FlyingSpider.com: Terms of Usage

Effective June 15, 2005

Welcome to the FlyingSpider.com Pay Per Call Advertising Service Terms of Use. This is a binding and enforceable legal agreement between You and FlyingSpider.com. ("FlyingSpider.com"). You represent and warrant that You are authorized to enter into this agreement. If FlyingSpider.com accepts Your registration form You shall become a Subscribing Advertiser having access to the Pay Per Call Advertising Service under the terms and conditions set forth herein. For convenience, we shall refer to the Pay Per Call Advertisements and any content therein, and the Pay Per Call Advertising Service provided by FlyingSpider.com as the "Services." We shall refer to the Web-based reference service that lists Subscribing Advertiser names, and other descriptive information about Subscribing Advertisers, which may be promoted by FlyingSpider.com on both FlyingSpider.com's websites and the websites of FlyingSpider.com's affiliates and partners, as the "Advertising Network." As used in these Terms of Use, the terms "Subscribing Advertiser" and "You" mean You, the company or entity which You represent, and any of Your or Your company's or entity's employees, agents, representatives or any other third party authorized to act on Your behalf or on behalf of Your company or entity (as applicable). Definitions for capitalized terms not otherwise defined herein appear at the end of these Terms of Use.

These Terms of Use limit FlyingSpider.com's liability and obligations to You to the terms set forth herein and permit FlyingSpider.com to change, suspend or terminate Your access to and use of the Services and Advertising Network. We urge You to carefully read the Terms of Use, and all policies referenced below or elsewhere on FlyingSpider.com that relate to the Services. FlyingSpider.com's Pay Per Call Privacy Policy is incorporated into these Terms of Use by reference and provides for additional terms and conditions. To the extent that there are any conflicts between the terms or conditions in the Pay Per Call Privacy Policy and these Terms of Use, these Terms of Use shall govern.

YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON TO THE REGISTRATION PAGE OR BY USING THE SERVICES OR ADVERTISING NETWORK, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE THAT BIND YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SERVICES AND ADVERTISING NETWORK IS SUBJECT TO THESE TERMS OF USE, AND THE POLICIES, CONDITIONS AND INSTRUCTIONS REFERENCED IN THE SERVICES, ARE INCORPORATED HEREIN AND CONSIDERED AS PART OF THESE TERMS OF USE. YOU MUST ACCEPT, WITHOUT MODIFICATION, ALL OF THE TERMS, POLICIES, CONDITIONS AND INSTRUCTIONS REFERENCED IN THESE TERMS OF USE IN ORDER TO ACCESS AND USE THE SERVICES AND ADVERTISING NETWORK. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OR ADVERTISING NETWORK.

1. Eligibility to use the Services and Advertising Network is limited.

The Services and Advertising Network are available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You shall not use the Services or become a Subscribing Advertiser if You are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act, or (b) which is prohibited from entering into trade relations with the United States or its citizens. Such countries include, without limitation, Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria.

2. You use the Services and Advertising Network at Your own risk.

(a) You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Services and Advertising Network. If You ever believe that a Calling Customer or another Subscribing Advertiser has violated the law or is defrauding, threatening or endangering anyone, FlyingSpider.com urges You immediately to contact the police directly for help. If you meet with Calling Customers or Subscribing Advertisers in person, You do so entirely at Your own risk. FlyingSpider.com does not provide any advice, information and other products or services nor verify, guarantee or make any representations regarding the identity or qualifications of any Subscribing Advertiser. Although the Services help Subscribing Advertisers and Calling Customers connect with one another, FlyingSpider.com does not monitor any information exchanged, and, as a result, does not control, nor is responsible for the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Subscribing Advertisers or Calling Customers, including without limitation any information obtained by using the Services.

(b) Subscribing Advertisers who initiate and use the Services and Advertising Network do so entirely at their own risk, and FlyingSpider.com bears no responsibility in this regard. FlyingSpider.com does not monitor telephone conversations made to Subscribing Advertisers. However, FlyingSpider.com reserves the right to contact Subscribing Advertisers, in order to evaluate compliance with the rules and policies set forth in these Terms of Use.

