended to damage or detrimentally interfere with any system, data or personal information, (v) eMail list provided to COMPANY will be the sole property of the CUSTOMER, who hereby grants the COMPANY the right to send out Video eMail on the CUSTOMER'S behalf, (vi) CUSTOMER'S eMail list will be comprised of a listing of their customers, associates and others known to CUSTOMER, (vii) CUSTOMER further warrants any names provided to COMPANY shall not been purchased or collected from other third parties including, but not limited to list brokers or associations where CUSTOMER is not a member.
6. COMPANY Representations: COMPANY represents and warrants to CUSTOMER that: (a) it has the right to enter into these Terms and perform its obligations hereunder; (b) COMPANY'S NETWORK consists of online sites who have voluntarily consented ("opted in") to receive the Video eMail; and (c) to the best of Company's knowledge, the Video eMail shall be delivered in accordance with all applicable laws, rules and regulations, including any prohibitions against "spamming".
7. Indemnification: Each party shall indemnify, defend and hold the other harmless, including such party's affiliates, directors, officers, employees and agents (collectively, "Affiliates"), from and against any and all claims, allegations, losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred as a result of third party claims arising out of the indemnifying party's breach or violation of these Terms, including the representations set forth herein. In addition, VerbalEyes^TM CUSTOMER shall indemnify, defend and hold COMPANY and its Affiliates harmless from and against any and all claims, allegations, losses, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising from the content or subject matter of any Video eMail or Communication, including any allegation that such content or subject matter is illegal or harmful in any manner, violates the right of a third party, is defamatory or obscene, or violates any law, regulations or other judicial or administrative action. Promptly upon becoming aware of a claim for which indemnity will be sought, the indemnified party shall give written notice to the indemnifying party of such claim. The indemnified party shall give the indemnifying party the sole control of the defense of any claim and, at the indemnifying party's expense, shall provide the indemnifying party such reasonable cooperation as the indemnifying party reasonably requests to defend or settle such claim; provided, (i) the indemnified party shall be entitled to participate at its own expense in the defense of any such claim and (ii) the indemnifying party will not acquiesce to any judgment or enter into any settlement that adversely affects the indemnified party's right or interests without the prior written consent of the indemnified party.
8. NO WARRANTIES; LIMITATION OF LIABILITY: COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY ASSURANCES OR PROMISES OF ANY LEVEL OF SUCCESS IN CONNECTION WITH ANY VIDEO EMAIL OR COMMUNICATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES (WHEIHER OR NOT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WIIHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY'S TOTAL Liability UNDER THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, BE GREATER THAN THE AMOUNTS PAID TO COMPANY HEREUNDER.

   VerbalEyes^TM CUSTOMER'S sole remedy, for failure of delivery of all or a portion of a Video eMail or communication shall be limited to either: (a) a refund of part or all, as applicable subscription fee, or (b) COMPANY'S delivery of a "make good" equal to, but not greater than the original Video eMail under terms acceptable to both parties, such acceptance shall not be unreasonably withheld. Without limiting the foregoing, COMPANY will have no liability for any failure or delay caused by a force majeure event, including but not limited to, government action, fire, flood, earthquake, power loss, riot, explosion, embargo, act of terrorism, work slowdown or any other event beyond Company's reasonable control.

9. Governing Law; Venue. These Terms shall be construed in accordance with and governed by the laws of the State of California, U.S.A., without regard to principles of conflicts of law. Each party consents to the exclusive jurisdiction and venue of the courts of Los Angeles, California for the resolution of any action arising out of these Terms.
10. Miscellaneous: These Terms constitute the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties regarding the subject matter contained herein. These Terms may be amended only by a writing executed by a duly authorized representative of each party. Each party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses or contact information set forth within the application of membership. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms, which shall remain in full force and effect. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. The obligations in Sections 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive termination of these Terms.