SECTION 1.  PRECONDITIONS

TO BECOME AN AFFILIATE OF CYBERFRONTIER U2NETWORKS YOU MUST BE OF MATURE AGE IN YOUR COMMUNITY AND BE CONSIDERED COMPETENT TO CONDUCT BUSINESS.

IN ADDITION, YOU MAY USE ANY OFFERS OF CYBERFRONTIER U2NETWORKS ONLY FOR A BUSINESS PURPOSE AND NOT FOR A PERSONAL, HOUSEHOLD OR FAMILY PURPOSE; YOU ARE SPECIFICALLY NOT ALLOWED TO SELF-PROMOTE AND/OR TO JOIN FOR THE EXPLICIT PURPOSE TO SAVE ON ANY SERVICE FEES FROM USING OUR SERVICES YOURSELF.

YOU MAY NOT JOIN OR USE CYBERFRONTIER U2NETWORKS IF YOU DO NOT SATISFY THE REQUIREMENTS OF THE NETWORK POLICIES REFERRED TO IN THE FOLLOWING AGREEMENT.

TO BE AN AUTHORIZED AFFILIATE, YOU MUST AGREE TO THE TERMS OF THE FOLLOWING AFFILIATE MEMBERSHIP AGREEMENT.  PLEASE READ THE AGREEMENT CAREFULLY BEFORE JOINING.

AFFILIATE MEMBERSHIP AGREEMENT

This Affiliate Membership Agreement is between CyberFrontier Corporation, a Delaware, U.S.A. corporation ("CyberFrontier," “CF”, “Merchant”, "We", or "Us") and You  ("You"  or "Member").

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties, intending to be legally bound, agree as follows:

SECTION 2.  DEFINED TERMS

2.1. References to "this Agreement" are to the following, collectively:  (i) this Affiliate Membership Agreement, (ii) CyberFrontier's Network Policies For Users that are posted on a CyberFrontier Webpage identified on the relevant Network Site (as defined in Section 2.3) or otherwise made accessible to You (the "Network Policies").

2.2. The term "Web" means the part of the Internet commonly referred to as the World Wide Web or any replacement or similar network or resource which permits the sharing of electronic files, graphics or information, regardless of how it is accessed by users, whether through computers, WebTV, cable set-top boxes, cellular telephones or other wireline or wireless device, platform or technology.  A capitalized term used in this Agreement is defined in the provision of this Agreement first used or in Section 2.3. Unless defined in this Agreement or unless the context otherwise requires, terms used in this Agreement that have commonly accepted meanings within the Web-based e-commerce industry are intended to have such meanings. The term "Website" means a site on the Web and, where the context requires, a person owning or operating a site on the Web.

2.3. The following terms have the meanings indicated:

"Content"
Information, communications, software, photos, text, video, graphics, music, sounds, images and other material.

"Link"
Any software, software code, programming or other technology or method (or any combination of the foregoing) that  (i) creates a hyperlink between two Websites, or (ii) otherwise causes a Web access device to display to its user a "banner," "button," text-mention, word, phrase, logo or other textual or graphical material that, when "clicked on" or otherwise activated by a person, results in a Website featured in the link being served to such person (i.e., the screen of the visitor's Web access device displays Content on the linked Website) or results in such person being able to electronically access or receive information, files, graphics or other items from the linked Website.

"CyberFrontier U2Networks"
Any affiliate marketing network now or hereafter operated by CyberFrontier or by a corporate affiliate or associate of CyberFrontier.

"Network"
As of any time, any website of CyberFrontier e-Holdings, which You have joined in accordance with CyberFrontier's requirements and of which You are a member as of such time.

"Network Affiliate"
As of any time and with respect to any CyberFrontier Network, a person which is a member of such CyberFrontier Network as a potential Online Affiliate for Network Merchants under an effective online or written agreement with CyberFrontier.

"Network Merchant"
As of any time and with respect to any CyberFrontier Network, a person which is then a member of such CyberFrontier Network under an effective Merchant Agreement with CyberFrontier for purposes of conducting one or more affiliate programs.

"Network Site"
For any Network, the Webpage(s) or other area of the Website having the URL designated from time to time by CyberFrontier for use by members of that Network for the purpose of facilitating formation of Qualifying Links, accessing reports and otherwise participating in such Network.

"Program"
An affiliate program or other performance-based marketing arrangement that any Network Merchant conducts through any Network.

