For good and valuable consideration, the receipt and sufficiency of which are acknowledged by you, these ZWE’S Terms of Use Agreement sets forth the terms and conditions for your use of the ZWE’S advertisement and Services, and constitutes a valid and binding agreement between you and ZWE (this "Agreement"). This Agreement, together with our Privacy Policy and each written agreement between you and ZWE referencing any advertisement on ZWE or use of its Services constitute the entire agreement between you and ZWE regarding placement of your advertisements and governs your use of the site.  As used herein, ZWE shall mean in combination ZWE’s subsidiaries, and affiliates, and their respective employees, agents, partners, directors, officers, members and shareholders and these Terms of Use Agreement shall apply to each other linked ZWE family of companies.  (Revised To December 28, 2009).

WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE TERMS AT ANY TIME. YOUR CONTINUED USE OF OUR SERVICE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THESE TERMS FROM TIME TO TIME FOR SUCH CHANGES.

1.     ZW Entertainment, LLC (“ZWE”) reserves the right to edit, revise, or reject any listing, advertisement or other content (collectively "advertising" or "advertisement") in its sole discretion for any reason. 

1. You agree that ZWE shall have no liability whatsoever by reason of error for which they may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for so much of the space occupied by the advertisement as is materially affected by the error; and its obligation to give such credit shall not apply unless it is notified of the inaccuracy within 48 hours following the posting error. 
2. You are informed that ZWE is dependent on National Backbone Operators for Internet access and routing.  You agree that ZWE shall have no liability to you if one or more of these National companies should experience a problem that prevents ZWE’s website from being accessed.  Furthermore, you agree that ZWE shall have no liability to you for any damages resulting from failure of performance, error, omission, interruption, deletion, delay of operation or transmission, communications line failure, theft or destruction of, or unauthorized access to, alteration of, or use of records.
3. ZWE does not guarantee any given level of circulation, distribution, reach or readership for an advertisement.
4. An advertisement on ZWE’s website runs for the particular time frame during which the contract period is agreed. No time frame can be for less than a thirty day period. An advertisement is not based upon any pay for click pricing but on monthly placement and pricing.
5. The advertiser and advertising agency jointly and severally assume liability for all content (including text representation, illustrations, updates and links to other internet content) of advertisements published and also assumes responsibility for any claims arising there from made against ZWE including all costs associated with defending any such claim, including but not limited to reasonable attorney fees, court costs, judgment interest, penalties, punitive damages, and any and all other types of costs or damages of whatsoever kind and nature .
6. Prohibited advertisements include but are not limited to any illegal acts under local, state or federal law and prohibited activities included but are not limited to: criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets.   
7. All advertising copy that may be mistaken by a reader as news, feature or other non-advertising materials must be clearly marked "advertisement".
8. All positions are at the option of ZWE. In no event will adjustments, reinstatements or refunds be made because of the position in which an advertisement has been published. ZWE will seek to comply with position requests and other stipulations that appear on insertion orders but cannot guarantee that they will be followed. Payment of a premium position fee does not guarantee positioning. In the event that ZWE is unable to provide the requested positioning, the premium position fee will be refunded and only the regular fee will be incurred. Customer service representatives and sales representatives are not authorized to modify this provision or to guarantee positioning. Misclassification of advertising is not permitted.
9. ZWE shall be under no liability for its failure for any cause to publish an advertisement.
10. Advertiser understands and agrees that ZWE shall be the exclusive owner of any and all right, title, and interest including copyright in and to any works of authorship, derivative works, adaptations, inventions or other intellectual property generated by ZWE, its employees or agents pursuant to this agreement, and any advertising and-or promotional materials relating thereto. Advertiser retains ownership of all advertising in the form delivered to ZWE, and any existing trade and service marks of advertiser.
11. Advertiser grants to ZWE the worldwide royalty-free right to redistribute, sublicense, and otherwise distribute the advertising to any third party in any medium whatsoever.
12. The advertiser or advertising agency shall pay the production cost of advertising created by ZWE including advertising not used. Charges for changes (not corrections) from original layout and copy will be based on current production rates.  Unless otherwise stated, advertiser or advertising agency shall provide all advertisements in ready to place advertisement format finished in all detail with no further work required by ZWE.
13. ZWE will not be responsible for errors appearing in advertisements which are placed after deadline or for errors due to late delivery of material from the advertiser or advertising agency or from a third party designated by the advertiser or advertising agency as a source for material to be published or for any advertisement reviewed and approved by advertiser or advertising agency or any third party working on behalf of advertiser or advertising agency.
