Anatomy Ads, Inc. Advertising Program

Customer’s Terms of Service

These Anatomy Ads, Inc. Advertising Program Customers Terms of Service ("Terms") are entered into by, as applicable, the customer ("Customer") by signing these Terms or any document that references these Terms or that accepts these Terms electronically, and Anatomy Ads, Inc. ("Anatomy Ads"). These Terms govern Customer's participation in Anatomy Ads advertising program(s) ("Program"). These Terms and any applicable incorporated terms and agreements are collectively referred to as the "Agreement." Anatomy Ads and Customer hereby agree and acknowledge:

Definitions.

Customers. A Customer is any person and/or entity, natural or corporate, who registers with Anatomy Ads for access to, and use of, the Program, and who agrees to these Terms. Customers are not Publishers unless Customer also registers with Anatomy Ads to be a Publisher and agrees to the Publisher’s Terms of Service, an agreement separate from this Agreement.

Publishers. A publisher (“Publisher”) is a Customer who agrees to publish advertising provided by the Program on a website, or other form of media (“Property”) owned, or managed, by the Publisher, and who agrees to the Publishers Terms of Service Agreement. The Publishers Term of Service Agreement is an agreement separate from this Agreement, and incorporated by reference, as applicable, into this Agreement.

Sponsorship. Sponsorship refers to a transaction between Customers and Publishers facilitated by the Program whereby Customers provide financial support to Publishers through the Program in exchange for a license granted by Publisher to Customer to place Customer’s advertising on the Publisher’s Property as facilitated the Program.

Policies.

Access to Program. Program use is subject to all applicable Anatomy Ads and Publisher policies, including without limitation Anatomy Ads’ Editorial Guidelines ( [need this URL]), Anatomy Ads’ Privacy Policy ([need this URL]) and Anatomy Ads’ Trademark and Copyright Guidelines ([need this URL]), and Anatomy Ads’ and Publishers’ ad specification requirements (collectively, "Policies").

Sponsorship Offers. Customers may only submit Sponsorship offers for Sponsorship of Publishers’ Properties through the Program and in accordance with the policies in place at the time of such submission.

Communication between Customer and Publisher. Customers shall direct any and all communications regarding Customer ads on Publisher’s Properties to Anatomy Ads.

Beta Features. Some Program features are identified as "Beta" or otherwise as unsupported features ("Beta Features"). To the fullest extent permitted by law, Beta Features are provided "as is" and at Customer's option and risk. Customer shall not disclose to any third party any information from Beta Features, existence of non-public Beta Features or access to Beta Features.

Modification of Ads & Termination of Sponsorship. Anatomy Ads may, at the sole of discretion of Anatomy Ads, modify or terminate specific ads and/or Sponsorships to comply with any Policies. Anatomy Ads’ power to modify and/or terminate an ad or Sponsorship does not give rise to an affirmative duty to so, and any failure to modify or terminate an ad or Sponsorship will not provide grounds for Customer to seek contribution or indemnification from Anatomy Ads for any Customer liability arising from Customer’s use of the Program or breach of this Agreement. Publishers may refuse advertising and/or Sponsorship for any reason at Publisher’s sole discretion.

Modification to Program. Anatomy Ads may modify any of its Programs at any time without liability.

Modification and Acceptance of Changed Terms. Anatomy Ads also may modify these Terms at any time without liability, and Customer's use of the Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms.

Terms of Sponsorship

Length of Sponsorship Term. The length of the term of a Sponsorship shall be thirty (30) days.

No Guarantee of Specific Number of Impressions. Sponsorship of the Publisher’s Property shall NOT be a guarantee of a specific number of impressions (an impression is defined herein as a single display of the ad, integrated into the content of the Publisher’s Property, to a viewer of the Publisher’s Property). Rather, the number of impressions will be a function of the number of Customers sponsoring a Publisher’s Property and the amount of the Sponsorship fee paid by Customer to Publisher.