3. FlyingSpider.com may modify these Terms of Use, or suspend or terminate Your use of the Services or Advertising Network, at any time without notice to You.

(a) FlyingSpider.com reserves the right, in its sole discretion, at any time and for any reason or no reason, to modify, discontinue or terminate the Services or Advertising Network, or modify the terms and conditions of Your use of the Services or Advertising Network, without notice. All modified terms and conditions shall be effective thirty (30) days after they are initially posted on FlyingSpider.com. Changes to the Listing Fees or other charges, including without limitation, Overage Charges are effective after notice is provided to Subscribing Advertisers by email with at least thirty (30) days notice of the changes. If any modification is not acceptable to You, Your only recourse is to cease using the Services and Advertising Network. By continuing to use the Services or Advertising Network following any posting of a new Terms of Use on FlyingSpider.com, or following receipt of a notice regarding a change in fees payable, You accept and agree to be bound by the new Terms of Use.

(b) FlyingSpider.com may notify Your bank and/or authorities, as applicable, or take any appropriate actions without notice to You if FlyingSpider.com (i) suspects that You have failed to comply with any provision of these Terms of Use or any policies established by FlyingSpider.com; (ii) is unable to verify or authenticate any billing or payment information You provide; or (iii) suspects that You may be misusing the Services or that Your actions may be illegal or cause liability, harm or disruption for You, FlyingSpider.com, the Services or the Advertising Network. You have the right to cancel Your Pay Per Call Advertisement by either (i) completing the Customer Support Form and selecting "Cancel My Account" in the subject line, or (ii) logging into your Subscribing Advertiser account and following instructions for cancellation of either a Pay Per Call Advertisement or Your membership as a Subscribing Advertiser. Any suspension, termination or cancellation shall not affect Your obligation to pay any amounts due to FlyingSpider.com or FlyingSpider.com's affiliates or partners, as applicable, under these Terms of Use.

4. Your fees and responsibilities.

(a) You are solely responsible for all use made of the Services and Advertising Network under Your Pay Per Call Advertisement and Subscribing Advertiser account and agree to pay to FlyingSpider.com or its affiliates and/or partners as applicable, the Successful Call Fees, Listing Fees and Overage Charges, if applicable. You agree to deposit money from your credit card into Your account as a means of paying Successful Call Fees, Listing Fees and Overage Fees. Information relating to applicable Successful Call Fees, Listing Fees and Overage Charges is provided during the Pay Per Call Advertisement creation process. You agree to pay all charges to Your account, including all applicable Successful Call Fees, Listing Fees, Overage Fees, and any and all taxes which may be applicable, all in accordance with FlyingSpider.com's instructions. If You are a Subscribing Advertiser to whom FlyingSpider.com, or its affiliates and/or partners as applicable, sends an invoice, You agree to remit payment to FlyingSpider.com for the fees indicated in the invoice within thirty (30) days of the date of the invoice. Successful Call Fees are payable only for the first Successful Call received from Calling Customers per unique ANI, for a finite period of time identified during the Pay Per Call Advertisement creation process. For example, daily calls from a Calling Customer's ANI to a Subscribing Advertiser that provides plumbing services, which relate to the same transaction, shall for a limited period of time, not each incur the Successful Call Fee. However, You acknowledge and agree that a call or calls from a Calling Customer using an ANI or multiple ANIs that differ from an ANI previously used to contact You by that same Calling Customer (regardless of the time or duration of such initial Successful Call) will also constitute a Successful Call for each different ANI so used, for which a Successful Call Fee will be payable by You. You understand that the number of Successful Calls is measured by tracking reports prepared by FlyingSpider.com and You understand and agree that such reports shall be the only and definitive measure of the number of Successful Calls. You acknowledge that Your payment obligation for Successful Call Fees hereunder is based solely on the number of Successful Calls and not on Your ability to convert Successful Calls to sales, or other business relationships and agree that FlyingSpider.com shall not have any liability for Your ability or inability to convert Successful Calls to sales or other business relationships. Furthermore, FlyingSpider.com shall not be liable for any invalid or fraudulent call activity or any other call activity that does not result in a Successful Call. If You believe any claim or dispute exists with respect to any Successful Call Fees, You shall notify FlyingSpider.com in writing no more than thirty (30) days following any Successful Call Fee charges, otherwise the Successful Call Fees will be final and not subject to challenge. Upon receipt of notice as described above, FlyingSpider.com will take whatever action, in its sole discretion, it deems appropriate. Refunds (if any) are at the discretion of FlyingSpider.com. If You fail to make payments as set forth herein, You will be responsible for all reasonable expenses (including attorneys' fees) incurred by FlyingSpider.com in collecting such payment amounts.

(b) In order for a Pay Per Call Advertisement to be displayed, You must have funds in Your account that are equal to, or greater than, the Pay Per Call Advertisements' current bid prices. If Your account does not have sufficient funds then your Pay Per Call Advertisements will not be displayed by FlyingSpider.com. In the event that You have elected to pay FlyingSpider.com or its affiliates and/or partners as applicable, by credit card and have selected the Auto-Deposit feature, you agree that FlyingSpider.com may charge the credit card for the pre-determined amount set by You, when Your account balance is not equal to, or greater than, the Pay Per Call Advertisements' current bid prices. You represent that all payment information provided to FlyingSpider.com is accurate and complete and further that any and all persons authorized to act on Your behalf or on behalf of Your company or entity (as applicable) is also an authorized user of the credit card provided by You for payment for the Services. You authorize FlyingSpider.com, directly or through third parties, to make any inquiries FlyingSpider.com considers necessary to validate Your Subscribing Advertiser account and/or Pay Per Call Advertisement information. This may include ordering a credit report and performing other credit checks or otherwise verifying the information You provide.

(c) In the event that FlyingSpider.com (or its affiliates and/or partners as applicable), is unable to charge a Subscribing Advertiser's credit card or a check issued by a Subscribing Advertiser is returned, or You do not pay FlyingSpider.com or its affiliates and/or partners as applicable, the fees due under these Terms of Use, FlyingSpider.com may, in its sole discretion and in addition to any other remedies available to it under these Terms of Use and any and all applicable laws, suspend or terminate the Subscribing Advertiser's Pay Per Call Advertisements. Subscribing Advertiser shall be responsible for the payment of any and all charges and/or fees incurred by FlyingSpider.com or its affiliates and/or partners as applicable, as a result of any credit chargeback or dishonored check. If Subscribing Advertiser believes any claim or dispute exists with respect to any charges or fees incurred by Subscribing Advertiser pursuant to these Terms of Use, Subscribing Advertiser shall notify FlyingSpider.com in writing no more than thirty (30) days following charging by FlyingSpider.com or its affiliates and/or partners as applicable, to Subscribing Advertiser's credit card, or after the date of FlyingSpider.com's invoice (or the invoice of its affiliates and/or partners as applicable), as applicable. Subscribing Advertiser's failure to notify FlyingSpider.com of any claim or dispute within such thirty (30) day period shall result in the waiver of any such claim or dispute by Subscribing Advertiser and such charges or fees shall become final. Upon receipt of notice as described above, FlyingSpider.com will take whatever action, in its sole discretion, it deems appropriate.

(d) You agree to maintain the confidentiality of Your password and Subscribing Advertiser account information and to supervise all activities that occur under Your Subscribing Advertiser account. FlyingSpider.com is not responsible for any loss that You may incur as a result of any unauthorized person using Your Subscribing Advertiser account or password. You agree that FlyingSpider.com may use information provided by You as described in the FlyingSpider.com Pay Per Call Privacy Policy.

(e) Based on Subscribing Advertiser account use, and other factors identified by FlyingSpider.com in its sole discretion, FlyingSpider.com may require verification of Your credit, identity and/or other background information in order for You to continue using the Services and Advertising Network. In such event, You agree to provide FlyingSpider.com with additional information that may be requested, and You consent to FlyingSpider.com disclosing Your personal information to third parties in order to verify Your credit, identity and/or other background information. You also authorize FlyingSpider.com to obtain a consumer credit report from consumer credit reporting agencies and to verify Your identification.