"Program Site"
For any Program, a Website that a Network Merchant is authorized to use in the relevant Network.

"Promotion"
A banner, text-mention, advertisement or other material by which a Network Merchant offers its products or services to Web users or otherwise seeks to attract Web users to its own Website.

"Qualifying Link"
With respect to any Network and any Program in which You participate a Link that (i) when activated by a viewer results in the viewer being redirected to or served, through or on the Network Site, a Webpage or duplicate of a Webpage of a Program Site, (ii) You post on Your Site authorized to be used in such Network or, subject to any prohibitions or limitations imposed by such Network Merchant, You include in an e-mail message, incorporate into browser or browser extension software, make available on a "kiosk" or otherwise make available to Web users, (iii) is of a kind and format for which CyberFrontier provides its tracking services for Network Merchants and (iv) is established through the interface of such Network Site or otherwise as instructed by CyberFrontier and includes any tracking or other code required by CyberFrontier, in each case in accordance with CyberFrontier's technical guidelines.

"Your Site"
For any Network, a Website that You own and operate and have properly registered for use in such Network.

2.3. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."  The word "or" means "and/or."  If, in any provision of this Agreement, any example is given (through the use of the words "such as," "for example," "e.g." or otherwise) of the meaning, intent or operation of such provision, such example is intended to be illustrative only and not exclusive or limiting. The term "person" is to be broadly construed and includes any natural person or any corporation, trust, association, limited liability company, partnership, joint venture or other entity.  A "corporate affiliate" of any person is any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person. A "business day" is a weekday in New York City, USA, that CyberFrontier does not observe as a holiday.  The word "Your" is a possessive pronoun that refers to You and the word "Our" is a possessive pronoun that refers to CyberFrontier.

2.4. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. Section or other headings or captions shall not affect in any way the meaning or interpretation of this Agreement.   Unless otherwise stated, references in this Affiliate Membership Agreement to a Section or subsection are to a Section or subsection of this Affiliate Membership Agreement.  All definitions apply equally to both the singular and plural forms of the terms defined. This Agreement shall be construed according to its fair meaning and not strictly for or against either party.

SECTION 3.  NETWORK MEMBERSHIP

3.1. By for a Network link URL fromCyberFrontier or by using any Network, You acknowledge that You have read, accepted and agreed to be bound by the terms of this Agreement (including the Network Policies) with the same force and effect as if this Agreement were set forth in a written document that had been duly signed and physically delivered by You and CyberFrontier, and this Agreement becomes effective when You do so.  In the event of any conflict between the respective express provisions of this Affiliate Membership Agreement, any applicable Network Policies, any applicable Additional Terms or any Supplement, the conflict shall be resolved in accordance with the following order of precedence:  (i) Supplement, (ii) Additional Terms, (iii) Network Policies and (iv) this Agreement.

3.2. To use any CyberFrontier Network as a Network Affiliate, You must register on the page of the relevant Network Site provided by CyberFrontier for such purpose. You agree to promptly provide CyberFrontier with accurate and complete updated registration information if and as such information changes. As part of the registration process for any Network, You shall be assigned a unique alphanumeric password and user name for that Network (Your "Credentials").  CyberFrontier may deny access to and use of any CyberFrontier Network unless or until any preconditions established by CyberFrontier and published on the registration area of the relevant Network Site are satisfied. 

3.3. You represent and warrant to and agree with CyberFrontier as follows:

The information You provide as part of the registration process or otherwise shall be, at the time provided, accurate and complete.

You have carefully read this Agreement (including the applicable Network Policies, Additional Terms and Supplements, if any) and consulted Your own legal counsel to the extent You deem necessary (or shall have consciously decided not to consult a lawyer).  You fully understand that this Agreement creates legally binding obligations on Your part.

This Agreement has been duly and validly accepted, executed and delivered by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

The execution and delivery or acceptance or deemed acceptance and performance by You of this Agreement and the participation by You in any Network and any Program does not and shall not conflict with or violate (i) any law, rule, regulation, order, judgment, decree, agreement or instrument applicable to You or binding upon Your assets or (ii) if You are an entity, any provision of Your certificate of incorporation or other organizational documents.

You shall independently evaluate the desirability of participating in any Network or Program You apply to or join. You agree that in deciding to participate in any Network or any Program, You shall not rely on any representation, warranty, guaranty or statement by CyberFrontier other than any representation expressly set forth in this Agreement and expressly stated to be a representation.

