Orthopedic Specialists of America

ON-LINE ADVERTISING AGREEMENT FOR ELECTRONIC ADS AND ELECTRONIC SERVICES TERMS AND CONDITIONS

Orthopedic

Specialists

America

Orthopedic Specialists of America

PLEASE READ THE TERMS AND CONDITIONS BELOW. BY CHECKING THE "I ACCEPT" BOX AND CLICKING THE SUBMIT BUTTON, YOU AGREE THAT THEY WILL GOVERN THE PARTIES' OBLIGATIONS REGARDING THE ADVERTISING AND OTHER ITEMS DESCRIBED IN YOUR ONLINE ORDER. YOU MAY PRINT AND KEEP A COPY OF THESE TERMS AND CONDITIONS.

"You" means the individual or business entity listed as Advertiser above.

""We," "us" and "our" means Specialists Of America, LLC. "Electronic Ads" and "Ads" means advertising on various electronic media, including this website and related websites, consisting of websites we own and third party websites, wireless platforms, and other applications for which we have agreements from time to time (collectively our "Electronic Platform"). You agree that this Advertising Agreement (this "Agreement") applies to the Ads and services ("Services") included in your online order.

WE MAY CHANGE THESE TERMS AND CONDITIONS AT ANY TIME BY POSTING SUCH CHANGED TERMS AND CONDITIONS ON THIS WEBSITE, AND ALL SUCH CHANGES WILL BE EFFECTIVE AS OF THE BEGINNING OF THE FIRST MONTH FOLLOWING THE DATE THE CHANGED TERMS AND CONDITIONS ARE POSTED.

The current version of these Terms and Conditions may be viewed by clicking the link for Terms and Conditions on the Subscription Submission Page of this website.

You are responsible for reviewing these Terms and Conditions, along with the Terms of Use..

1. Order. By checking the "I Accept" box and clicking the "Submit" button, you authorize us to publish the Ads in the Electronic Platform and to provide the Services listed above. The "Agreement Date" is the date you check the "I Accept" box and click the "Submit" button.

2. Notices/How to Contact Us. All notices to us must be in writing and mailed to: Specialists Of America, LLC, PO Box 471, New York, NY 10028 or e-mailed to administrator@orthopedicspecialists.com. Cancellation notices must include your business name, telephone number, and address. For questions about this Agreement or your advertising, please call Customer Care at (347) 560-9088.

3. Term. Unless (i) you accept a discounted rate and longer initial term in your online order for a particular Ad or Service, or (ii) a longer initial term is otherwise specified in these Terms and Conditions, the initial term for Electronic Ads and Services is one year.

4. Cancellation. You may not cancel the current term of your Ads or Services. We may cancel your Electronic Ads and Services without notice at any time for any reason.

5. Charges/Billing. You agree to pay, for the Ads and Services, the annual rates listed on this Agreement for the period we provide the Ads and Services (and for subsequent terms, the then current undiscounted rates). You also agree to pay any one-time charges listed on this Agreement and any taxes due on your Ads or Services. The rates for Electronic Ads do not include any technical or consulting services or changes to your Ads, except as otherwise provided. You agree to pay for any such services that you request at our standard rates. We may start billing before we publish or distribute Ads or begin providing Services. You must notify us in writing about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to our attention within 90 days, then You agree to waive your right to dispute such problems or discrepancies.

6. Payment Terms. You agree to pay all charges in full by the due date. You agree that you may not withhold any payment for any reason, including any dispute between you and us. We may require full or partial advance payment prior to providing any Ads or Services. You authorize us to review your credit history and to obtain your consumer report, and you agree that we may disclose to third parties information about you that we deem necessary to assess your credit rating or report your failure to make payments as required by this Agreement. We may apply payments from you, or monies owed to you, toward amounts owed under this Agreement. You are responsible for payment of all charges even if your telephone number is disconnected or changed or you sell or close your business.

7. Late Charges. We will assess, and you agree to pay, late charges on account balances not paid by the due date (including balances accelerated under Section 8). