1. Payment/Default: Payment will be made to RCSignup.com ("RCSignup.com") immediately through PayPal Instant Payment.
2. Usage:The Business acknowledges that RCSignup.com has made no guarantees with respect to any usage statistics or levels of impressions that will be delivered. RCSignup.com reserves the right to reject or cancel any Business Listing. The Business may not resell, assign or transfer any of its rights under this agreement.
3. Termination: The Business agrees that all information provided to RCSignup.com is forthright and truthful. If proven otherwise, RCSignup.com may terminate this agreement upon notice to The Business. Upon such termination, all amounts paid on or before the termination date will BE FORFEITED by The Business. If RCSignup.com terminates this agreement, then, to the extent that The Business is in compliance with this agreement, RCSignup.com will refund to The Business any amounts paid by The Business that are attributable to the Listing that have not, as of the date of termination, been posted as required under this agreement. This agreement is not cancelable by The Business.
4. Business Representations; Indemnification: The Business represents and warrants that the Listings and all other materials provided by Business (a) will not violate any applicable law, rule or regulation (including, but not limited to, any law relating to false or deceptive advertising), (b) will not be libelous, (c) will not infringe any right of any third party, including, but not limited to, any contractual right, copyright, trademark or trade secret right or any right of privacy or publicity and (d) will not contain any instructions that, if implemented, would likely result in injury. The Business will indemnify and hold RCSignup.com, its affiliated entities and its employees harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees) incurred by them in connection with (x) any breach or alleged breach of this warranty, and/or (y) any Ad.
5. Provision of Advertising Materials: Advertiser will provide copy and other materials necessary for Ads in accordance with RCSignup.com's policies in effect from time to time. RCSignup.com may dispose of any such materials unless acceptable prepaid return arrangements have previously been made.
6. DISCLAIMER; LIMITATION OF LIABILITY: RCSignup.com MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL RCSignup.com BE LIABLE TO ADVERTISER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES REGARDLESS OF WHETHER RCSignup.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF RCSignup.com WILL BE LIMITED TO THE AMOUNT PAID TO RCSignup.com BY ADVERTISER UNDER THIS AGREEMENT WITH RESPECT TO THE AD(S) OUT OF WHICH THE CLAIM ARISES OR THE DISPLAY OF THE RELEVANT AD AT A LATER TIME IN A COMPARABLE POSITION, AT RCSignup.com'S DISCRETION. OTHERWISE, RCSignup.com WILL NOT BE LIABLE TO ADVERTISER FOR ANY LOSS, DAMAGE, OR EXPENSE, CAUSED BY OR ARISING OUT OF ANY BREACH BY RCSignup.com OF THIS AGREEMENT, ANY INSTRUCTIONS CONTAINED IN ANY AD OR THE MANNER IN WHICH ANY AD OR OTHER MATERIAL IS DISPLAYED.
7. Miscellaneous: The warranties, indemnification obligations, limitations of liability and ownership rights set forth above will survive the termination or expiration of this agreement. Should any provision of this agreement be deemed unenforceable, such provision will be restated, in accordance with applicable law, to match most closely the intentions of the parties, and the remainder of this agreement will remain in full force and effect. This agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior agreements. This Agreement cannot be modified except in a writing signed by both parties.