ADVERTISING TERMS AND CONDITIONS

1. INSERTION ORDERS.

These terms and conditions ("Standard Terms") shall govern any insertion order ("IO") submitted by the advertiser or its agency (collectively, "Advertiser"). Advertiser and its agency (if applicable) shall be jointly and severally responsible under the IO and Standard Terms (collectively, "Agreement"). Subject to these Standard Terms, JWSMedia agrees to make commercially reasonable efforts to display the Advertisements set forth in the IO on the dates specified in the IO.

2. TERMS OF PAYMENT.

If JWSMedia has not extended credit to Advertiser (in its sole discretion), Advertiser will pay JWSMedia before the Start Date set forth in the IO. If JWSMedia approves a credit request, JWSMedia will invoice Advertiser as set forth in the IO and Advertiser will pay JWSMedia within thirty (30) days of the invoice date. Any late payment will accrue interest at the lesser of the U.S. Prime Rate of interest plus 3% per month or the maximum interest allowable under applicable law. If Advertiser fails to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by JWSMedia in collecting such amounts. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes, for which Advertiser shall be responsible.

3. SUBMISSION OF ADVERTISING.

Advertiser will deliver all Advertisements to JWSMedia no later than 10 business days before the scheduled Start Date. Advertiser hereby grants to JWSMedia a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute the Advertisement and all contents therein, including Advertiser's trademarks and logos, in accordance herewith.

4. POSITIONING.

Except as otherwise expressly provided in the IO, the timing and positioning of Advertisements within the JWSMedia web site or on any page of the JWSMedia web site is at the sole discretion of JWSMedia.

5. RIGHT TO REJECT ADVERTISEMENT.

JWSMedia reserves the right to reject, suspend, or cancel any Advertisement (a) for failure to comply with its then-current generally applicable policies concerning the technical specifications for any content of advertising, (b) if directed to do so by any law enforcement agency, court, or other governmental agency, or (c) if it determines, in its sole discretion, that the Advertisement may subject JWSMedia to criminal or civil liability for any reason. JWSMedia's remedies under this Section shall be in addition to and not in exclusion of any other remedy set forth in this Agreement.

6. STATISTICS.

JWSMedia makes no representations regarding usage statistics, impressions, click-throughs or other statistical measurements (collectively, "Measurement Units") other than those expressly set forth in the IO. Advertiser acknowledges that delivery statistics provided by JWSMedia are the official and definitive measurements of JWSMedia's performance on any delivery obligations provided in the IO. No other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by JWSMedia or have any effect on this Agreement. An "impression" means each occurrence of a display of an Advertisement and a "click through" means each time a JWSMedia web site user ("User") clicks on an Advertisement.

7. NO WARRANTY.

JWSMedia HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, PLACEMENT OF ADVERTISING AND ANY OTHER SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY JWSMedia, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY Q UALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT).

8. LIMITATIONS OF LIABILITY.

a. Remedy. If JWSMedia fails to publish an Advertisement in accordance with the schedule provided in the IO, fails to deliver the number of Measurement Units specified in the IO (if any) by the End Date specified in the IO, or in the event of any other failure, technical or otherwise of such Advertisement to appear as provided in the IO, the sole liability of JWSMedia, if any, and exclusive remedy of Advertiser shall be limited to, at JWSMedia's sole discretion, placement of a mutually agreeable substitute Advertisement at a later time in a comparable position, extension of the End Date specified in the IO until the total Measurement Units are delivered, or a pro rata refund of pre-paid advertising fees (if any) attributable to undelivered Measurement Units for the then-current Term. C. NO CONSE Q UENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL JWSMedia BE LIABLE FOR CONSE Q UENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF ADVERTISER, ITS APPOINTEES OR ITS OR THEIR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF GOODWILL, USE OF OR RELIANCE ON THE SERVICES PROVIDED HEREUNDER, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY THAT JWSMedia MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE GREATER OF THE TOTAL AMOUNT ACTUALLY PAID TO JWSMedia BY ADVERTISER DURING THE PRECEDING YEAR OR $1000. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION RE Q UIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS. c. Limitations. Without limiting the foregoing, JWSMedia shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Advertiser or third parties, Advertiser's equipment or software and/or any third party equipment not within the sole control of JWSMedia, or any other condition affecting production or delivery in any manner beyond the control of JWSMedia. Advertiser acknowledges that JWSMedia has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

9. ADVERTISER'S WARRANTIES

a. Authority. Author represents and warrants to JWSMedia that: (i) it has the authority to enter into this Agreement, and (ii) Advertiser holds all necessary rights, licenses and consents to permit the use of the Advertisements by JWSMedia for the purposes of this Agreement. b. Content. Advertiser represents and warrants to JWSMedia that the use, reproduction, distribution, transmission or display of Advertisements, any data regarding Users, and any material to which Users can link, or any products or services made available to Users, through Advertisements: (i) is not and will not be defamatory, libelous, obscene, indecent, or illegal, (ii) does not and will not violate any right of confidentiality, privacy or publicity of any third party, and (iii) does not and will not violate any copyright, trade-mark, trade secret, or other intellectual property right of any third party.

10. INDEMNIFICATION.

Advertiser agrees to indemnify, defend and hold JWSMedia harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) any breach of the representations and warranties in Section 9, or (ii) any third party claim arising from: (a) use of or access to the Advertisements, (b) any material to which the Advertisements link, or (c) any products or services made available, promoted, or advertised through the Advertisement. Advertiser shall not, without the prior written consent of JWSMedia, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against JWSMedia.