5. Pay Per Call Advertisements Bid Program.

(a) For purposes of these Terms of Use, the Pay Per Call Advertisements Bid Program is that program whereby Subscribing Advertisers wishing to advertise their services or products through a Pay Per Call Advertisement, bid for placement of a category advertisement to appear in the results or listings generated by FlyingSpider.com, its affiliates and/or partners, as applicable, in response to search-, browse- or contextually-driven category queries. You understand that Your category advertisements shall be served in response to queries on categories that You have bid on as well as different misspellings, singular and/or plural variations, or other related categories or phrases that FlyingSpider.com, its affiliates and/or partners, as applicable, may map to Your category advertisements. For example, FlyingSpider.com, its affiliates and/or partners, as applicable, may serve category advertisements for the category "plumbing" in response to category queries such as "sink blockage", "sink blockages", "sinks blockage". Final decision as to inclusion and/or placement of Your Pay Per Call Advertisement, relevancy of the category and/or keyword designations, and the like is at FlyingSpider.com's sole discretion. Although FlyingSpider.com makes reasonable efforts to update and maintain the relevancy of Pay Per Call Advertisement category and keyword designations, You agree that FlyingSpider.com shall not have any liability for (i) search-, browse- or contextually-driven category query performance, category or keyword designation or relevancy related to Your Pay Per Call Advertisements, or (ii) any changes You make to Your Pay Per Call Advertisements.

(b) The amount of a Subscribing Advertiser's bid determines placement of such Subscribing Advertiser's category advertisement in the results list. FlyingSpider.com, its affiliates and/or partners, as applicable, continually update placement based upon the ongoing results of the bids for placement. You understand that there is no guarantee that Your category advertisements shall be available, displayed or appear in a particular position or rank and You understand that FlyingSpider.com, its affiliates and/or partners, as applicable, reserve the right to not place Your category advertisements within any search results list generated in connection with their respective websites. Certain account management services relating to the Pay Per Call Advertisements Bid Program may be made available to You at FlyingSpider.com's sole discretion. The format of Your category advertisement may vary and FlyingSpider.com, its affiliates and/or partners, as applicable, make no representations as to the format of Your category advertisement, e.g., a category advertisement that is displayed through FlyingSpider.com, its affiliates and/or partners may include a truncated category advertisement title or category advertisement description. In all cases information for the category advertisement must be submitted in the form requested by FlyingSpider.com. FlyingSpider.com reserves the right to make minor clerical and administrative edits to such information to ensure conformity with any formatting requirements, including but not limited to removing or adding an extra space, fixing spelling errors and assigning relevant category and keyword designations to Your Pay Per Call Advertisement. Notwithstanding the foregoing, in the event that FlyingSpider.com does not make any changes to Your Pay Per Call Advertisement as submitted by You or on Your behalf, and such Pay Per Call Advertisement is included in the Advertising Network, FlyingSpider.com shall bear no liability whatsoever for such Pay Per Call Advertisement. However, in the event that FlyingSpider.com does exercise its right to make minor clerical and administrative edits, FlyingSpider.com also disclaims all liability whatsoever for such Pay Per Call Advertisement.

6. In using or accessing the Services or Advertising Network, You agree to comply with the following:

(a) You shall not use the Services or Advertising Network or Pay Per Call Advertisement for any purpose that is unlawful, harmful, fraudulent or contrary to (i) laws in any state or country where Your Pay Per Call Advertisements are created, displayed or accessed, (ii) these Terms of Use, or (iii) other policies of FlyingSpider.com, and You shall cooperate fully with FlyingSpider.com to investigate any suspected unlawful, harmful, fraudulent or improper activity, including but not limited to granting authorized FlyingSpider.com representatives access to any password-protected portions of Your Subscribing Advertiser account.

(b) You shall not use the Services or Advertising Network or Pay Per Call Advertisements in any manner that harasses another Subscribing Advertiser or Calling Customer or could interfere with any other party's use or enjoyment of the Services or Advertising Network. You shall respect the privacy of others and not use the Services for unwelcome, rude or abusive communications.

(c) You shall not attempt to gain unauthorized access to any Subscribing Advertiser account information, computer systems or networks associated with the Services or Advertising Network.

(d) You shall not attempt to obtain any information or materials relating to the Services or Advertising Network through any means not intentionally made available through the Services or Advertising Network.