14. Cancellations, corrections, changes of advertising dates and/or changes of advertising content must conform to published deadlines and must be submitted in writing. If an advertiser/agency cancels a contract before all impressions are served, ZWE reserves the right to recalculate the rate (CPMs) based on the amount of impressions that actually ran utilizing ZWE's rate card that was in existence at the time the contract was signed. The advertiser/agency shall be billed and pay the calculated difference.
15. Cancellations, corrections, changes of advertising dates and/or changes of advertising content cannot be guaranteed between the time the order is placed and the initial publication.
16. ZWE does not assume any liability for the return of any material in any medium in connection with advertising as all submissions are submitted with the understanding that they will not be returned.
17. Unless otherwise agreed by ZWE, all billings for advertisement will be paid prior to the advertisement running. On advertising where credit is allowed by ZWE in its sole discretion, monthly accounts are due and payable, on or before the fifteenth (15th) day of the month following publication, and in the case of weekly accounts, payments are due and payable net fourteen (14) days from the statement date. If any credit card transaction is not approved for any reason, such account shall be deemed delinquent. When any part of an account for advertising becomes delinquent, then the entire amount owed shall become due and payable and ZWE may refuse to publish any advertising. In this event, the advertiser or advertising agency shall pay for advertising according to the rate earned at the time of the delinquency. Furthermore, on a delinquent account, ZWE may in its sole discretion pull any advertising then currently running. Unpaid billings will incur an interest charge of 1 and ½ half percent per month delinquency.
18. Extension of credit to an advertising agency is based on the agency's acceptance of the sole liability for all advertising placed by the agency and billed to its account. No endorsement, statement of disclaimer on any order, check or letter shall act as an accord or satisfaction, or as a waiver of this condition unless and until it is accepted by ZWE by a separate written agreement signed by a duly authorized representative of ZWE. In the event of nonpayment of any agency account, prior to referring such account for third party collections, ZWE reserves the right to contact the agency's client(s), as disclosed principal(s), for payment. If the outstanding balance is still not satisfied, ZWE may proceed with collections against both the agency and its client(s). No such action on the part of ZWE shall relieve the agency of liability for the debt.
19. There will be a $25.00 charge for any check not honored by the bank. Returned checks must be replaced with certified /cashier/wire transfer funds within 48 hours of notification. ZWE reserves the right to withhold, and if already running, pull further advertising pending receipt of replacement funds.
20. In the event an account is referred to a third party for collection, advertiser and advertising agency agree to pay all collection fees including attorneys' fees and court costs incurred to effect collection as well as judgment interest as allowed by law.
21. Incorrect rates on orders that do not correspond to current rates will be regarded as clerical errors and the advertising will be published and charged at the applicable rates in effect at time of publication.
22. ZWE shall not be liable to the advertiser for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or web sites or the service.
23. All advertisements displayed or used on any of ZWE’s properties or websites, associated with any of ZWE’s brands or given to ZWE for use in any advertising campaign shall not cause any damage to the computers, servers, software or any other technology of our end users. Further, Advertiser agrees that it shall not post, transmit or make available, in any way, any software, technology, program or other material which contains a computer virus, trojan horse, timebomb, worm or other technology or software causing damage to an end users computer. Notwithstanding the foregoing, ZWE has no obligation to detect the presence of any computer virus, trojan horse, timebomb, worm or other technology or software causing damage to an end users computer in any item received from Advertiser.  You also represent that you have without copyright or other infringement, all ownership of, or rights to the use of logos, artwork, photographs, text, images, sound bytes, music, video, audio and design concepts and any other elements used to produce print and online advertising.  Furthermore, you represent and warrant to us that the advertising that you provide us is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights.  You also warrant and represent that you have the unrestrictive and exclusive right to use all such materials. 
24. You agree to indemnify, defend and hold ZWE harmless from any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, expert fees, settlement fees, and all other direct and indirect expenses and losses that may occur, including reasonable attorneys' fees, arising from the breach of this agreement including breach of any of the representations, warranties and covenants that you have made to us and otherwise arising directly or indirectly from the placement of your advertising materials on our Web Site.  This agreement to indemnify, defend and hold ZWE harmless extends to all actions of every type and kind whatsoever including your unauthorized use of trademarks, copyrights or other media of any type, and any person's use of your account with your account, ID, membership or password, regardless of whether such use is authorized by you. This paragraph will survive the termination of this Agreement.