3.4. You agree not to resell, assign, sublicense or otherwise provide to any third person any of Your rights or benefits, or transfer or delegate any of Your obligations, under this Agreement or as a Network Affiliate without the prior written consent of CyberFrontier.

3.5. You agree that You are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with Your participation in any Network or any Program, including federal, state, local and foreign withholding taxes, FICA, FUTA, Social Security, Medicare, SUI and any and all other federal, state, local and foreign taxes. In addition, You agree that payments to You by a Network Merchant or CyberFrontier on behalf of a Network Merchant shall not be subject to withholding under any applicable tax law, rule or regulation. Without limiting the generality of the foregoing, You agree that, as between You and CyberFrontier, You are solely responsible for calculation and payment or collection of, accounting for and issuing or obtaining invoices relating to any applicable Value Added Taxes.

3.6. You understand and agree that participation in any Network will involve establishing contractual arrangements with CyberFrontier (including this Agreement) or CyberFrontier Merchants that are stored electronically on servers and are formed by means of "clicking on" an accept button on the Merchant's Website or through applying for a link URL from us, or other electronic means.  You agree not to assert that any such contract is invalid or unenforceable solely because it takes such form or was formed by such means rather than taking the form of a written document formed by the manual signatures of the parties or another form or method

SECTION 4. MEMBERSHIP  SERVICES

4.1. As a Network Affiliate in any Network, You shall be potentially eligible to join the Programs and receive offers to form Qualifying Links made by one or more Network Merchants who are members of that Network ("Link Offers").

4.2. You shall be responsible for maintaining the confidentiality and security of Your Credentials and for all usage of Your account. Absent actual receipt of written notice to the contrary from You, CyberFrontier may assume that any person accessing any Network Site using Your Credentials is authorized to do so.

4.3. CyberFrontier shall not be liable to You as a result of failure by You or any Network Merchant to use Qualifying Links, including to the extent that such failure results in inaccurate reports or reduction of the amounts which would otherwise be payable to You by any Network Merchant.

4.4. You acknowledge that the accuracy, completeness and currency (in time) of the data included in Your Affiliate Reports is a function of the accuracy, completeness and currency of the underlying data that CyberFrontier obtains from Network Merchants. CyberFrontier shall not be responsible or liable for any errors in or omissions from such underlying data or any Network Merchant's failure to make or delay in making such data available to CyberFrontier or for any intentional or inadvertent deletion or disablement by You or a Network Merchant of any of CyberFrontier's tracking code or technology, or any consequences of the foregoing.  CyberFrontier's obligation, if any, to provide data or Affiliate Reports to You or any Network Merchant is subject to the provision to CyberFrontier, on a timely basis, of the necessary data of the kinds and in the form, format and manner required by CyberFrontier. CyberFrontier may rely on any data, notice, instruction or request furnished to CyberFrontier by You, any Network Merchant or any other third party which is believed by CyberFrontier in good faith to be genuine.

4.5. If a Network Merchant reports a transaction or activity that occurred in a particular month to CyberFrontier after such month ends, then CyberFrontier may, in its discretion, incorporate that event into Your Affiliate Reports for that month or for some subsequent period.

4.6. You acknowledge and agree that each Network Merchant whose Program You join shall receive reports from CyberFrontier that identify You and may include data about You and Your Qualifying Links with that Network Merchant.  If CyberFrontier is notified by a Network Merchant that it believes that its reports about its relationship with You contain an error or omission or otherwise require adjustment, CyberFrontier may elect to revise those reports as requested by the Network Merchant and make corresponding changes to Your Affiliate Reports. Since the reports CyberFrontier provides You and such Network Merchant are the bases for calculating the compensation, if any, due to You from that Network Merchant, any such adjustment may affect the amount of compensation to which You are entitled. 

4.8. If You believe that any of Your Affiliate Reports for any month contains errors in the data about Your relationship with any Network Merchant, You must notify CyberFrontier and that Network Merchant within ten days after the end of that month or any shorter period that may be provided for in Your agreement with that Network Merchant so that, if possible, the matter may be resolved.  If any Affiliate Reports for any month are corrected or adjusted after the end of the month, then the period within which You must notify CyberFrontier of errors in the corrected or adjusted data shall be ten days after such correction or adjustment is posted or any shorter period that may be provided for in Your agreement with the relevant Network Merchant. Any dispute between You and a Network Merchant about any error You report must be resolved by You and that Network Merchant

4.9. You acknowledge that Your entitlement to any compensation reported with respect to any tracked or reported activity is solely a function of the terms of Your agreement with the relevant Network Merchant and that such Network Merchant is solely responsible for its payment.  The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to You from the relevant Network Merchant, since payment may be subject to conditions established by that Network Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and minimums for earned compensation before payment is made. All determinations of Qualifying Links and the compensation due to You made by CyberFrontier shall be final and binding on You.

