This Adgile Publisher Terms and Conditions (the "Agreement") is made by and between Adgile Advertising Network ("Adgile") and you ("Publisher"). By becoming Adgile publisher and placing the Adgile ad code on the Publisher's website(s) the publisher agrees to the following:

1. Adgile Responsibilities.

   Adgile shall provide, in accordance with the terms and conditions of this Agreement, advertising representation services to the Publisher with the following: (a) twenty-four (24) hour seven day a week access to online reporting, except for planned downtime; and (b) revenue reports that detail Adgile generated activity on the website, including the number of Impressions and clicks.

2. Web Publisher Responsibilities.

   • Publisher site must receive a minimum of 50,000 impressions per month.
   • Publisher may not place our banner on pages without content, on non-approved websites or webpages.
   • Publisher may not change the Adgile tag code. All other changes must be authorized by Adgile representative.
   • Publisher shall not run "robots" or "spiders" against its web site or use any means to artificially increase and the number of Impressions or ClickThroughs available. A Clickthrough is generated when a user clicks with their mouse on an Advertiser's message in order to move to the Advertiser's web site.
   • Publisher may utilize "meta refresh banner rotations" only for pages that have chat, video broadcast, audio broadcast, or active gaming content. Such ads must not be refreshed more frequently than once every three minutes.
   • Adgile will not accept websites that contain: obscene or pornographic images or links; libelous material; or hate speech (collectively "Undesirable Content"). Publisher warrants that, during the term of this Agreement, its websites will not contain Undesirable Content.
   • The following methods of generating websurfer interest are unacceptable to Adgile and may be grounds for dismissal from the network: use of unsolicited e-mail or inappropriate newsgroup postings to promote your Web Site; autospawning of browsers; automatic redirecting of users; clicking on your own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of visitors.
   • All Adgile Network advertisements must be served from the Adgile server. Stored images that are loaded from a different location will not count towards any statistic or payment.
3. Adgile reserves the right to remove any publisher's site that is found abusing the network.
4. Sharing Rate: Adgile pay for publishers in CPM basis. Our revenue sharing is 60/40 60 which is your revenue.
5. Adgile pays all publishers by U.S. check or by Paypal at Net15 basis. Publishers are paid only for months in which earned revenue exceeds $10.00 U.S. Payment will issue on 15th every month for previous month's revenue.
6. Automatic Renewal. This non-exclusive Agreement shall be automatically renewed for successive periods and may be canceled immediately by either party at any time by notification in writing via e-mail. In the event of termination, all legitimate earnings due to the publisher will be paid during next pay period.
7. Indemnification. Publisher hereby agrees to indemnify and hold Adgile and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the publisher in the Adgile, (ii) operation of the publisher's web site or any URL submitted to Adgile or (iii) otherwise arising from publisher's relationship with Adgile. Publisher also agrees to indemnify Adgile for any legal fees incurred by Adgile, acting reasonably, in investigating or enforcing its rights under this agreement.
8. Modifications. Adgile reserves the right to change the publisher Terms and Conditions at any time. It is the publisher's responsibility to check these Terms and Conditions from time to time for such changes. In the event Adgile offers any additional or replacement services then this agreement shall apply to such services in the absence of any new agreement specific to such services which is entered into between the parties.
9. Applicable Law. This agreement shall be construed according to the laws of the Hong Kong Special Administrative Region, and subject to the jurisdiction of the courts of the Hong Kong Special Administrative Region.
10. Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, ANTVENTURE MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, NETWORK FAILURES, THIRD-PARTY AD SERVING DIFFICULTIES, SOFTWARE PROGRAMS, SERVICES PROVIDED HEREUNDER, OR ANY OUTPUT OR RESULTS THEREOF. ANTVENTURE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Privacy. Publisher shall support Adgile commitment to protect the privacy of the web surfer community; such commitment is set forth in Adgile Privacy Policy, which is hereby incorporated into these terms and conditions.