INTRODUCTION:  DotCom Corporation dba goZone.com (“goZone”), of 1135 Kildaire Farm Road, Suite 200, Cary, North Carolina 27511, provides you access to our goZone Advertiser Program subject to your compliance with the terms and conditions below (“Agreement”).  Please read this Agreement carefully.  By enrolling or participating as a goZone Advertiser (“Advertiser”), you, the Advertiser, agree to be bound by these terms and conditions.

1.  DEFINITIONS.

The following terms shall have the meanings set forth below:

“Advertiser” means a person or company that participates in the goZone Manage Your Account function by providing Paid Listings in the goZone Database.

“Advertiser Site” means the Internet World Wide Web presence operated by or for Advertiser, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

“goZone Database” is the data repository maintained by DotCom Corporation which stores information on searches, links, keywords, and clicks, and is used to make the goZone Site function.

“goZone Manage Your Account” provides functionality to Advertisers to add, edit, and delete links and keywords in the goZone Database.  It can be accessed through the goZone Site using this link, https://www.gozone.com/mlogin.htm.

“goZone Advertiser Program” is the entire set of functionality offered to an Advertiser on the goZone site and includes the search functionality used by an internet user as well as the goZone Manage Your Account function. 

“goZone Site” means the Internet World Wide Web presence operated by or for goZone, currently located on the Internet through the http:/www.gozone.com URL (as modified to comply with the provisions of this Agreement, and future versions or upgrades thereof).

“Intellectual Property” means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.

“Marks” means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of goZone or Merchant , as the case may be, to designate and identify itself or the particular products or services its offers.

“Paid Listing(s)” is the unique combination of a link, a keyword, and a bid amount which typically becomes the result of a search by an internet user. 

“Service Level Guarantee” means the goZone Site will be unavailable to the general public for no more than forty-eight (48) aggregate hours during any thirty (30) day period, excluding routine maintenance which shall occur during the hours of 1 a.m. to 6 a.m. Eastern Time no more than twice per month.

“Service Level Minimums” means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information, prevention of unauthorized access to End User Data, and availability of the Merchant Site to End Users.

All other initially capitalized terms shall have the meanings assigned to them in this Agreement.

2.  LICENSES/OWNERSHIP OF GOZONE.COM SITE.

2.1  Rights Granted by Advertiser.

(a) License; License Restrictions.  Advertiser grants to goZone a nonexclusive, nontransferable, royalty-free (without right to sublicense) license to use and display, during the term of this Agreement, the Advertiser Marks, solely for the purpose of linking to the Advertiser Site.  goZone agrees that the Advertiser Marks are and will remain the sole property of Advertiser and agrees not to contest the ownership of such Advertiser Marks, nor misappropriate the Advertiser Marks for goZone's own use.  Advertiser reserves all rights to control the use of the Advertiser Marks, and goZone shall not change or modify the Advertiser Marks in any manner without prior written authorization from Advertiser.

(b) Reservation of Rights.  Except as expressly granted in this Agreement, goZone shall have no other rights of any kind in the Advertiser Marks or the Advertiser Site.  Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of Advertiser’s Intellectual Property or proprietary technology other than the use of the Advertiser Marks in accordance with the terms of this Agreement. goZone acknowledges that the Advertiser Services are the sole property of Advertiser, and this Agreement only grants goZone a limited right to link to the Advertiser Site under the terms and conditions of this Agreement. The Advertiser Marks may not be used as a feature or design element of any other logo unless agreed upon by Advertiser.

2.2  goZone Ownership Rights.  All content, writings, graphics, tables, sounds and other materials on the goZone Site, the design, layout and general look and feel of the goZone Site, and all Intellectual Property embodied therein or pertaining thereto, (other than Advertiser supplied materials or Advertiser Marks on the goZone Site) shall remain the sole and exclusive property of goZone or its licensors.  goZone will retain sole control and ownership over the look and feel, content, layout and design of the goZone Site.  Nothing under this agreement shall be construed as granting to Advertiser any license or right in or to any Intellectual Property of goZone.

3.  RIGHTS AND OBLIGATIONS OF THE PARTIES.

3.1  goZone’s Rights and Obligations.

(a) goZone shall meet the Service Level Guarantee. 

(b) goZone shall be solely and exclusively responsible for all operation, hosting, and maintenance on the goZone Site.