(e) You shall not "frame," "mirror" or otherwise copy any portion of the Services or Advertising Network without the express written authorization of FlyingSpider.com.

(f) You shall provide true, accurate and complete registration information and shall maintain as current and promptly update Your personal contact information that You provide to FlyingSpider.com, as applicable. You shall not use false identities or impersonate any other person or use a name that You are not authorized to use.

(g) You shall not include any obscene, offensive, tasteless, defamatory or hateful language in Your Pay Per Call Advertisements, and Your use of the Service shall not include any defamatory, slanderous or libelous matter.

(h) You authorize FlyingSpider.com to redirect a call made by a Calling Customer, from Your Toll-Free Number to a telephone number You specify in the registration process. The telephone number You specify must be a telephone number within the United States or Canada. FlyingSpider.com does not redirect calls to telephone numbers outside of the United States and Canada. You shall use the Services only for the purposes for which they are intended - as an advertising service and not a telecommunications service - and not as a free or discounted long distance toll-free telephone number.

(i) You shall not use the Services, Advertising Network or Pay Per Call Advertisements (a) to promote violence or actions that are threatening in any way to any third party; (b) to promote illegal or harmful activities or substances; (c) to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (d) that result in, or intend to, defraud consumers; (e) that violate or infringe upon the rights of any third party, including but not limited to intellectual property rights, publicity rights or privacy rights; and (f) that promote goods or services that have resulted in or are intended to cause any type of physical or mental harm to any third party or the property of any third party.

(j) You shall not use the Services, Advertising Network or Pay Per Call Advertisements for any kind of gambling activities or the placement of bets, including, without limitation, online casinos, and bingo or links thereto, and services that have online gambling as their central theme or those that accept wagers or require payment in exchange for the chance to win prizes, as well as services and websites that offer both information and links related primarily to online gambling. Notwithstanding the foregoing, You are permitted to use the Service, Advertising Network and Pay Per Call Advertisements for sport picks, including provision of various features and services, including statistical review, handicapper picks and other interactive and non-interactive features related to sports picks.

(k) You shall comply with Rule 206(4) of the Investment Advisor Act of 1940 with regards to any advertising of, or Pay Per Call Advertisement that includes (directly or indirectly) investments. Your Pay Per Call Advertisements will not directly or indirectly: (i) refer to testimonials; (ii) refer to past investment recommendations unless certain Rule 206(4) disclosures appear; (iii) represent reliance on a graph, chart, formula or device to determine investment strategy unless the advertisement discloses its limitations and difficulties; (iv) state that certain services You provide are free, unless true; and (v) contain any untrue statement of material fact or which is otherwise false or misleading (including but not limited to false or misleading information regarding past performance or performance returns).

(l) Your Pay Per Call Advertisements will not contain, offer or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities.

(m) Your Pay Per Call Advertisements will not contain links to any website of Yours or websites of any third parties including without, limitation, any of Your affiliates or business partners.

(n) You shall not encourage or instruct any other individual to do any of the foregoing or to violate any of these Terms of Use or FlyingSpider.com policies.

(o) You acknowledge, agree and accept that (i) the Services may be provided to You by FlyingSpider.com or its affiliates or its third party business partners and that Your Pay Per Call Advertisements may be included on the websites and advertising networks of such affiliates or third party business partners, in addition to, or instead of, those websites and advertising networks of FlyingSpider.com, and (ii) there is no guarantee that your Pay Per Call Advertisements will be included on the Advertising Network or on the website or advertising network of an FlyingSpider.com business partner, and FlyingSpider.com and its business partners bear no liability relating to such exclusion. FlyingSpider.com reserves the right, in its sole and absolute discretion, to reject or remove any Pay Per Call Advertisement it deems unsuitable for the Services.

