1.1 By accepting the terms and conditions of the Agreement, Author (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Author as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Author is untrue, inaccurate, not current or incomplete, PI has the right to terminate Author’s account and refuse any and all current or future use of the Service.

1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE AGREEMENT. Nothing in this agreement obligates PI or the Service to list, link to, accept or otherwise host any online bot anywhere on the Pandorabots site. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 6.2 regarding non-renewal of service.

3.1 Author acknowledges and agrees that he or she shall be fully responsible for all content, goods and services offered by Author’s Bot, all materials used or displayed by the Bot, and all acts or omissions that occur by the Bot or in connection with Author’s account or password. Certain Bots may be subject to additional requirements.

3.2 PI reserves the right to refuse to host or continue to host any Bot which it believes, in its sole discretion: (1) offers for sale content, goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its Bot from the time it was accepted; (3) has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the Agreement.

4.1 Software License. PI hereby grants Author a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by PI for the sole purpose of creating and maintaining Bots on such server. Author is not being granted any right to copy the Software or to use it on computers other than a server controlled by PI. Author may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Author, on any server other than the servers controlled by PI without PI’s express written agreement. Author also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that PI does not commit to support any particular browsing platform. PI reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Author. If any revision or modification to the Software materially changes Author’s ability to conduct business, Author’s sole remedy is to terminate the Agreement pursuant to Section 6.2 regarding non-renewal of service.

4.2 PI Intellectual Property. Author acknowledges and agrees that content available from PI or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.

4.3 Author’s Property. Author agrees that by using the Service, Author grants PI, and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Author’s copyrights and other intellectual property rights, if any, in all material and content displayed in and by Author’s Bot to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any PI property the results of search queries and comparisons conducted on PI, including, without limitation, searches conducted on the Service. Author also grants PI the right to maintain such content on PI’s servers during the term of the Agreement and to authorize the downloading and printing of such material, or any portion thereof, by endusers for their personal use.

4.4 Unauthorized Access. Author shall not attempt to gain unauthorized access to any servers controlled by PI.

5.1 Hosting Fee. Author shall pay to PI a monthly hosting fee in the amount of $9.95, with the first payment due one (1) month from the Start Date (as defined in Section 6.1) and subsequent payments due on a monthly basis from the Start Date (e.g., if the Start Date were July 8, then payments of the hosting fee would be due on the 8^th day of every month thereafter).

5.2 Bot Maintenance Fee. Author shall pay to PI a monthly bot maintenance fee in the amount of $1.00 for every Bot available from Author’s account, based on the daily average number of Bot available from Author’s account during the applicable calendar month and prorated by the number of days in the applicable calendar month that such Bots exist in PI’s server, with payments due on the 5^th day of the month after the applicable calendar month.

5.3 Transaction Fee. Author shall pay to PI a monthly transaction fee equal to 0.5% of Total Revenue, with payments due on the 5^th day of the month after the calendar month to which the transaction fee applies. "Total Revenue" means the total dollar amount, excluding shipping and handling charges and any applicable taxes, of all transactions conducted through Author’s Bot.

5.4 Revenue Share Fee. Author shall pay to PI a monthly revenue share fee equal to 5% of Referred Revenue, with payments due on the 5^th day of the month after the calendar month to which the revenue share fee applies. "Referred Revenue" means that portion of Total Revenue generated from transactions conducted through Author’s Bot that originate from PI’s network of properties (e.g., a hypertext link within PI’s main directory that permits users to navigate directly to Author’s Bot). PI shall identify these transactions by, among other things, placing a 30-day cookie within the user’s Internet browser at the time that the user navigates to Author’s Bot directly from a page within the pandorabots.com domain. Notwithstanding the foregoing, PI is not obligated under the Agreement to place links within PI’s network of properties that drive traffic to Author’s Bot.