(c) goZone shall provide automated real-time tracking, reporting and analysis of clicks on every Advertiser Listing recorded for the Advertiser.

3.2  Advertiser’s Rights and Obligations.

(a) Advertiser shall be solely and exclusively responsible for all operation, hosting, and maintenance on Advertiser Site(s).

(b) Advertiser agrees and represents that all information provided for the purpose of enrolling as a Advertiser will be accurate, complete and current. Advertiser is responsible for keeping contact information up to date, including but not limited to financial information and contact emails.

(c) Advertiser represents and warrants that Advertiser Site and content, (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; (v) does not produce, provide or are in any manner related to pornographic products or services (which goZone shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; and/or (vi) is neither defamatory, libelous, militant, hateful, slanderous or threatening.  goZone 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.

4.  EXCLUSIVITY.

4.1  The Advertiser is not barred by this agreement from participating in any other similar service offered by a goZone competitor. 

5.  PAYMENTS.

5.1  Pre-Pay Account.  Advertiser will ensure a pre-pay account (“Pre-Pay Account”) exists with an amount no less than the Replenishment Value with either (i) an authorized credit card, (ii) an online PayPal account authorization, or (iii) a check in immediately available funds.  When the balance reaches the Threshold Value after the account is established, Advertiser shall add money to the Pre-Pay Account in the amount of the Replenishment Value by either (i) authorizing DotCom to charge Advertiser’s credit card, (ii) by making payment via cash or check in immediately available funds to DotCom, or (iii) making a PayPal payment into DotCom’s PayPal account. 

5.2  Commission Fees.  Advertiser shall pay to DotCom a fee equal to Bid Amount per click for all Traffic.

5.3  Payment Terms.  For payments due under Section 5.2, Advertiser’s Pre-Pay Account shall be debited.  When the Pre-Pay Account reaches the Threshold Value, the Advertiser shall replenish the account in the amount of the Replenishment Value as set forth in Section 5.1.  The Advertiser shall choose, from then available options, both the Threshold Value and the Replenishment Value online in the goZone Manage Your Account function.

6.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

6.1  By goZone.  goZone represents, warrants and covenants that: (i) it has sufficient rights to grant Advertiser the rights and licenses set forth herein; (ii) to the best of its knowledge, the goZone Services and the goZone Site does not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.

6.2  By Advertiser.  Advertiser represents, warrants and covenants that: (i) it has sufficient rights to grant goZone the rights and licenses set forth herein; (ii) to the best of its knowledge, the Advertiser Services and the Advertiser Site does not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; and (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.

7.  DISCLAIMERS; LIMITATION OF LIABILITY.

7.1  Disclaimer of Warranties.  Except As Set Forth In Sections 3 and 6, Advertiser’s Obligation To Meet Service Level Minimums, And goZone’s Obligation To Meet A Service Level Guarantee, Neither Party Makes Any Warranties Of Any Kind, Either Express Or Implied, As To The Advertiser Service Or The goZone Service Including, But Not Limited To, A Warranty Of Fitness For A Particular Purpose Or Warranty Of Merchantability.

7.2  Limitation of Liability.  Except As Provided In Sections 8 And 9, In No Event Shall Either Party, Or Its Respective Advertisers, Subsidiaries, Parent Companies Or Their Respective Officers, Directors, Agents Or Employees, Be Liable To The Other Party For Any Indirect, Incidental, Special, Exemplary, Potential Or Consequential Damages (Including, Without Limitation, Loss Of Opportunity, Loss Of Goodwill, Lost Profits Or Lost Revenues) Even If A Party Has Been Previously Advised Of The Possibility Of Such Damages.

8.  FORCE MAJEURE.

8.1 A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force.  The term “uncontrollable force,” as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute therefor.  Such causes may include, without limitation, the following:  flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period.  Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.

9.  INDEMNIFICATION.

9.1  By Advertiser.  Advertiser agrees to indemnify, defend and hold harmless goZone and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against goZone: (i) alleging that Advertiser’s Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to the Advertiser Service or the Advertiser Marks; or (iii) due to a breach by Advertiser of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.

9.2  Procedures.  The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise.  The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party's expense, by counsel of the Indemnified Party's selection.  The Indemnifying Party shall have no liability for settlements or costs incurred without its consent.  The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld or delayed.