All Pay Per Call Advertisements, search terms and descriptions are subject to FlyingSpider.com's approval. Final decision as to inclusion and/or placement of Your Pay Per Call Advertisement, relevancy of the category and/or keyword designations, and the like is at FlyingSpider.com's sole discretion. FlyingSpider.com reserves the right, at any time, to reject, suspend, cancel or remove Your Subscribing Advertiser account, any Pay Per Call Advertisement, search terms, descriptions and bids, to make minor clerical and administrative edits to any Pay Per Call Advertisement, search terms, descriptions and bids, to assign new category and keyword designations to any Pay Per Call Advertisement, and to refuse to provide You access to the Services or Advertising Network without notice to You and for any reason or no reason whatsoever, and FlyingSpider.com, its employees, consultants and other agents shall have no liability for taking (or not taking) such actions or decisions. Certain account management services may be made available to You at FlyingSpider.com's sole discretion.

7. Adult Content.

If You create Pay Per Call Advertisements which contain adult oriented material, you must place these advertisements only in categories that are designated as "Adults Only" during the advertisement creation process. Material that FlyingSpider.com, in its sole discretion, considers to be "Adult-Oriented," includes, but is not limited to, the following content:

Descriptive sexual language.
Any reference in an advertisement to any form of sexual intercourse or behavior, actual or simulated.
Any advertisement that contains sexually explicit or sexually related text or images (of partial or full nudity).
Any advertisement whose purpose is to sexually arouse a user or cause lascivious or lustful thoughts.
Any advertisement which is intended to let users know that the Subscribing Advertiser has advertisements or listings that appear in the Adults Only section, adult content websites or other adult content locations.
Any advertisement which, because of the nature or because of the description in the advertisement appears to be designed solely to solicit sexual/adult talk, such as: "I'll talk about anything", "Tell me your wildest dreams," etc.
Any advertisement whose feedback consistently indicates that the Subscribing Advertiser is engaging in sexually-oriented content conversations.
Any nude or pornographic images, including sexually graphic "wallpaper" as a backdrop to an advertisement.

Some advertisements may have sexual content, but are not considered "sexually oriented content," such as discussions limited to sexual medical issues and/or sexual education.

FlyingSpider.com reserves the right, in its sole and absolute discretion, to so designate a Pay Per Call Advertisement as Adults Only without notification to Subscribing Advertiser or to suspend such Pay Per Call Advertisement.

You are expected to follow all applicable federal, state and local laws, regulations and ordinances relating to obscene and indecent content and communications. In particular, obscenity and child pornography are prohibited on FlyingSpider.com because they violate the laws of the United States and many other countries. While obscenity is not always easy to define and depends on the standards in your area, FlyingSpider.com specifically prohibits any Pay Per Call Advertisements that contain content related to bestiality, rape sex, incest, sex with graphic violence or degradation, excretory functions, bodily fluids, fisting and any other content which may be judged as obscene. With respect to child pornography, FlyingSpider.com will remove any Pay Per Call Advertisements containing or referring to child pornography, such as listings containing the word "Lolita" or referring to nude photographs of "girls," "teens" or "children." In no event may images of children, whether nude, clothed or partially clothed, be posted in any Pay Per Call Advertisements. In the event that FlyingSpider.com discovers child pornography in any Pay Per Call Advertisement otherwise, FlyingSpider.com will promptly notify the National Center for Missing and Exploited Children and or the appropriate law enforcement agency. If FlyingSpider.com finds a Pay Per Call Advertisement that it determines, in its sole discretion, should be designated as Adults Only, FlyingSpider.com will so designate that listing and notify the You via email of the change. FlyingSpider.com reserves the right to suspend at any time and without notice any Pay Per Call Advertisement, and to cancel at any time and without notice the membership of any Subscribing Advertiser, that FlyingSpider.com, in its sole discretion, determines to be in violation of these Terms of Use. FlyingSpider.com will take all appropriate steps with Pay Per Call Advertisements that FlyingSpider.com believes violate applicable laws, including cooperation with any investigation. If you see a Pay Per Call Advertisement that you believe should be designated as Adults Only or should be prohibited, please contact our ad review team.

8. FlyingSpider.com shall retain all ownership in the Services and the Advertising Network, excluding Your Creative Content.