Effect of Publisher’s Failure to Provide Service. If a Publisher leaves the Program, or removes Sponsorship ads, or in any other ways fails to display Sponsorship ads for a period of time longer than three (3) days during a Sponsorship term, Customer’s sole remedy, and Anatomy Ads’ sole liability, shall be a refund, in the form of a credit to Customer’s Anatomy Ads account, of part of the Sponsorship fee in an amount proportionate to the number of days of the Sponsorship term during which no Program ads were displayed. Customer bears the entire risk and shall not seek, nor be entitled to, a refund or credit for a Publisher’s failure to provide services where the length in time of such failure is three (3) days or less.

Cancellation of Sponsorship by Customer. Customer may, in accord with and by acknowledging the following terms, terminate an existing Sponsorship provided that: (1) Customer provides written notice to Anatomy Ads; (2) Customer agrees and acknowledges that it may take up to five (5) business days not including Federal or state holidays, for advertising to be removed from Publisher’s Property; (3) Customer forfeits Sponsorship fee for the remainder of the Sponsorship Term and waives all claims, both legal and equitable, to the Sponsorship fee for remainder of the cancelled Sponsorship Term. Notwithstanding the above described terms of a Customer initiated cancellation, Customer acknowledges and agrees that cancelled Sponsorship ads may be published without liability to Anatomy Ads, or its Publishers, agents, affiliates, and licensors, if removal of those ads would, at Anatomy Ads’ sole discretion, adversely disrupt Program’s service.

Cancellation of Sponsorship by Anatomy Ads. Anatomy Ads may cancel a Customer’s Sponsorship at any time and for any reason. If Anatomy Ads cancels a Sponsorship Term, Customer’s sole remedy, and Anatomy Ads’ sole liability, will be a refund of Sponsorship fee in an amount proportionate to the number of days of the Sponsorship term that were cancelled.

Appearance of Sponsorship Advertising after Payment of Sponsorship Fees. Anatomy Ads will make best efforts to ensure that Sponsorship advertising appears on Publishers’ Property within twenty four (24) hours of confirmation of Customer’s payment of Sponsorship fee. If Anatomy Ads fails to use best efforts to ensure that Sponsorship ads appears of Publishers’ Property, and Sponsorship ads actually fail to appear of Publishers’ Property, Customer’s sole remedy, and Anatomy Ads sole liability, will be for a credit in an amount and form the same as if Publisher were to leave the program during a Sponsorship term as outlined in Section 3.3.

Payment. Customer shall be responsible for all Sponsorship fees, and shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Customer shall pay all fees in advance.

Refund of Pre-Funded Accounts. Customers who pre-fund their Anatomy Ads account shall be entitled to a full refund, up to the remaining unspent account balance, if Customer closes their Anatomy Ads account within thirty (30) days of opening the account. Such refunds may take up to thirty (30) days from the date of closing to be processed and returned to Customer.

Late Fees. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).

Taxes. Fees are exclusive of any applicable taxes. Customer is responsible for paying all taxes and government charges.

Attorneys’ Fees. Customer agrees to pay reasonable expenses and attorneys’ fees incurred by Anatomy Ads in collecting late amounts.

Waiver of Claims Regard Fees. To the fullest extent permitted by law, Customer waives all claims relating to fees unless claimed within thirty (30) days after term of the Sponsorship (this does not affect Customer's credit card issuer rights). To the fullest extent permitted by law, refunds (if any) are at the discretion of Anatomy Ads and only in the form of credit to the Customer’s Anatomy Ads account.

No Extension of Credit. Nothing in this Agreement obligates Anatomy Ads to extend credit to any party.

Disclosure of Billing and Payment Information. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Anatomy Ads may be shared by Anatomy Ads with companies who work on Anatomy Ads' behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Anatomy Ads and servicing Customer's account. Anatomy Ads may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Anatomy Ads shall not be liable for any use or disclosure of such information by such third parties.

Agency. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), (b) as between Principal and Customer, the Principal owns any rights to Program information in connection with Sponsorships, and (c) Customer shall not disclose Principal's Program information to any other party without Principal's consent.

