1.       INTRODUCTION: 

Please read this Agreement carefully The following are the terms and conditions for use of the KeyWord Max service (“Service”), provided to you by Direct Response Technologies, Inc.  (“DRT”) through the web site www.keywordmax.com and/or www.directresponse.com By enrolling as a “Subscriber," clicking the “I Accept” button, and completing the registration process, you agree to be bound by these terms and conditions, including all payment terms, policies, practices, rules, standards and guidelines (“Policies”) related to the Site and/or the Services posted on the Site, in effect from time to time (collectively, the "Agreement"). In this Agreement, "you", and "your" refers to the Subscriber. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Service, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party.

2.       NON-EXCLUSIVE LICENSE DRT hereby grants you a non-exclusive license to use the Service in accordance with this Agreement. You may not: (1) modify, translate, or create derivative works based on the Service, or permit other individuals to so; (2) rent, lease, transfer or otherwise transfer rights to the Service; (3) use a single account for multiple business entities; (4) provide third parties with access to your account, except for third parties specifically authorized by DRT; and/or (5) reverse engineer or disassemble the Service.

3.       Term:  The term of this Agreement shall begin upon your acceptance of this Agreement and shall continue in accordance with the period of time selected by You during the order process, 1 month, 3 months, 6 months, or 1 year (“Term Period”).  This Agreement shall automatically renew thereafter for additional Term Periods, unless terminated in accordance with this Agreement.

4.       SERVICE:   DRT’s exclusive obligation is to make the Service available to you through the DRT Site.   Subscriber understands and agrees that DRT may change, modify, alter, suspend, remove, disable access to, terminate or discontinue all or any portion of the Site and/or the Services at any time for any reason, without notice, cost or liability. 

5.       YOUR GOODS AND SERVICES:  DRT is not responsible for anything regarding your web site(s), your advertisements, your search listings, and/or your keywords, including, but not limited to, placement of your advertisements or search listings, click traffic, your thank you or landing pages, payments, maintenance of your web site(s), order entry, customer service, payment processing, shipping, cancellations or returns (collectively “Your Goods and Services”). 

6.       AVAILABILITY OF SERVICE:  Subscriber understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason.  While DRT will attempt to provide the Site and the Services on a continuous basis, Subscriber acknowledges and agrees that DRT has no control of the availability of the Site or the Services.  Subscriber also understands and agrees that DRT is not responsible for the functionality, interface, availability, or operability of any Third Party Provider.  While DRT will use reasonable efforts to provide the Services to Subscriber, DRT cannot guarantee that a Third Party Provider will make the changes submitted by DRT to the Third Party Provider on behalf of Subscriber in a timely manner or at all.  Subscriber, at its sole cost and expense, shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for Subscriber’s use of the Site and the Services, including, without limitation, telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services.

7.       ACCESS:  You are authorized to access the Site and/or the Services solely to manage your  account(s). You agree that you will not use the Site or any content therein for any other purpose and that you will not disseminate or distribute any of this information. Your right to access your account with DRT is personal to you and non-assignable and is subject to any limits established by DRT. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with DRT or to monitor or copy the Site or the content contained therein except those automated means expressly made available by DRT, if any, or authorized in advance and in writing by DRT.  You agree that you will not use any device, software, reverse engineering, or routine to interfere or attempt to interfere with the proper working of the Site, any of the services offered through the Site, the Services, and/or the links, tracking, or reporting methods deployed by DRT.  Without limitation to the foregoing, Subscriber further agrees that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure (as determined by DRT).

8.       SECURITY:   The Subscriber is responsible for all activities that occur under the Subscriber’s password or account, and it is the Subscriber’s responsibility to keep its password(s) and/or account information confidential.  Subscriber shall be solely responsible for the security, confidentiality and integrity of all messages and the content that Subscriber receives, transmits through or stores on the Site or Service.  Subscriber shall be solely responsible for any authorized or unauthorized access to Subscriber’s account by any person, including, without limitation, any charges to Subscriber’s account with any Third Party Provider. If any unauthorized use of Subscriber’s account or password occurs, Subscriber must notify DRT via phone and/or email immediately, and DRT will suspend use of the account and password until a new password is in place. 