11. TERM AND TERMINATION.

a. Term. The term of this Agreement ("Term") commences on the Acceptance Date set forth in the IO and terminates on the End Date set forth in the IO, unless earlier terminated pursuant to this Section. Except as expressly set forth in the IO, any renewal of the IO and acceptance of any additional advertising order shall be at JWSMedia's sole discretion. b. Termination. Except as otherwise expressly provided in the IO and this Section, the IO is non-cancelable by Advertiser, and JWSMedia may, in its sole discretion and for any reason whatsoever, terminate this Agreement upon 30 days' notice to Advertiser. Either party may terminate this Agreement immediately if the other party is in material breach and fails to cure within thirty (30) days of written notice from the other party. c. Suspension of Advertising. If Advertiser fails to make any payment or otherwise breaches the Agreement, JWSMedia may at its sole discretion and option suspend all services for Advertiser until Advertiser remedies the breach. Any failure by Advertiser to deliver acceptable Advertisements to JWSMedia in accordance with Sections 3 and 5 shall result in a pro-rata reduction in any commitment by JWSMedia to deliver a specific number of Measurement Units commensurate with Advertiser's delay, but will not excuse Advertiser from its obligation to pay for such reserved inventory or result in any right to a refund or credit for Advertiser. Any action taken pursuant to this paragraph will not limit or exclude any other claims or remedies that JWSMedia may assert under this Agreement or by law or constitute a breach of any provision of this Agreement. d. Termination Consequences. Upon the expiration or termination of this Agreement for any reason, any rights granted to Advertiser will immediately cease and all fees and other charges for Advertisements placed through the date of termination will be due. If JWSMedia terminates this Agreement for material breach or Advertiser fails to provide acceptable Advertisements for JWSMedia to display pursuant to this Agreement, Advertiser will remain liable for all fees due hereunder without right of refund or credit. The provisions of Sections 7, 8, 9, 10, 11, and 12 will survive the expiration or termination of this Agreement.

12. MISCELLANEOUS.

a. Confidentiality. Advertiser shall protect JWSMedia's confidential information with reasonable care, and shall not disclose it without JWSMedia's prior written permission, unless legally compelled to do so. "Confidential information" is nonpublic information that JWSMedia designates as being confidential or that, under the circumstances surrounding receipt, Advertiser should know is treated as confidential by JWSMedia, including JWSMedia's business policies or practices, usage statistics and other related statistics, technical information, and the terms of this Agreement. b. Assignment. Advertiser may not assign this Agreement or any of its rights or obligations without JWSMedia's prior written approval. Any attempt to do so without JWSMedia's approval will be void. JWSMedia may assign this Agreement or any of its rights or obligations, upon notice to Advertiser, to an affiliated company or to any other company or entity pursuant to a merger, acquisition, sale, corporate reorganization or other similar transaction. c. Interpretation. These Standard Terms and the IO, together with any exhibits attached thereto, constitute the entire agreement between the parties with respect to the subject matter thereto and supersedes all proposals, warranties, prior agreements, or any other communications between the parties relating to the subject matter. In the event of any inconsistency between the IO and the Standard Terms, the Standard Terms shall control. This Agreement will be governed by and interpreted in accordance with the law of the state of Colorado , excluding its conflict of law principles, and the parties hereby consent to the jurisdiction of the federal and state courts located in Douglas County , Colorado , waiving any objection to forum non conveniens. Except as otherwise provided above, any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement

TERMS AND CONDITIONS OF SITE USAGE

JWSMedia and its affiliates provide their services to you subject to the following notices, terms, and conditions.

1. COPYRIGHT

All content included on this site, such as text, graphics, logos, button icons, images, audio, and software, is the property of JWSMedia or its content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this site is the exclusive property of JWSMedia and protected by U.S. and international copyright laws.

2. CONDITIONS

The content on this site may be used as a resource. Any other use, including reproduction, modification, distribution, transmission, republication, display, performance, or reverse engineering of the content on this site is strictly prohibited.

3. TRADEMARKS

JWSMedia®, SoundWave Logo, 'Get In The Stream', 'Search, Find, Listen', etc. are registered trademarks of JWSMedia in the United States and other countries. JWSMedia's trademarks may not be used in connection with any product or service that is not JWSMedia's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits JWSMedia.

4.USE OF SITE

This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by JWSMedia.

5. RISK OF LOSS

All business agreements entered into by JWSMedia will be pursuant to a  written contractual agreement.  No verbal agreements shall be binding.

5. DISCLAIMER

THIS SITE IS PROVIDED BY JWSMedia ON AN "AS IS" BASIS. JWSMedia MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, STREAM Q UALITY, OR STATIONS INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, JWSMedia DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JWSMedia WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DEAD AIR,  HARDWARE FAILURE, SOFTWARE FAILURE, STATIC SHOCK, LIGHTNING STRIKE, PARTIAL OR COMPLETE HEARING LOSS, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSE Q UENTIAL DAMAGES.

6. APPLICABLE LAW

This site is created and controlled by JWSMedia in the State of Colorado , USA . As such, the laws of the State of Colorado will govern these disclaimers, terms, and conditions, without giving effect to any principles of conflicts of laws. We reserve the right to make changes to our site and these disclaimers, terms, and conditions at any time.