Customer Responsibility. Customer is solely responsible for all: (a) ad options and submissions for advertising and/or Sponsorship on Publisher’s Properties including all ad content, ad information, and ad URLs (collectively "Creative"), whether generated by or for Customer; and (b) web sites, services and landing pages to which Creative links or directs viewers (collectively “Targets”), and (c) advertised services and products (collectively "Services").

Passwords. Customer shall protect any Customer passwords and takes full responsibility for Customer's own, and third party, use of any Customer accounts.

Survival of Terms. Sections 2, 3, 4, 7, 8, 9, 10, 11, and 12 will survive any expiration or termination of this Agreement.

Prohibited Uses; License Grant; Representations and Warranties. Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Anatomy Ads advertising related information from any Program website or property except as expressly permitted by Anatomy Ads; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants Anatomy Ads and Publishers all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Targets and Services as needed for Anatomy Ads and Publishers to operate Program(s) (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with this Agreement ("Use"). Customer represents and warrants that all Customer information is complete, correct and current; and any Use hereunder and Customer's Creative, Targets, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or Customer's account without notice and may subject Customer to legal penalties and consequences.

Disclaimer and Limitation of Liability.

To the fullest extent permitted by law:

ANATOMY ADS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE OF ANY PRODUCT, INCLUDING SOFTWARE, OFFRED BY THE PROGRAM.

To the fullest extent permitted by law, Anatomy Ads disclaims all guarantees regarding (i) positioning, levels, quality, or timing of availability, delivery of any impressions, or Creative on any Publisher Property, Anatomy Ads Property, or section thereof; (ii) clicks; (iii) conversions or other results for any ads or Targets; (iv) the accuracy of Publisher’s data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (v) the adjacency or placement of ads within the Program(s). Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks.

EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER'S BREACHES OF SECTIONS 2 AND 9, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO ANATOMY ADS BY CUSTOMER FOR THE SPONSORSHIP GIVING RISE TO THE CLAIM.

NOTWITHSATANDING THE AFOREMENTIONED LIMITATION OF LIABILITY, IN THE EVENT OF LITIGATION, ARBITRATION, OR OTHER PROCEEDING BY WHICH ONE PARTY EITHER SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR BOTH, OR SEEKS A DECLARATION OF ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, THE PREVAILING PARTY SHALL BE AWARDED ITS REASONABLE ATTORNEY FEES, AND COSTS AND EXPENSES INCURRED. THE COURT SHALL HAVE THE POWER TO DETERMINE THE PREVAILING PARTY AND MAY ALSO DETERMINE THAT THERE IS NO PREVAILING PARTY, IN WHICH CASE BOTH SIDES SHALL BEAR THEIR RESPECTIVE FEES, COSTS, AND EXPENSES.

Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

Indemnification. Customer shall indemnify and defend Anatomy Ads, Publishers, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Customer's Program use, Targets, Creative and Services and breach of the Agreement. Publishers shall be deemed third party beneficiaries of the above Publisher indemnity.

Miscellaneous.

THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND IS GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.

ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA, USA, BEFORE ONE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.

The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties. Any notices to Anatomy Ads must be sent to Anatomy Ads, Inc., [ADRESS HERE], USA, via registered mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. Anatomy Ads and Customer and Anatomy Ads and Publishers are not legal partners or agents, but are independent contractors. In the event that these Terms or a Program expire or is terminated, Anatomy Ads shall not be obligated to return any materials to Customer. Notice to Customer may be effected by sending an email to the email address specified in Customer's account, or by posting a message to Customer's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in Customer's online interface).

Anatomy Ads, Inc. Advertising Program

Publishers Terms of Service Agreement

These Anatomy Ads, Inc. Advertising Program Publishers Terms of Service ("Terms") are entered into by, as applicable, the publisher ("Publisher") by signing these Terms or any document that references these Terms or that accepts these Terms electronically, and Anatomy Ads, Inc. ("Anatomy Ads"). These Terms govern Publisher's participation in Anatomy Ads advertising program(s) ("Program"). These Terms and any applicable incorporated terms and agreements are collectively referred to as the "Agreement." Anatomy Ads and Publisher hereby agree and acknowledge:

Definitions.