SECTION 5. CHANGES IN NETWORK, SERVICES AND MEMBERSHIP  TERMS

5.1. CyberFrontier reserves the right to take, at any time, any of the following actions (each a "change"):

Add to, remove or otherwise change the terms or provisions of this Agreement or replace this Agreement in its entirety.

Add, remove, suspend or discontinue any aspect of any Network, limit, restrict, condition or deny access to or use of all or part of any CyberFrontier Network or otherwise change any Network or Your right to use any Network.

Charge fees for continued access to or use of any Network or any aspect thereof or any services that CyberFrontier provides or makes available to You.

CyberFrontier may notify You of such change by posting a notice on the relevant Network Site or, in its discretion, by e-mail, newsletter, postal mail or personal or overnight delivery.  Such change shall be effective when such notice is posted or otherwise given or any other time specified in such notice, except that  

If any such change would result in You becoming required to pay fees not previously payable or increase fees already payable, then such notice of such change shall be given by one of such means at least thirty days before such change becomes effective. 

In the case of any other change that would, in CyberFrontier's good faith and reasonable judgment, materially adversely affect Your rights or obligations under this Agreement, then such notice of such change shall be given by one of such means at least five business days' before such change becomes effective, except that shorter advance notice (but not less than two business days) may be given in a situation that CyberFrontier believes in good faith to be an emergency or otherwise have an adverse effect on a Network if a longer notice were given.

You are responsible for regularly reviewing each Network Site in order to learn of any changes.  YOUR CONTINUED USE OF ANY NETWORK AFTER SUCH NOTICE IS POSTED OR OTHERWISE GIVEN (AND AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD SPECIFIED ABOVE) SHALL CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE.  IF YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST WITHDRAW FROM SUCH NETWORK AND CEASE USING SUCH NETWORK.

5.2. You acknowledge and agree that CyberFrontier may at any time enroll any person as a Network Affiliate on terms that differ from those contained in this Agreement, and may also operate other affiliate marketing networks or programs that are similar to or compete with any Network in which You are a member. 

SECTION 6.  PARTICIPATION IN THE AFFILIATE PROGRAMS OF NETWORK MERCHANTS

6.1. Subject to the terms of its Merchant Agreement with CyberFrontier, each Network Merchant has complete discretion in limiting the persons to whom it makes Link Offers or by whom its Link Offers may be accepted, and in establishing the terms and conditions of its Link Offers and agreements regarding its Qualifying Links and participation in its Program.  In general, to accept any Link Offer by a Network Merchant, You shall be required to join the Program of such Network Merchant.  Subject to the terms of its Merchant Agreement with CyberFrontier, each Network Merchant has complete discretion in setting eligibility and other requirements and conditions for membership and participation in its Program and Link Offers.

6.2. In order to join the Program or accept a link URL to the site of aMerchant, You must follow the instructions and satisfy the requirements of that Network Merchant

6.3. You agree to comply with the Engagements and other terms and requirements for participation established by each Network Merchant whose Program You join.

6.4. Subject only to compliance with Section 5.1, CyberFrontier may, with the consent of such Network Merchant, if required, but without Your prior approval, institute policies or procedures that have the effect of modifying the terms of Your Engagements with a Network Merchant. Upon effectiveness, such policy or procedure shall apply to You, notwithstanding any contrary provision of Your Engagements, and Your Engagements shall automatically be deemed to be modified to reflect such policy or procedure, without the necessity of any formal amendment of such Engagements or other action on Your, CyberFrontier's or any Network Merchant's part.  No such modification, however, may have retroactive effect without Your consent.