25. Our failure to act with respect to a breach by you or others (and any failure by us to exercise or enforce any right or provision of this Agreement) does not waive our right to act with respect to such breach, right or provision or subsequent or similar breaches, rights or provisions. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, the provision shall be removed (or modified or interpreted, if possible, in a manner as to be enforceable and reasonably effect the intent of the parties), and shall not affect the validity and enforceability of any remaining provisions.
26. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court and law enforcement requests or requirements (including without limitation such requests or requirements made by an industry-endorsed, self-regulatory compliance program).
27. You acknowledge and agree that unauthorized disclosure or use of our advertising site could cause irreparable harm and significant injury to ZWE that may be difficult to ascertain. Accordingly, you agree that ZWE will have the right to obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
28. Limitation  on Liability and Time in Which To Bring A Claim Against ZWE
    ZWE SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-IMFRINGEMENT ON THE RIGHTS OF THIRD PARTIES.  IN NO EVENT SHALL ZWE BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEY’S FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY ARISING FROM YOUR ADVERTISING ON ANY ZWE WEBSITE OR USE OF ITS SERVICES, OR OTHER ACTION OR INACTION BY YOU OR ANY THIRD PERSON ACTING ON YOUR BEHALF, EVEN IF ZWE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ZWE'S LIABILITY TO YOU FOR ANY CLAIM OR CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE THE LESSER OF (I) ONE HUNDRED DOLLARS ($100) AND (II) THE AMOUNT PAID, IF ANY, BY YOU TO ADVERTISE IN THE LAST THREE MONTHS WITH ZWE. THIS PARAGRAPH WILL SURVIVE THE TERMINATION OF THIS AGREEMENT. FURTHERMORE, YOU AGREE THAT NOTHWITHSTANDING ANY STATUTE OF LIMITATIONS PROVIDED BY LAWS OF THE STATE OF CONNECTICUT APPLICABLE TO YOUR CLAIM THAT YOU SHALL HAVE ONLY SIX MONTHS FROM THE DATE OF THE ALLEGED CLAIM OR CLAUSE IN WHICH TO BRING A DEMAND FOR ARBITRATION OR YOUR CLAIM IS TIME BARRED AND WAIVED.
29.  Our failure to act with respect to a breach by you or others (and any failure by us to exercise or enforce any right or provision of this Agreement) does not waive our right to act with respect to such breach, right or provision or subsequent or similar breaches, rights or provisions. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, the provision shall be removed (or modified or interpreted, if possible, in a manner as to be enforceable and reasonably effect the intent of the parties), and shall not affect the validity and enforceability of any remaining provisions.
30. ZWE’s advertisement space hereunder is provided "AS IS".  ZWE is not responsible for and makes no warranties, express or implied, as to the effect advertising on ZWE shall have on your business. You understand and acknowledge that there is no guarantee that any revenue or performance (including without limitation any minimum level of revenue or performance) will be generated as a result of advertising on ZWE. ZWE also makes no representations as to how many individuals may view its website during any particular time frame or how many viewers may see an advertisement.
31. Special promotional or one-time corporate member discounts cannot be combined with any other agency or promotional discounts.  In all such cases, the higher discount will be accepted and applied.
32. These Terms and Conditions supersede any terms contained in any Insertion Orders, even if signed by a representative of ZWE.
33. Any controversy or claim arising out of, or related to, this Agreement shall be settled by arbitration by a three member panel in the County of Middlesex, in Middletown, CT in accordance with the then existing rules of the American Arbitration Association and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter in the controversy.  Each side shall pay their own attorney fees and costs.  
34. Regardless of location of submission of an advertisement, all advertising contracts shall be deemed to have been made in the State of Connecticut and this Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to its conflict of law provisions. This paragraph will survive the termination of this Agreement.
35. Terms, conditions, rates or agreements not set forth herein or in then current rate schedules are not binding. Customer service representatives and sales representatives are not authorized to modify any of these terms and conditions. Any modification of these terms and conditions is effective only if set forth in a separate written agreement signed by a duly authorized representative of ZWE. ZWE is not bound by any promises or representations made by its sales representatives unless set forth in writing and signed by an officer of ZWE.
36. All advertisement orders are accepted by ZWE subject to the foregoing terms and conditions. 1260553207476

BY PAYMENT OF AN ADVERTISEMENT ON THIS WEBSITE, YOU AGREE TO ALL OF THE ABOVE TERMS AND CONDITIONS.