Ophthalmology, Ophthalmic Surgery, Glaucoma Products

OphthoZilla , a Division of Journey Information Technology Inc. ("OphthoZilla") will provide the advertiser ("Advertiser") with access to OphthoZilla's proprietary pay-per-click search engine platform and other on-line services subject to the Advertiser's unconditional agreement and compliance with the terms and conditions contained in this agreement ("Agreement").

SERVICES

Advertisers that register with OphthoZilla for access to our proprietary services and agree to comply with the terms and conditions of this Agreement, may advertise on our pay-per-click search engine platform by submitting their Web site listings and bidding on relevant keywords for placement on our system. Advertisers may use OphthoZilla's Web-based account management interface to submit Web site listings (including site titles and descriptions) and place monetary bids on keywords and phrases that are relevant to their site offering. Our search results, which include the submissions received from Advertisers, are distributed through our Web site, www.OphthoZilla.com, and through our network of traffic partner sites. We automatically deduct the bid amount from the Advertiser's account for every click that we deliver to our Advertisers through our Web site and our network. All submissions to our search engine must comply with the terms and conditions contained in this Agreement and the listing and relevancy requirements contained in our Listing and Relevancy Policy. OphthoZilla retains the right to reject any submission, in whole or in part, edit site titles and descriptions and reject keyword bids, all at its sole and exclusive discretion.

FEES

The Advertiser agrees that OphthoZilla will automatically, and without notice, deduct the amount of the Advertiser bid from the Advertiser's account each and every time that we deliver a confirmed click-through to the Advertiser's Web site listing(s). OphthoZilla shall make the determination of whether a confirmed click-through was delivered to an Advertiser, based on its established requirements for validating click-throughs. In order to activate a bidding account with OphthoZilla, the Advertiser must pay an initial, nonrefundable enrollment fee of $50, which shall be applied towards the Advertiser's click-through charges. The Advertiser hereby agrees and acknowledges that OphthoZilla will not refund the first $50 deposited by the Advertiser, as this amount represents the Advertiser's nonrefundable enrollment fee. Any and all unused amounts in excess of the initial $50 deposit shall be refundable, at the request of the Advertiser. Any inquiries related to billing, or any request for refunds, should be directed to billing@OphthoZilla.com.

PAYMENT

Deposits. OphthoZilla requires payment in advance for all Advertiser accounts. Advertisers must fund their accounts with at least $50 in order to activate their accounts. Only accounts with positive balances of at least as much as the Advertiser's lowest keyword bid shall remain active in our database. All accounts that fall below this funding requirement shall be placed on hold, and all listings shall be removed, until the account is funded.

Forms of Payment. Advertisers may pay by credit card, PayPal, bank wire or by company or personal check. Amounts shall be applied to Advertiser's accounts only upon receipt of funds. For all forms of payment other than credit card, there may be an up to 14-day delay in depositing funds into the Advertiser's account.

Authorization of Credit Card Charges. By submitting a request to charge your credit card, either manually or using our Automatic Billing Option, you are authorizing us to do so.

Credit Card Charge Limits. We impose daily, weekly and monthly limits on the amount that Advertisers can charge to their credit cards. Advertisers may request an increase in their credit card funding limit by contacting billing@OphthoZilla.com. OphthoZilla retains the exclusive discretion over whether such increases are granted.

Charges. OphthoZilla shall automatically deduct payment for each click-through from the Advertiser's account as and when each click-through is delivered.

Account Suspension or Termination. OphthoZilla reserves the right to suspend or terminate the Advertiser's account, without limitation, if payment cannot be charged to the Advertiser's credit card, if the Advertiser's check is returned, or if a credit card chargeback is posted to the Advertiser's account.

ADVERTISER'S RIGHTS AND RESPONSIBILITIES

4.1 Advertiser Submissions

The Advertiser may submit their listings (including URL, site title and description) and bid on keywords using our online interface or through correspondence with our Client Services team. The Advertiser acknowledges that by submitting such material to OphthoZilla, the Advertiser is irrevocably granting OphthoZilla the unlimited right to distribute the material, in whole or in part, through its Web site and its network of traffic partner Web sites, and to modify it, in its discretion, in accordance with this Agreement and our Listing and Relevancy Policy.

4.2 Submission Requirements

The Advertiser is required to submit accurate and relevant site titles and descriptions, a target URL that triggers an immediate redirect to a live page, and keyword bids that are directly relevant to the offering of the Advertiser's Web site. The Advertiser must do so in accordance with the requirements of this Agreement and our Listing and Relevancy Policy.

4.3 Listings containing "Adult" Content

OphthoZilla will terminate any Advertiser that submits any false or misleading information relating the content of their Web site, or bids on non-adult keywords to drive traffic to sites containing "adult" content.

4.4 Right to Reject or Modify Listings

OphthoZilla reserves the right, without notice to the Advertiser, to accept, edit, reject or remove any search listing advertisement for any reason, at any time, at its sole and absolute discretion.

4.5 Prohibited Listings

The Advertiser hereby acknowledges and agrees that the following listings are not permitted on OphthoZilla, without exception:

Sites displaying or promoting child pornography, or the abuse of children, women or animals, or linking to such sites, are not permitted to list on this engine.

Sites enticing or promoting hate or intolerance against any particular race, nationality, religion or lifestyle, or linking to such sites, are not permitted to list on this engine.

Sites enticing or promoting violence or criminal activity, or linking to such sites, are not permitted to list on this engine.

Sites distributing or promoting any software cheats, or similar material, or linking to such sites, are not permitted to list on this engine.

