anyTitle.com Advanced Placement Program Agreement

anyTitle.com Advanced Placement Program Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ANYTITLE.COM, A SUBSIDIARY OF GLOBE RECORDS. AND BY SUBMITTING AN APPLICATION TO THE ANYTITLE.COM ADVANCED PLACEMENT PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE THESE TERMS AND CONDITIONS.

Overview

This Agreement contains the complete terms and conditions that apply to you as a vendor in anyTitle.com's Advanced Placement Program. The purpose of this Agreement is to allow live searches of your site to be listed in a preferential manner on the anyTitle.com search results listings. Please note that throughout this Agreement, "we," "us," and "our" will mean anyTitle.com, and "you," "your," and "yours" will mean the vendor.

Priority Search Fees

A) For sites that offer a usable affiliate program- Our CPM, or "cost per thousand" searches on Page One Results is of $20 CPM, and Page Two Results at $10 CPM. "Usable affiliate program" means one that allows for individual product linking as well as category search linking. The revenue generated by this program is in addition to the affiliate fees that anyTitle.com may earn from your affiliate program.

B) For sites that do not offer an affiliate program- Our CPM, or "cost per thousand" searches on Page One Results is of $40 CPM, and Page Two Results at $20 CPM.

These rates are good through the end of 2005, at which time me may adjust the rates, but not by more than 20% after some re-evaluation. Any changes would be announced with 30 days notice. We may, depending on the success of this program, offer to grandfather these initial rates for vendors who sign up first for this program, should we end up needing to raise our rates. These priority search fees shall not be contingent on whether or not the visitor completes a transaction at your site.

Payment of Fees

You will be billed on a monthly basis. You will be given a report that specifies the date, time, and reference of the search "impression" of your site's product listings. Payments shall be due upon receipt. If payment is not received within 30 days from the statement date, interest will be charged on the balance due at the rate of 15% per year.

Vendor Responsibilities

Keep us In The Loop on Changes to Your Searches As a vendor in the anyTitle.com Advanced Placement Program, your site will be accessed on a regular basis with search queries. The results that return from your site shall be rendered in a list form, with hypertext links around these list items directing the visitor as exactly as possible to the web page on your site that offers the listed item. Once we have set up our search of your site and have built in the formatting of your returned results to fit our anyTitle.com delivery scheme, we will need to know when any changes are to be made in either the search string variables, or the web page formatting that your site generates when rendering search results. Once we set up the anyTitle.com searches of your site, if we discover that these searches cease to render properly, we have the option to not include those searches until we have opportunity to examine the problem and adjust our searching language to fix the problem.

What You Receive

You will have your search results shown in a "first 20" manner to users of the anyTitle.com Search Service. Since it is up to our visitors to decide what and from whom to purchase products, our Advance Placement Service only gives our visitors access to your search result product listings. Your acceptance into our Advanced Placement Program gives your site's search results preferential listing in that it will appear in the first or second set of results, as selected by you and agreed to by us. The different results on any given set, or page, of results shall be displayed in order of the speed by which they are returned to us. Queries to multiple site searches are sent out is rapid succession, and to achieve the best speed and keep the interest of our visitors, the results are delivered in the order that they return from the searched sites. We cannot guarantee that your site's searches will show first on a set, or page, of results, but if the faster your site can process searches, and the simpler your results page code, the better your chances are of getting your results shown higher on the page.

Policies and Pricing

Users who buy Products from you and have visited us, will be deemed to be your customers. Accordingly, all of your rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those users.

Program Standards

To begin the enrollment process, you must submit a complete Advanced Placement Application via our web site. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if we determine (in our sole discretion) that your web site is unsuitable for the Program. Unsuitable sites include those that:

Promote sexually explicit materials
Promote violence
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
Promote illegal activities
Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

If your Application is rejected, you will not be included in the Program. If accepted, you will be responsible for all of your own expenses incurred in connection with your participation in the Program. In addition, if we accept your Application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. We may change our policies and operating procedures at any time in our sole discretion.

The Starting Date and Term of this Agreement

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

How this Agreement can be Terminated

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In additional this Agreement will terminate immediately upon any breach of this Agreement by you. If we receive termination notice from you, we will begin termination of your site's results and begin replacement of your site's results with another vendor. We have up to 2 weeks to enact that change from the date of your termination notice, and all anyTitle.com searches that include your results up to the time termination of your site's results continue to be billed to you as chargeable Priority Search Fees. Any Priority Search Fees due at the time of termination shall be paid to us by you in the manner of the payment terms as described above.

We Can Modify this Agreement

We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. In such event you will be notified by email and a change notice will be posted on http://www.anyTitle.com. Modifications may include, but are not limited to, changes in the scope of fees, search procedures, and anyTitle.com's Advanced Placement Program rules. If any modification is unacceptable to you, you may end this Agreement. Your continued participation in anyTitle.com's Advanced Placement Program following the email notification of changes, and posting of the change notice on our site will indicate your agreement to the changes.

Disclaimer

ANYTITLE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ANYTITLE.COM, THE ANYTITLE.COM WEBSITE, OR THE PRODUCTS OR SERVICES LISTED THEREON, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties

You represent and warrant that: This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify and hold harmless anyTitle.com and its employees, representatives, agents and affiliates, against any and all claims, suits, actions, or other proceedings brought against anyTitle.com based on or arising from any claim (i) resulting from your breach of this Agreement, or (ii) resulting from your violation of any third-party intellectual property right (including any copyright, patent, trademark, or trade secret) or misappropriation of any third-party material (including any use by anyTitle.com of materials provided by you), or (iii) resulting from your violation of any third-party right of publicity or privacy. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' Fees and costs awarded against or otherwise incurred by anyTitle.com in connection with or arising from any such claim, suit, action, or proceeding.

Miscellaneous

Each party shall be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship. Neither party may assign their rights or obligations under this Agreement to any party, except to a third party who obtains all or substantially all of the assigning party's business or assets. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.

Rev 04-30-03.A

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