9.       RIGHTS RESERVED, RIGHTS GRANTED, Data Ownership. 

a.       DRT reserves the right to approve or reject any Subscriber for any reason at any time.  

b.       DRT compiles statistics across all the web sites it services. These statistics are limited to certain broad categories.  This information is presented only in an aggregate form, and in no event will we present specific site data without permission. Subscriber grants DRT the right to use, distribute, and/or sell aggregate non-personally identifiable data resulting from Subscriber’s use of the Services. 

c.        Subscriber grants to DRT the non-exclusive right to access Subscriber’s accounts with Third Party Provider(s) and alter the data within those accounts using Subscriber’s account information for the purpose of providing the Services.  Third Party Provider(s) may include, but are not limited to web site publishers, pay-per-click search engines, advertising networks, email providers, and/or any other third party with which Subscriber maintains an account and is using the Services to manage such account. 

d.        As part of your use of the Service, DRT collects information about your marketing activities and visitors' behavior on your Web site(s) (collectively "Web Site Data").  DRT shall not use the Web Site Data except directly in furtherance of the purposes of this Agreement.  DRT shall not disclose the Web Site Data to any third party unless directed by you, unless (a) such disclosure is made by DRT in response to a court order, and provided that DRT has given you reasonable notice of such court order, or (b) is in aggregate non-personally identifiable form as described in Section 9b.  DRT agrees that you will own all Web Site Data.

10.   PAYMENT.   DRT Fees billing and cancelation policies are available at http://www.keywordmax.com/terms.html and are incorporated herein by reference.  You agree to pay to DRT all applicable charges to your account in advance of each term, in United States dollars, for the Service you selected as set forth in DRT Fees Policies in effect from time-to-time. 

a.        Billing Schedule.   If you are participating in a trial period, unless you cancel Services on or before the trial period ends, billing will begin immediately once the trial period has ended.  Your account will be  charged at the beginning of the initial term and subsequent renewal terms, or when, and if, you add items to your service, in an amount equal to the total charges for the Term Period including applicable subscription fees, set-up fees, support fees, added items, and taxes, if any (“Account Charges”).

b.       Method of Payment. You agree and represent that all information you provide for the purpose of enrolling as a Subscriber will be accurate, complete, and current.  Subscriber expressly authorizes DRT to charge your credit card, charge card, or debit card for any and all applicable Account Charges associated with your account hereunder.  If payment cannot be charged to your credit/charge/debit card, for whatever reason, or if there is a charge-back for any reason, DRT reserves the right to either suspend or terminate your account with DRT.  If you provide us with a credit card, charge card, or debit card that expires during the term of this Agreement, we reserve the right to charge any renewal card issued to you as a replacement.

c.        Failure to Make Payment.  In the event of any failure by you to make payment, or if you charge-back, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by DRT in collecting such amounts plus interest at the rate of 10% per annum or the maximum amount permitted by law, whichever is greater.

d.       Refunds.   100% of all Account Charges are NON-REFUNDABLE, unless a money back guarantee applies in which case the terms for the money back guarantee listed on the Site when you first signed-up for your account will govern.  

e.       Rate Changes.  DRT reserves the right to change the rates for its Services in its sole discretion.

11.    NO ASSIGNMENT OR RESALE.  Except as otherwise indicated herein, you may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer your rights, we may immediately terminate this Agreement with out liability to us.

12.    REPORTING: Counting and tracking for the Services shall be based on DRT’s internal reporting counting and/or tracking procedures only.