6.5. You agree that You shall not:

Place or use any Link of any Network Merchant except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions  to that Network Merchant;

Distribute or display, or authorize or use any third party to distribute or display, any Qualifying Link or any other Link of any Network Merchant created or obtained through the Network by means of any browser extension or other software or technology which is downloaded to or installed on the Web user's personal computer or other Web access device and which serves advertisements, promotional material or links as an overlay upon, a substitute for content in, as a "pop-up" keyed by content or key words on a Webpage requested or viewed by such Web user;

Inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of any Network Merchant's Webpage, Promotion or other Content by any method or using any device, program, hidden frames, java pop ups, Web bot, robot, automatic redirecting of users, autospawning of browsers or any other technique or means of generating automated click-throughs, requiring visitors to click on a Network Merchant's Link before entering any area of Your Site(s),  by placing or including Promotions or links on pages of Your Site that automatically reload or go to another page without interaction from the user (for example, client pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all Web users (for example,  pop-up windows and hidden frames);

Resell, assign, sublicense or otherwise provide any third person any of Your rights or benefits, or otherwise transfer or delegate any of Your obligations, as a participant in any Program.

Use any name, trademark, service mark, domain name or other intellectual property of any third party in connection with Your use of the Network, Your participation in any Program or any Qualifying Link in any way or for any purpose that infringes or violates any law or any intellectual property or other rights of such third party, whether in order to increase the levels of compensable activities attributable to Your Qualifying Links or for any other purpose.

6.6. If You violate any Network policy or engage in any actual or suspected fraudulent, abusive or illegal activity as a Network Affiliate or participant in any Network Merchant's Program, CyberFrontier may suspend or terminate Your membership in, access to and use of any or all Networks and Network Merchant's programs, and may require that any and all compensation otherwise due to You from any or all Networks or Network Merchants be forfeited.  Such suspension, termination or forfeiture is in addition to any other rights and remedies that CyberFrontier or any Network Merchant may have in contract, at law or in equity.  In addition, such activity may result in referral to the appropriate law enforcement agencies for investigation and, where appropriate, prosecution. 

SECTION 7. TERMINATION OF  MERCHANTS' PARTICIPATION IN A NETWORK

Any Network Merchant's participation in any Network may end or be suspended for a number of reasons, and You shall not necessarily receive any prior notice that such Merchant's participation is ending.  If a Network Merchant's participation in any Network ends or is suspended for any reason, its Program conducted through such Network shall end or be suspended and CyberFrontier may, without notice to You, terminate or suspend all Qualifying Links that You have with that Merchant immediately or, in CyberFrontier's discretion, at any time thereafter.  You agree that CyberFrontier shall have no obligation or liability to You because of any termination or suspension of the participation of any Network Merchant in any Network or any of Your Qualifying Links with such Network Merchant or any consequence thereof (even if CyberFrontier was notified or otherwise aware that such consequence could result), whether such termination or suspension is by such Network Merchant or CyberFrontier, is with or without cause or occurs with or without notice.

SECTION 8.  CYBERFRONTIER IS A HOST ONLY

8.1       CyberFrontier is the host of each Network.  Network Merchants and Network Affiliates are independent parties and CyberFrontier does not and shall not have any responsibility or liability for the acts, omissions, Promotions, Content or Links of any Network Merchant, Network Affiliate or other third party, including breaches of Engagements by Network Merchants, or for screening or policing the Websites or actions of Network Merchants or Network Affiliates. Without limiting the generality of the foregoing:

The obligation to pay any compensation You earn from Your Qualifying Links is solely the responsibility of each Network Merchant with which You form those Qualifying Links, and CyberFrontier is not liable or responsible for payment or collection.  That is true even if CyberFrontier at any time acts as a Network Merchant's agent for disbursing checks or payments and sends You a check or other payment drawn on a CyberFrontier account.

The Engagements You enter into with a Network Merchant are solely obligations of such Merchant, not of CyberFrontier.  If the terms of any such Engagement purport to create any obligation of liability on the part of CyberFrontier, those terms shall not bind CyberFrontier. 

8.2       CyberFrontier's services do not involve investigating or resolving any claim or dispute involving You and any Network Merchant or other third party. If CyberFrontier, in its discretion, elects to investigate or otherwise become involved in any such claim or dispute, it shall not thereby undertake, assume or have any duty, obligation or liability to You or any other party to the claim or dispute.

SECTION 9.  USE OF NETWORK, CONTENT, NAMES AND LOGOS

9.1. For each Network of which You are a member in good standing, CyberFrontier grants You a personal,  non-exclusive, non-transferable, revocable and limited license and right, subject to the terms of this Agreement, to:

Participate in such Network as a Network Affiliate.