In connection with Your use of the Services or Advertising Network, You hereby grant FlyingSpider.com, its distribution partners and third-party services providers the right to use, copy, distribute, display or reference (i) all keywords, categories, phrases, information, content and any materials submitted by You to FlyingSpider.com as part of Your Pay Per Call Advertisement, whether created by or for You, and (ii) all text, graphic, audiovisual and other content served to Calling Customers in a Pay Per Call Advertisement that is not provided by FlyingSpider.com (collectively, "Creative Content"). Excluding Your Creative Content, FlyingSpider.com shall own all right, title and interest, including without limitation all intellectual property rights and all derivative works or enhancements thereof, relating to the Services and the Advertising Network, including but not limited to all information, content, materials, URLs and toll free numbers that FlyingSpider.com may assign or provide to You. Excluding Your Creative Content, You shall and hereby do assign to FlyingSpider.com all right, title and interest in and to any part of the Services and/or the Advertising Network that You may have or acquire. You grant FlyingSpider.com, its distribution partners and third-party services providers the right to use, copy, distribute, display or reference the information contained in Your Pay Per Call Advertisement on the Services, in the Advertising Network and elsewhere to promote the Services and Advertising Network without Your consent or compensation to You. Any rights not expressly granted herein are deemed withheld.

9. FlyingSpider.com disclaims any warranties or representations regarding the Services and Advertising Network.

THE SERVICES AND ADVERTISING NETWORK ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. FlyingSpider.com AND ITS SUPPLIERS, AFFILIATES AND PARTNERS (INCLUDING, BUT NOT LIMITED TO ANY THIRD PARTIES PROMOTING THE ADVERTISING NETWORK) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, ADVERTISING NETWORK AND ALL COMMUNICATIONS BETWEEN SUBSCRIBING ADVERTISERS AND CALLING CUSTOMERS MADE THROUGH THE SERVICES OR ADVERTISING NETWORK, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, FlyingSpider.com AND ITS SUPPLIERS, AFFILIATES AND PARTNERS MAKE NO REPRESENTATION OR WARRANTY THAT THE CONTENT OR OPERATION OF THE SERVICES OR ADVERTISING NETWORK SHALL BE ERROR FREE. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to You.

Subscribing Advertiser agrees to indemnify, defend and hold FlyingSpider.com, its affiliates, partners, officers, directors, employees, representatives, consultants and other agents harmless from and against any losses, costs, damages or expenses (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with the Pay Per Call Advertisements, Subscribing Advertiser's use of the Services and the Advertising Network, Subscribing Advertiser's communications with Calling Customers and Subscribing Advertiser's breach of these Terms of Use and any agreement, representation or warranty hereunder, including, without limitation, third party claims for infringement of patent, copyright, trademark or other intellectual property rights and violation of rights of privacy, publicity and property. You agree that You are solely responsible for defending any claim, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to FlyingSpider.com, its affiliates, partners, officers, directors, employees, representatives, consultants and other agents. You further agree that FlyingSpider.com shall have the right, in its sole discretion, to select its own legal counsel to defend FlyingSpider.com from any such claim and that You shall be solely responsible for the payment of all FlyingSpider.com's reasonable attorneys' fees incurred in connection therewith. You agree that any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against You, Your company or the entity You represent, or FlyingSpider.com that is subject to Your indemnification obligations set forth herein shall be subject to the prior written approval of FlyingSpider.com, in its sole discretion, if such settlement or resolution results in any further obligation or liability for FlyingSpider.com.

10. FlyingSpider.com's liability for Your access and use of the Services and Advertising Network is limited.

UNDER NO CIRCUMSTANCES SHALL FlyingSpider.com OR ITS SUPPLIERS, AFFILIATES AND PARTNERS (INCLUDING, BUT NOT LIMITED TO ANY THIRD PARTIES PROMOTING THE ADVERTISING NETWORK) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SERVICES, ADVERTISING NETWORK OR COMMUNICATIONS BETWEEN SUBSCRIBING ADVERTISERS AND CALLING CUSTOMERS MADE THROUGH THE SERVICES OR ADVERTISING NETWORK, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT FlyingSpider.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FlyingSpider.com'S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY PAYABLE BY YOU UNDER THESE TERMS OF USE IN THE PREVIOUS SIX (6) MONTHS PRIOR TO THE CLAIM GIVING RISE TO LIABILITY, AND (b) $100. FlyingSpider.com SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You.