13.    LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

a.       Limitation of Liability.  The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein.   DRT and/or its respective suppliers may make improvements and/or changes in the Service at any time.  DRT does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available, are free of viruses or other harmful components. DRT does not warrant or represent that the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable.   Except for the data protection provisions set forth in Section 9.d, DRT is not responsible for Your data residing on DRT servers.  DRT is not responsible for your account and/or data with Third Party Providers.  Furthermore, DRT does not represent or warrant that the Site, Services, and/or payment plans will meet your objectives or needs.   You specifically agree that DRT shall not be responsible for unauthorized access to or alteration of your data.  Further, DRT reserves the right to make changes to any and all parts of its Service at any time, without obligation to notify any person or entity of such changes.

b.       EXCLUSIVE REMEDY.  DRT's cumulative liability to you or any other party for any loss or damages, regardless of the form of action, shall not exceed an amount equal to all amounts actually realized and received by DRT from Client during the twelve (12) month period immediately preceding any such liability. 

c.        DISCLAIMER OF WARRANTIES .  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR OWN RISK. THE SITE AND/OR SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT AND WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE SITE, SERVICES, AND/ OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SITE AND/OR SERVICES, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE SITE AND/OR SERVICES.    SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

d.       EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.  DRT will not be liable to Subscriber or any third-party claimant for any direct, indirect, special, punitive, consequential, or incidental damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss)  arising out of this Agreement and/or the use of or inability to use the Service and/or Site, regardless of the form of action whether in contract, tort, warranty, negligence, strict liability, breach of any statutory duty, indemnity or contribution, or otherwise, even if DRT has been advised of the possibility of such damages. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the foregoing paragraph.

e.       The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products.

14.    YOUR REPRESENTATIONS. You represent and warrant (i) that you have sufficient authority to enter into this Agreement.; (ii) that you have the right to provide DRT with access to your accounts with Third Party Providers; (iii) that you are in compliance with all applicable laws; (iv) that you shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing your obligations under these terms or by authorizing and permitting DRT to perform the Services hereunder; (v) that you shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (vi) that all information provided by you is truthful, accurate, and complete, and is not misleading in any way; (vii) that DRT is hereby authorized by you to perform the Services on your behalf with each Third Party Provider, including without limitation changes to your account with each Third Party Provider, and that if requested by DRT, you will provide us with written authorization; (viii)  that you are legally bound to each Third Party Provider for any and all charges to your account with each such Third Party Provider as a result of DRT’s actions on your behalf hereunder, pursuant to such terms and conditions applicable to you from time to time with each Third Party Provider; and (ix) that you shall be solely liable and responsible for, and DRT shall have no liability for, and you shall pay when and as due, any and all charges to your account with each applicable Third Party Provider related to the Services performed for you hereunder.

15.    INDEMNIFICATION. You agree to indemnify and hold us (and our directors, officers, employees and agents) harmless against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by us (and our directors, officers, employees and agents) in connection with any claims of any kind made by a third party arising out of your use of the Site and/or Services, your accounts with and/or use of the services provided by Third Party Providers, Your Goods and Services, and/or a breach of your representations or warranties.

16.    NOTICES.   We will provide all notices to you to the contact person and at the address, email address, or fax number identified on your account. You must send all notices to us at: office@directresponse.com, or such other address as provided on the Site from time to time.

17.    NO AGENCY.  The parties to this Agreement are independent contractors and this Agreement does not create and shall not be construed to create an agency, partnership, joint venture or other association relationship between the parties.