5.5 Reconciliation and Auditing for Transaction Fees and Revenue Share Fees. With respect to the fees set forth in Sections 5.3 and 5.4, Author shall be entitled to identify, and exclude from Total Revenue and Referred Revenue, those transactions conducted through Author’s Bot that are cancelled or for which no content, goods or services are delivered to the purchaser ("Excluded Transactions"), except that Author must identify a transaction as an Excluded Transaction within 90 days from the date on which the transaction was originally conducted. PI shall be entitled to audit, at a mutually agreed upon time during normal business hours, those Author records relating to Excluded Transactions and otherwise to investigate Excluded Transactions, which might include contacting the purchaser to confirm that the transaction at issue is an Excluded Transaction.

5.6 Mechanics. All fees are cumulative and payable in U.S. dollars. PI shall calculate all fees and, in its discretion and on the applicable due date set forth herein, either (a) charge payments to the credit card number given to PI at the time of registration or to any other credit card number that Author so designates, or (b) invoice payments to be paid by Author within ten (10) days after the invoice date. Late payments shall bear interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by law, if less). In the event of any failure by Author to make payment, Author shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by PI in collecting such amounts. PI may, upon 30 days prior notice to Author, alter its fees under the Agreement.

6.1 Term. The term of the Agreement shall be 30 days commencing on the date that Author opens an account with PI (the "Start Date"). The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Author must at the time of renewal be in substantial compliance with the material terms and conditions of the Agreement. PI shall have the right, but not the obligation, to review any Bot for compliance with the Agreement as part of the renewal process, or at any time.

6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating any reason therefor. Any notice of nonrenewal must be given at least five (5) days prior to the end of the current monthly period in order for the Agreement to expire on the last day of that monthly period; otherwise, the Agreement will expire on the last day of the following monthly period (e.g., if the Start Date were July 8, and Author were to provide PI with notice of nonrenewal on August 6, then the Agreement would expire on September 8). All notices under this Section 6.2 must be given in the manner described in Section 14 regarding notice.

7.1 Termination. Either party may terminate the Agreement on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. PI reserves the right to immediately suspend any customer access to Author’s Bot until such breach or noncompliance is cured.

7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, PI may, but has no duty to, immediately terminate Author and remove it from PI servers if PI in its sole discretion concludes that Author is engaged in illegal activities or the sale of illegal or harmful content, goods or services, or is engaged in activities or sales that may damage the rights of PI or others. Any termination under this Section 7.2 shall take effect immediately and Author expressly agrees that it shall not have any opportunity to cure.

7.3 Waiver. Author expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4 Deletion of Information. Upon termination, PI reserves the right to delete from its servers any and all information contained in Author’s account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software.

7.5 Survival. The provisions of Section 4 (Proprietary Rights), Section 8.1 (Author Information), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.

8.1 Author Information. PI maintains information about Author and the Bot on PI servers, including but not limited to Author’s account registration information, Author’s customer order information, sales information, and clickstream data ("Author Information"). Author grants to PI a non-exclusive, worldwide, royalty-free, perpetual license to use Author Information in aggregate form (i.e., in a form that is not individually attributable to the Author) for research, marketing and other promotional purposes.

8.2 Password. Author shall receive a password from PI to provide access to and use of the Software and Online Bot Services. Author is entirely responsible for any and all activities which occur under Author’s account and password. Author agrees to keep its password confidential, to allow no other person or company to use its account, and to notify PI promptly if Author has any reason to believe that the security of its account has been compromised.

8.3 Technical Access. Author acknowledges and agrees that technical processing of Author Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Author also acknowledges and agrees that PI may access Author’s account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

8.4 Author Privacy Policy. Author agrees (a) to post a privacy policy in its Author Bot that, at a minimum, discloses any and all uses of personal information collected from users by Author; (b) to include in Author’s privacy policy a paragraph provided or approved by PI that describes PI’s collection and use of Author’s customer information; and (c) to use personal information only as expressly permitted by Author’s privacy policy.