Publishers. A Publisher (“Publisher”) is a Customer who agrees to publish advertising from the Program on a website, or other form of media, (“Property”) as may be owned, or managed, by the Publisher. All Publishers are Customers and bound by the Customers Terms of Service Agreement, an agreement separate from this Agreement, and incorporated by reference, as applicable, into this Agreement.

Anatomy Ads Widget. The Anatomy Ads widget (“Widget”) is software code that when integrated into Publisher’s Property displays Sponsorship ads on the Property into which the Widget is integrated.

Policies.

Sponsorship Offers. Publishers may only accept Sponsorship offers made by Customers through the Program.

Communication between Customer and Publisher. Publishers shall direct any and all communications regarding Customer ads on Publisher’s Properties to Anatomy Ads.

Beta Features. Some Program features are identified as "Beta" or otherwise as unsupported features ("Beta Features"). To the fullest extent permitted by law, Beta Features are provided "as is" and at Publisher's option and risk. Publisher shall not disclose to any third party any information from Beta Features, existence of non-public Beta Features or access to Beta Features.

Modification of Ads & Termination of Sponsorship. Anatomy Ads may, at the sole of discretion of Anatomy Ads, modify or terminate specific ads and/or Sponsorships to comply with any Policy. Anatomy Ads’ power to modify and/or terminate an ad or Sponsorship does not give rise to an affirmative duty to so, and, to the greatest extent allowed by law, any failure to modify or terminate a Customer’s ad or Sponsorship will not be considered a contractual breach, or breach of any duty Anatomy Ads may owe to Publisher.

Publishers may refuse advertising and/or Sponsorship from any Customer for any reason at Publisher’s sole discretion. Such refusal must be made in writing and sent to Anatomy Ads at [address]

Modification to Program. Anatomy Ads may modify any of its Programs at any time without liability.

Modification and Acceptance of Changed Terms. Anatomy Ads may modify these Terms at any time without liability, and Publisher's use of the Program after notice that these Terms have changed constitutes Publisher's acceptance of the new Terms.

Terms of Sponsorship

Length of Sponsorship Term. The length of the term of a Sponsorship shall be thirty (30) days.

Integration of Widget. In exchange for access to the Program and Sponsorship fees, Publishers agrees to integrate the Widget into their Property, and thereby agrees to display ads provided by the Program, on the Properties listed in Publisher’s profile.

Widget Removal and Notice Requirement. Publishers agree to give written notice, in the form of an email sent to HYPERLINK "mailto:feedback@anatomyads.com"feedback@anatomyads.com, at least thirty (30) days before removing the Widget from their Property. Notwithstanding the thirty (30) day notice requirement, Publishers agree to let all current Sponsorship terms conclude before removing the Widget.

Effect of Removal. In the event a Widget is removed for any reason before a Sponsorship term ends, or the Widget is integrated is a way such that Sponsorship ads fail to be displayed, Publisher agrees to a reduction of Sponsorship fees by an amount proportionate to the number of days of the Sponsorship term for which Sponsorship ads are not displayed.

Amount of Payment. For a period of twelve (12) months from the time a Customer registers as a Publisher with Anatomy Ads, Publisher will be paid one-hundred percent (100%) of Sponsorships fees actually collected by Anatomy Ads paid by Customers to sponsor Publisher’s Property, subject to deductions for transaction costs and fees: currently 2.9% plus $0.30 per transaction. Sponsorship Terms that begin more that twelve (12) months from the time Customer registers as Publisher will be governed by a separate agreement entered into at that time.