18.    TERMINATION; CANCELLATION. 

a.       Your Right To Terminate.     You may terminate this Agreement and your account as described in the KeywordMax billing and cancellation policy set forth at the URL listed here and incorporated herein by reference: http://www.keywordmax.com/bcpolicy.html

b.       Our Right To Terminate.  Notwithstanding anything contained in this Agreement to the contrary, DRT may, in its sole discretion, terminate your account, and discontinue your participation in the Service.  Reasons for DRT's determination to so terminate or discontinue your account or participation as provided for above include, but are not limited to, failure to make payment in accordance with DRT’s terms, and/or if DRT believes that you violated this Agreement or other policies or guidelines of DRT or of a Third Party Provider, or if DRT believes your conduct may be harmful to consumers, advertisers, or subscribers who participate in the Service.  All decisions made by DRT in this matter will be final and neither DRT nor its licensees (or distributors) shall have any liability with respect to such decisions.

c.        Effect of Termination.  Upon termination, you will no longer be able to access your account.   Regardless of which party terminates this Agreement, You will be responsible for all charges incurred up to and through the date of termination including payment obligations during the remainder of any unexpired initial Term or renewal term and such charges will be due and payable immediately.

d.       Survival.  Sections 5, 9.b, 10, 13, 14, 15, 19, 20, 23, and 26 shall survive any termination of this Agreement.

19.    TRADEMARKS:   Without the prior written consent of DRT, Subscriber shall not display or use in any manner any DRT Marks.

20.    PROPRIETARY RIGHTS.    Title, ownership rights, and intellectual property rights in and to the Site and/or the Service shall remain with DRT. The Service and/or the Site, and the intellectual property operating it are protected by international copyright treaties. Title, ownership rights, and intellectual property rights in and to the content, and code accessed through the Service and/or the Site is the property of DRT and may be protected by applicable copyright or other law. This License gives you no rights to such content or code. 

21.    LINKS:  Subscriber acknowledges that the Site may contain hyperlinks to third party web sites. Subscriber understands and agrees that the linked sites are not under the control of DRT, and DRT is not responsible for, and makes no representations or warranties with respect to, the contents or privacy policies or practices of any linked sites or any link contained therein. The inclusion of a linked site is for Subscriber’s convenience only and is not intended and should not be construed as an endorsement or recommendation by DRT of the linked site or its content.

22.    MARKETING.  Subscriber grants to DRT a non-exclusive license as long as this Agreement is in effect to use, reproduce, publicly and digitally display and perform, transmit and broadcast Subscriber’s name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the Service, including the inclusion of Subscriber in DRT’s marketing materials and on DRT’s “partners’ and testimonial page”. 

23.    CONFIDENTIALITY: "Confidential Information" means any information disclosed to you by DRT, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by DRT; (ii) becomes publicly known and made generally available after disclosure to you by DRT other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, at the time of disclosure by DRT as shown by your files and records immediately prior to the time of disclosure. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information, (b) use any Confidential Information, or (c) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain DRT's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to DRT immediately upon DRT's request.

24.    CONSTRUCTION.  No conditions other than those set forth in this Agreement shall be binding on us unless we expressly agree in writing signed by an authorized representative of DRT.  DRT may change this Agreement , its Policies, and/or rates at any time upon notice published on the Site or by e-mail notification to you.  Any use of the Service and/or Site after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.  DRT reserves the right to discontinue offering the Service and/or Site at any time.

25.    FORCE MAJEUR.  If the performance of any part of these Terms by DRT is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, judicial or governmental action, labor dispute, war, insurrection, technical failure, act of God or any other causes beyond the control of DRT, including, without limitation, any actions or reactions by a Third Party Provider, DRT shall be excused from such performance to the extent that it is prevented, hindered or delayed by such causes.

26.    MISCELLANEOUS.  This Agreement (i) shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of law; and (ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties concerning the subject matter hereof. You submit to jurisdiction and venue in the state and federal courts located in the Commonwealth of Pennsylvania, Allegheny County and further agree that any cause of action you may bring arising under this Agreement will be brought by you exclusively in a state or federal court located in the Commonwealth of Pennsylvania, Allegheny County.  Subscriber agrees to pay all legal expenses of DRT, including reasonable attorney’s fees, should Subscriber be found in breach of this Agreement.  In the event that any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.