Access the areas of the relevant Network Site necessary for Your participation in such Network as a Network Affiliate.

Solely for Your  use in connection with Your participation in such Network, download Your individual Affiliate Reports.

For the sole purpose of creating and maintaining Qualifying Links in accordance with this Agreement and Your Engagements, use any software code or other Content of CyberFrontier that is provided by CyberFrontier for such purpose, but only in the form so provided.

All other use of any Network, Network Site, Affiliate Reports and such software code or Content, including modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution, performance, display, incorporation into another Web site or mirroring is prohibited. You agree that You shall not alter or modify such licensed code or Content in any way. This Agreement does not grant to You any license or right to use CyberFrontier's name or any of its logos or trade or service names or marks or, except for the limited licenses and rights expressly granted by the first sentence of this Section 9.1 while they endure, any of CyberFrontier's other intellectual property.

9.2. Your rights and licenses (if any) granted by this Agreement with respect to any Network are valid only while You remain a member of such Network as a Network Affiliate in good standing and comply with this Agreement. CyberFrontier reserves all of its rights in each Network Site and all such software code, reports and Content and Our other proprietary rights. CyberFrontier may revoke any such license at any time by giving You notice by e-mail or in writing.

9.3. CyberFrontier makes no representation whatsoever about any other Website which You may access through any Network. You understand that when You access a non-CyberFrontier Website through any Network, it is independent from CyberFrontier. CyberFrontier acts as a passive conduit for the unfiltered online distribution and  publication of Content by the members of a Network and does not attempt to control the Content that You or visitors to Your Site(s) shall receive or view.  By its very nature, other people's Content may be offensive, harmful or inaccurate, and in some cases, may be mislabeled or deceptive. CyberFrontier disclaims control over or responsibility or liability for the Content on any other person's Website or posted or distributed on or through the Network or its resources or facilities.

SECTION 10.  CYBERFRONTIER MAY REQUIRE BINDING ARBITRATION 

You agree that, if requested by CyberFrontier, any controversy between You and, or by You against, CyberFrontier or any of the other Released Parties directly or indirectly arising out of or relating in any way to this Agreement or any Network or Program (including the performance, construction or breach of this Agreement) shall be submitted to and finally settled by binding arbitration before a single arbitrator reasonably satisfactory to both parties in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. Any such controversy or claim so submitted to arbitration shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any third party. The arbitration shall be in the state of Delaware, USA, and judgment on the arbitration award may be entered into any court having jurisdiction. Either You or CyberFrontier may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in the state of Delaware, USA, necessary to protect its rights or property pending the completion of arbitration. If You are not residing in the United States at the time of any such controversy or claim, You agree to the following additional provisions:

(i)         You waive any objection to the place designated above for the arbitration;

(ii)        You agree to the personal jurisdiction and venue of the federal and state courts sitting in the state of Delaware, USA, to interpret and enforce the arbitration provisions of this Agreement; and

(iii)       all arbitrations shall be held in the English language.

You expressly acknowledge that You understand that if CyberFrontier requires arbitration:

(i)         the decision in the arbitration shall be final and binding on the parties;

(ii)        except as provided above as to injunctive relief, you are waiving your right to seek remedies in court, including the right to jury trial;

(iii)       pre-arbitration discovery is generally more limited than and different than in court proceedings; and

(iv)       the arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrator is strictly limited.

SECTION 11.  MISCELLANEOUS

13.1. Independent Contractors.  The parties are independent contractors and nothing in this Agreement shall confer upon either party any authority to obligate or bind the other in any respect. Neither this Agreement nor any course of dealing between the parties shall confer upon You any exclusive right with respect to any Network or CyberFrontier's software or services.

13.2. Force Majeure.  CyberFrontier shall not be liable to You by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, interruptions in telecommunications services or Internet access, or any other cause which is beyond the reasonable control of CyberFrontier, whether or not similar to the foregoing.

13.3. Assignability. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. CyberFrontier may assign this Agreement to any successor, affiliate or assign.  If CyberFrontier sells or otherwise transfers ownership of any Network to any corporate affiliate of CyberFrontier, a joint venture in which CyberFrontier has an equity interest or an entity which licenses CyberFrontier's technology or any other third party, then CyberFrontier may assign this Agreement, insofar as it relates to such Network, to such transferee, whereupon the rights, obligations and liabilities of CyberFrontier under this Agreement, insofar as it relates to such Network, shall be those of such third party and not of CyberFrontier, but this Agreement, insofar as it relates to each other Network, shall continue in effect as binding obligations of You and CyberFrontier.