Sites distributing or promoting any viruses, trojan horses, worms, or similar material, or linking to such sites, are not permitted to list on this engine.

Sites distributing unlicensed material or material infringing on the copyright, trademark or other intellectual property rights of any third parties, or linking to such sites, are not permitted to list on this engine.

4.6 Advertiser's Responsibility

The Advertiser shall be solely responsible for determining whether their listings are in compliance with the terms and conditions of this Agreement or those contained in our Listing and Relevancy Policy.

Advertiser's Representations and Warranties.

5.1 Authorized Owner

The Advertiser hereby represents and warrants that the Advertiser is the authorized owner or representative of the site with sufficient authority to enter into this Agreement, and submit the Web site listings, for the Web site(s) for which links are requested.

5.2 Information Accurate and Complete

The Advertiser agrees and represents that all information the Advertiser provides for the purpose of enrolling, as an Advertiser will be accurate, complete and current.

5.3 Content Violations

The Advertiser represents and warrants that the Advertiser's Web sites:

do not violate any law or regulation of any governmental agency;

do not display or promote child pornography, or the abuse of children, women or animals, and does not link to sites that do;

do not entice or promote hate or intolerance against any particular race, nationality, religion or lifestyle, and does not link to sites that do;

do not entice or promote violence or criminal activity, and does not link to sites that do;

do not distribute or promote any software cheats, or similar material, and does not link to sites that do;

do not distribute or promote any viruses, trojan horses, worms, or similar material, and does not link to sites that do;

do not infringe in any manner on any copyright, patent, trademark, trade secret or any other intellectual property rights of any third party, and does not link to sites that do;

do not distribute any unlicensed material or material infringing on the copyright, trademark or other intellectual property rights of any third parties, and does not knowingly link to sites that do;

do not breach any duty or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any user fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;

is not false or misleading;

is neither defamatory, libelous, slanderous or threatening.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
THE ADVERTISER EXPRESSLY AGREES THAT THE USE OF OphthoZilla IS AT THE ADVERTISER'S OWN RISK. CADIOZILLA IS AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER OphthoZilla NOR ANY OF ITS LICENSORS, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING CADIOZILLA, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH CADIOZILLA OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. CADIOZILLA HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL INFORMATION PROVIDERS, LICENSORS AND/OR LICENSEES OF IT ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF OphthoZilla AND /OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH CADIOZILLA; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE ADVERTISER. THIS LIMITED WARRANTY GIVES THE ADVERTISER SPECIFIC LEGAL RIGHTS, AND THE ADVERTISER MAY ALSO HAVE OTHER RIGHTS, WHICH MAY VARY FROM STATE TO STATE.ANY LIABILITY OF OphthoZilla, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS, OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF CADIOZILLA'S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID TO CADIOZILLA, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE CADIOZILLA AND/OR THE SITES LINKED TO FROM CADIOZILLA OR FOR ANY BREACH OF WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE ADVERTISER.THE ADVERTISER AGREES THAT THE ADVERTISER WILL NOT HOLD CADIOZILLA RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH CADIOZILLA AND/OR SITES LINKED TO FROM CADIOZILLA, INCLUDING, WITHOUT LIMITATION, THOSE WITH WHOM CADIOZILLA CONTRACTS TO OPERATE VARIOUS PORTIONS OF CADIOZILLA.COM AND THOSE TO WHOM CADIOZILLA PROVIDES LINKS TO FOR CONTENT, ADVERTISING OR ANY OTHER TYPE OF DATA OR INFORMATION.
INDEMNIFICATION
The Advertiser hereby agrees to indemnify, defend (with counsel reasonably acceptable to OphthoZilla), protect and hold harmless OphthoZilla, its officers, directors, shareholders, affiliated entities and persons, employees, agents, representatives and attorneys (collectively the "Representatives") from and against any and all claims, causes of actions, demands, judicial and administrative proceedings, liabilities, forfeitures, errors, damages, costs and expenses (including without limitation, reasonable attorneys' fees and attendant costs and expenses, whether or not suit is filed or proceedings instituted thereon), directly or indirectly arising in connection with this Agreement, or any breach or default in performance by the Advertiser of any of the Advertiser obligations hereunder.
PARTIES RELATIONSHIP
1. Nothing in this Agreement is intended by OphthoZilla or the Advertiser to create or constitute a joint or collaborative venture or partnership of any kind between the Advertiser and OphthoZilla, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between the Advertiser and OphthoZilla, its employees, agents or assigns.
2. The Advertiser acknowledges and agrees that OphthoZilla shall have no control or ownership interests of any kind in the Advertiser's business or its Web site.
3. The Advertiser hereby agrees and understands that OphthoZilla is not responsible for the maintenance of the Advertiser's Web site. The Advertiser further acknowledges and agrees that OphthoZilla has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by the Advertiser on, at or in association with its Web site except as specifically set forth in this Agreement.
4. The Advertiser acknowledges and agrees that the Advertiser shall have no financial or other interest in OphthoZilla or any property owned by OphthoZilla, its Advertisers, agents, successors or assigns.
TERMINATION
1. By Advertiser. If the Advertiser is dissatisfied with OphthoZilla, for any reason, including disagreement with its terms and conditions or policies, or with any decision made by OphthoZilla related to the Advertiser, or for any other reason whatsoever, the Advertiser's sole and exclusive remedy is to terminate its account. The Advertiser may cancel the Advertiser's participation in OphthoZilla at any time by e-mailing clientservices@OphthoZilla.com.

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