11. Notice.

Unless otherwise agreed to by the parties, any notice or other communication to be given hereunder shall be in writing and given (a) by FlyingSpider.com via facsimile, receipt confirmed, United States mail or email (in each case to the number or address that You provide), and (b) by You by completing the Customer Support Form and selecting "Other" in the subject line. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, and five (5) days after receipt by the U.S. Postal Service in the case of United States mail.

12. No Assignment.

You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of FlyingSpider.com. Any such purported assignment or delegation by You without the appropriate prior written consent of FlyingSpider.com shall be null and void and of no force or effect. FlyingSpider.com may assign this Agreement or any rights hereunder without Your consent.

13. Relationship of the Parties.

Notwithstanding any provision hereof, for all purposes of these Terms of Use each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

14. Arbitration.

Any controversy or claim arising out of or relating to these Terms of Use, the breach thereof or subject matter shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, FlyingSpider.com, the Subscribing Advertiser or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

15. Force Majeure.

FlyingSpider.com shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to FlyingSpider.com's infrastructure or connectivity to the Internet, or failure at FlyingSpider.com's co-location facility, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, FlyingSpider.com will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

16. You consent to the use of (a) electronic means to complete these Terms of Use, to use the Services and Advertising Network and to provide You with any notices given pursuant to these Terms of Use, and (b) electronic records to store information related to these Terms of Use or Your use of the Services and Advertising Network.

You can request a copy in paper form of these Terms of Use and any other records relating to these Terms of Use or Your use of the Services and Advertising Network by sending a written request to FlyingSpider.com, Inc., PMB#331, 100 First Street, Suite 100, San Francisco, CA 94105. You understand and agree that these Terms of Use and any notices given pursuant to these Terms of Use are enforceable in electronic format.

17. Miscellaneous.

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. FlyingSpider.com's failure to act with respect to a breach by You or others does not waive FlyingSpider.com's right to act with respect to subsequent or similar breaches. The failure of FlyingSpider.com to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use shall be governed by and interpreted in accordance with the laws of the State of Florida. You agree that these Terms of Use and all restrictions and policies contained herein, and FlyingSpider.com's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than You and FlyingSpider.com. These Terms of Use together with the rules and policies of FlyingSpider.com relating to the Services and the Advertising Network constitutes the entire agreement between FlyingSpider.com and You with respect to the subject matter hereof.

18. Definitions.

(a) "Active Listing" means a Pay Per Call Advertisement set up by a Subscribing Advertiser with an account in good standing that has been approved by FlyingSpider.com and activated on the applicable website.

(b) "ANI" means Automatic Number Identification for telephone numbers from which Calling Customers make Successful Calls.

(c) "Calling Customer" means an individual, sourced by FlyingSpider.com or FlyingSpider.com's third party distributors, through marketing and distribution efforts, who initiates a call from a Subscribing Advertiser's Pay Per Call Advertisement.

(d) "Pay Per Call Advertising Service" means an information service provided by FlyingSpider.com to Advertisers, under which Advertisers pay a Successful Call Fee for each call received on your regular business telephone number.

(e) "Listing Fee" means an annual fee payable by Subscribing Advertisers to FlyingSpider.com for each Pay Per Call Advertisement created in the Advertising Network that is an Active Listing.

(f) "Overage Charges" means connectivity charges charged by FlyingSpider.com for connecting the Successful Calls for each minute over a specified allotment for the Successful Calls in a particular allotment category.

(g) "Pay Per Call Advertisement" comprises the Required Data, business telephone number and other descriptive information of a Subscribing Advertiser listed as part of the FlyingSpider.com Pay Per Call Advertising Service, including details about the Subscribing Advertiser's services.

(h) "Required Data" means a Subscribing Advertiser's name, phone number(s), email address, mailing address, billing information and advertising category.

(i) "Subscribing Advertiser" means an advertiser that elects to sign up to the Advertising Network to advertise its products and service using the Service.

(j) "Successful Call Fee" means the fee generated by each Successful Call made by a Calling Customer to a Subscribing Advertiser's regular business telephone number.

(k) "Successful Call" means a call from a Calling Customer through the regular business telephone number that is transmitted and answered by a live person, and charged for, by FlyingSpider.com, with the exception of a busy signal, is unanswered, dropped calls, or network congestion.