13.4. Severability; Waiver of Conflicting Laws.  If any provision of this Agreement, or its application to any person or circumstance, is held by a court with jurisdiction to be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect.  Such court may substitute therefor a suitable and equitable provision to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision. If any provision of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction. If any provision of this Agreement is or shall become inconsistent with or unenforceable under any provision of applicable law that may be waived or the applicability of which may otherwise be varied or excluded by You or by You and CyberFrontier, then You or You and CyberFrontier (as the case may be) hereby waive or exclude the applicability of such provision of law.   Without limiting the generality of the immediately preceding sentence, to the maximum extent permitted by applicable law, the parties agree that the provisions of the Uniform Computer Information Transactions Act, as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this Agreement or any course of dealing between the parties.

13.5. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Delaware.  Each party consents to the jurisdiction of the Federal and Delaware State courts (and the appellate courts to which judgments of such Federal and State courts may be appealed), and agrees to commence any litigation hereunder in one of those courts. 

13.6. Waiver of Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of this Agreement. 

13.7. Entire Agreement; Third Party Beneficiaries.  This Agreement is the entire agreement between the parties pertaining to its respective subject matter, and all written or oral agreements, representations, warranties or covenants, if any, previously existing between the parties with respect to such subject matter are canceled. The statements made by CyberFrontier on any of its Websites or otherwise than in an express provision of this Agreement are not representations or warranties and do not create contractual obligations. If, prior to the date of this Agreement, the parties have entered into a separate confidentiality agreement and there is any conflict or inconsistency between this Agreement and such separate confidentiality agreement, the terms of this Agreement shall prevail and govern with respect to the information provided pursuant to this Agreement. Except as provided in Section 10 with respect to the Released Parties, there are no third party beneficiaries of this Agreement. Without limiting the generality of the immediately preceding sentence, if this Agreement requires that You refrain from acting in ways that may violate the rights or otherwise harm third parties or requires that You take an action (such as maintaining a privacy policy) that may be considered to indirectly benefit third parties, that requirement is included for the purpose of defining the conditions upon which You are authorized to use any Network, to permit CyberFrontier to terminate this Agreement or pursue other remedies for its own benefit if You behave contrary to such requirement and to insure that You will be responsible if any claim is made against CyberFrontier by any third party because of any of Your acts or omissions. Such requirement is not intended, however, to create any right on the part of, or any duty, obligation or liability on the part of CyberFrontier to, any third party, including any obligation to monitor Your compliance with any such requirement or take action if You do not comply. To the extent that, under applicable law and notwithstanding the foregoing statement of intent, the inclusion of any such requirement in this Agreement is held to create any such duty, obligation or liability or to confer upon CyberFrontier any deemed control over You or responsibility for Your acts or omissions, then such requirement shall be deemed to be stricken from this Agreement with the same effect as if it was never a part hereof, without, however, affecting any of Your indemnification obligations with respect to any claim arising out of Your acts or omissions that would otherwise violate such requirement or any of CyberFrontier's rights or remedies otherwise available.

13.8. Amendments and Waivers.  Any amendments of this Agreement must be in writing and signed by both parties.  No failure or delay in exercising any power, right, or remedy under this Agreement shall operate as a waiver.  A waiver on the part of CyberFrontier, to be effective, must be written and signed by an officer of CyberFrontier and physically delivered to You.

13.9. Remedies Are Cumulative.  Unless otherwise expressly stated in this Agreement, all remedies available under or with respect to this Agreement (including any right to terminate this Agreement granted in this Agreement) are cumulative and in addition to all other remedies, if any, available at law or in equity. The exercise of any right to terminate this Agreement or suspend access or service granted a party in this Agreement shall not result in a breach of this Agreement by such party, and neither the exercise of such right nor any consequence thereof shall give rise to or be the basis for any claim by or liability to the other party, whether in contract, tort or otherwise, even if the terminating party was informed or  aware of, or otherwise could have anticipated the possibility of, such consequence.

13.10. Public Statements.  Any press release or other public announcement by You regarding this Agreement or any CyberFrontier Network or that mentions CyberFrontier shall require the prior approval of CyberFrontier.  You agree that You shall not disparage CyberFrontier or any of the CyberFrontier Network partners or associates.