10.  OWNERSHIP OF USER DATA; CONFIDENTIALITY.

10.1  Confidentiality.  goZone and Advertiser agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement.  These confidentiality obligations shall not apply to any information which:  (i) is or subsequently becomes available to the general public other than through a breach by the receiving party;  (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.

10.2  Privacy of Consumer Financial Information.  Notwithstanding anything in this Agreement to the contrary, if it is necessary for Advertiser to disclose any End User Data to goZone for any reason, goZone agrees that at no time shall goZone use or disclose any such End User Data that goZone may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require Advertiser to disclose End User Data to goZone.

11.  TERM OF AGREEMENT AND TERMINATION.

If Advertiser is dissatisfied with Advertiser account in the goZone Advertiser Program or with any of the terms and conditions contained herein, Advertiser’s sole and exclusive remedy is to terminate Advertiser account.  Advertiser may cancel participation in the goZone Advertiser Program at any time by sending notice in accordance with section 12.7.

11.1  Term.  The term of this Agreement shall begin on the date the Advertiser applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.

11.2  Termination.  This Agreement will terminate in the event of any of the following:

(a) on the tenth (10th) day after a material breach, provided one party gives the other written notice of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured before that day;

(b) immediately once notice of termination by either party is received by the other party in accordance with section 12.7.

11.3  Effect of Termination.  Upon termination of this Agreement, all licenses granted by Advertiser hereunder shall automatically terminate.

11.4  Survival.  Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.

11.5  Suspension.  goZone reserves the right, at its sole discretion to suspend the Advertiser if it suspects a material breach of section 3.2.  If goZone takes action to suspend, goZone may do so immediately, but goZone is not relieved of its obligation to notify the Advertiser per section 11.2(a).

12.  GENERAL

12.1  Choice of Law. The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina (including by not limited to the Uniform Electronic Transactions Act as enacted in North Carolina), without regard to conflict of laws provisions thereof.  Furthermore, the parties agree that any dispute (including litigation) that arises between the parties shall have its venue in the state or federal courts of Wake County, North Carolina.

12.2  Assignment.  Advertiser may not assign all or any portion of this Agreement without the prior written consent of goZone, which consent may be withheld at goZone’s sole discretion.

12.3  Relationship of the Parties.  No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended by this Agreement.  The parties shall be independent contractors for all purposes in connection with this Agreement.

12.4  Entire Agreement.  The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supercedes all prior and contemporaneous communications, whether oral or written.  The parties agree that this Agreement may be modified or amended from time to time hereafter by goZone as it deems necessary and Advertiser agrees (in consideration for goZone agreeing to continue doing business with Advertiser) to be bound by such amendments, however, no such modification or amendment shall act to increase any financial obligation which Advertiser may otherwise have to goZone pursuant to this Agreement.

12.5  Press Releases.  Neither party shall issue any press release or announcement relating to the relationship contemplated by this Agreement without the prior written consent of the other party.

12.6  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

12.7  Notices.  All notices, requests, consents, and other communications under this Agreement from Advertiser shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.  If from goZone to Advertiser, immediately upon electronic mail to the primary contact email address is deemed an acceptable means of notification.  In each case to the intended recipient as set forth below:

          If to Advertiser by electronic mail to the primary contact email address,

          If to goZone, at 1135 Kildaire Farm Rd., Suite 200, Cary, N.C. 27511, Attention:  Choots Humphries, or via electronic mail using the form available at http://www.gozone.com/support.htm or at such other address or addresses as may have been furnished in writing by goZone to the other Party in the manner set forth in this section, with a copy to Richard Stephenson, Stephenson & Stephenson, LLP, 580 New Waverly Place, Suite 240, Cary, NC 27511 as deemed appropriate;

12.8  Section Headings.  Section headings are for descriptive purposes only and shall not be used to interpret the meaning of this Agreement.

12.9  Attorneys’ Fees.  If either party fails to pay any amounts due under this Agreement or otherwise breaches this Agreement and the non-breaching party retains an attorney to collect such amounts or remedy such breach, then the breaching party shall be obligated to pay any amounts due herein including said non-breaching reasonable attorneys’ fees incurred in collecting such amounts and court costs.

12.10  Non-Waiver.  No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default.  A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof.  A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement.  No remedy provided in this Agreement.

12.11  Refund Policy.  After completion of the Term, Advertiser may request via written notice that goZone refund any positive balance remaining in the Pre-Pay Account.