Timing of Payment. A Publisher’s may request a payout by requesting a check payable to Customer, or via PayPal with PayPal disbursements subject to a reduction in the amount of any fee assessed by PayPal for such disbursement, when Publisher’s account reaches a balance of $20.00 U.S. dollars. The net Sponsorship fee will be calculated taking into account Section 3.5 of this Agreement and will be credited to Publisher’s account no earlier than at the end of a paid Sponsorship term and no later than fifteen (15) days after the end of the Sponsorship Term.

Taxes. Anatomy Ads does not withhold from payment to Publisher’s any Government taxes, charges, or fees. Publisher acknowledges and agrees that Publisher is responsible for paying all taxes, including income tax, and other related State and Federal taxes, and government charges.

Waiver of Claims Regard Fees. To the fullest extent permitted by law, Publisher waives all claims relating to fees unless claimed within thirty (30) days from the end of the Sponsorship term.

Disclosure of Billing and Payment Information. Publisher acknowledges and agrees that any credit card and related billing and payment information that Publisher provides to Anatomy Ads may be shared by Anatomy Ads with companies who work on Anatomy Ads' behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment and servicing Publisher's account. Anatomy Ads may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Anatomy Ads shall not be liable for any use or disclosure of such information by such third parties.

No Guarantee of Sponsorship. Registration as a Publisher is NOT a guarantee that any Customer will sponsor, or offer to sponsor, Publisher’s Property.

Display of non-Sponsorship Advertising. Publisher acknowledges and agrees that while the Widget is installed on the Publisher’s Property Anatomy Ads may use the Widget to display advertising on Publisher’s Property without a Customer’s Sponsorship of Publishers’ Property, and for which Publisher will not be financially compensated.

Agency. Publisher represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Publisher manages Property (a "Principal"), (b) as between Principal and Publisher, the Principal owns any rights to Program information, and (c) Publisher shall not disclose Principal's Program information to any other party without Principal's consent.

Prohibited Uses; License Grant; Representations and Warranties. Publisher shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Anatomy Ads advertising related information from any Program website or property except as expressly permitted by Anatomy Ads; or (c) support anything illegal or engage in any illegal or fraudulent business practice. Publisher represents and warrants that it holds and hereby grants Anatomy Ads all rights (including without limitation any copyright, trademark, patent, publicity or other rights) as needed for Anatomy Ads to operate Program(s). Publisher represents and warrants that all Publisher information is complete, correct and current. Violation of the foregoing may result in immediate termination of this Agreement or Publisher's account without notice and may subject Publisher to legal penalties and consequences.

Survival of Terms. Sections 2, 3, 7, 8, 9, 10, 11, and 12 will survive any expiration or termination of this Agreement.

Disclaimer and Limitation of Liability.

To the fullest extent permitted by law:

To the fullest extent permitted by law, Anatomy Ads disclaims all guarantees regarding (i) levels, quality, or timing of Sponsorship; and, (ii) the form and content of ads displayed by Program.

EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND PUBLISHER'S BREACHES OF SECTION 2 AND 7, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO PUBLISHER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID BY OR PAYABLE TO ANATOMY ADS BY CUSTOMER FOR THE SPONSORSHIP TERM GIVING RISE TO THE CLAIM.

Indemnification. Publisher shall indemnify and defend Anatomy Ads from any third party claim or liability (collectively, "Liabilities"), arising out of Publisher's use of the Program or breach of this Agreement.

Miscellaneous.

THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND IS GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.

The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Publisher may grant approvals, permissions, extensions and consents by email, but any modifications by Publisher to the Agreement must be made in a writing executed by both parties. Any notices to Anatomy Ads must be sent to Anatomy Ads, Inc., [ADRESS HERE], USA, via registered mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Publisher may not assign any of its rights hereunder and any such attempt is void. Anatomy Ads and Customer and Anatomy Ads and Publishers are not legal partners or agents, but are independent contractors. In the event that these Terms or a Program expire or is terminated, Publisher shall be obligated to return any materials to Anatomy Ads as requested by Anatomy Ads at the time of expiration of termination. Notice to Publisher may be effected by sending an email to the email address specified in Publisher's account, or by posting a message to Publisher's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in Publisher's online interface).