United States African American Golf Association

ADVERTISING POLICIES: STANDARD TERMS AND CONDITIONS

The following general terms and conditions govern the placement of Advertising on the USAAGA.COM site and affiliated sites (collectively, the "Web Site"), which are owned, operated or licensed by USAAGA.COM, INC. ('USAAGA.COM").

1. USAAGA.COM shall place Advertiser's Advertising (which may consist of "banners", "pop-up windows". "buttons", "roadblocks", "tickers", "intermercials", "incentives", "sponsorships", as specified on the Insertion Order) on the Web Site in accordance with the Insertion Order, these terms and conditions and such other specifications to be determined solely by USAAGA.COM (collectively, the "Agreement"). Advertiser hereby grants USAAGA.COM a nonexclusive, worldwide license to use Advertising on the Web Site pursuant to this Agreement. Advertiser or its agency shall provide the Advertising in a form and manner and pursuant to the schedule required by USAAGA.COM.

2. Advertiser shall pay USAAGA.COM within thirty (30) days of the date of USAAGA.COM's invoice. If Advertiser fails to make timely payment of any invoice, USAAGA.COM, in addition to other remedies, shall have the right to immediately remove any and all of Advertiser's Advertising from the Web site without any obligation to Advertiser Advertiser cannot cancel or receive refunds for any Advertising which have run or orders which have been placed without the written consent of USAAGA.COM. Advertiser agrees that if Advertiser cancels or changes its order as provided above, any discount granted may be rescinded or adjusted, and Advertiser may be charged at the full card rate then in effect. It is understood that Advertiser and its agency are jointly and severally liable for payment of invoices for Advertising placed on the Web Site.

3. Advertiser shall be solely responsible for all costs it incurs in connection with this Agreement, including, without limitation, expenses associated with creating, updating and delivering Advertising to the Web Site and establishing and maintaining links between Advertising and Web sites and areas outside the Web Site (collectively, "Advertiser's Online Content"). Advertiser and its agency warrant and represent at all times that they own and/or have the right to permit the use of the Advertising by USAAGA.COM or its permitted assigns and licensees and that neither the Advertising nor the Advertiser's Online Content will infringe the rights of any third party (including, without limitation, copyright, other intellectual property rights, privacy rights or publicity rights) or violate any foreign or domestic federal, state or local law or regulation. Advertiser agrees that it shall be solely responsible for any liability arising out of the Advertising or Advertiser's Online Content. In furtherance of the foregoing, Advertiser and its agency agree, jointly and severally, to indemnify, defend and hold USAAGA.COM 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 Advertising or Advertiser's Online Content (including but not limited to claims arising from the sale of goods or services by Advertiser) or Advertiser's breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity.

4. USAAGA.COM shall have the right to approve the form and content of all Advertising and no changes by Advertisers shall be made to any Advertising without USAAGA.COM's prior written consent. USAAGA.COM shall have the right to refuse to include in the Web Site, and to remove from the Web Site, without notice, any Advertising that USAAGA.COM determines does not meet USAAGA.COM's standards or comply with the Insertion Order or any Advertising linking to Advertiser's Web Content, which content or linking USAAGA.COM deems unlawful or inappropriate in its sole discretion. If USAAGA.COM does not perform its obligations hereunder, USAAGA.COM shall determine, in its sole discretion, if Advertiser shall be entitled to either "make-goods" or a pro-rata return of any monies paid to USAAGA.COM. Advertiser acknowledges and agrees that it shall not have the right to seek specific performance and if USAAGA.COM determines that "make-goods" are unavailable to Advertiser, the sole remedy available to Advertiser shall be to seek a prorata return of any monies paid to USAAGA.COM. USAAGA.COM may use the Advertiser's name (including, without limitation, any tradename, trademark, Web Site mark or logo of Advertiser) and Advertising to promote USAAGA.COM and the Web Site in all media and to use information concerning impressions and users for USAAGA.COM's own use and for use in connection with the Web Site, provided USAAGA.COM does not reproduce Advertising without Advertiser's prior consent. USAAGA.COM and Advertiser agree that the compensation paid by Advertiser or its Agency hereunder shall be confidential.

5. USAAGA.COM MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE WEB SITE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE TYPE OR NUMBER OF WEB SITE USERS. USAAGA.COM SHALL NOT BE LIABLE FOR THE CONTENT OF ANY ADVERTISING ON THE WEB SITE OR THE WEB SITES OR PAGES LINKED TO THE WEBSITE, NOR FOR ANY LOSS, COST, DAMAGE OR EXPENSE(INCLUDING COUNSEL FEES)INCURRED BY ADVERTISER OR ITS AGENCY IN CONNECTION WITH THE PLACEMENT OF ADVERTISING ON THE WEBSITE, INCLUDING WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER'S ADVERTISING OR ADVERTISER'S WEB CONTENT. IN NO EVENT SHALL USAAGA.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT USAAGA.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL USAAGA.COM'S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO USAAGA.COM BY ADVERTISER OR ITS AGENCY HEREUNDER.

6. Advertiser and its agency shall not have, nor claim, any right, title or interest in or to the Web Site or any elements thereof, the name register. com" or any derivatives thereof, or any other trademarks and logos owned or controlled by USAAGA.COM and made available through the Web Site or otherwise. Each party hereto shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. Advertiser's placement of Advertising on the Web Site shall constitute acceptance of this Agreement. This Agreement represents the entire understanding between USAAGA.COM and Advertiser (and its agency) regarding the placement of Advertising on the Web Site and supersedes all prior agreements and any insertion orders, purchase orders, invoice statements or other documents submitted by Advertiser or its agency regardless of when such documents are submitted. No waiver, modification or addition to this Agreement shall be valid unless in writing signed by the parties. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York and jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the federal and state courts within the City of New York.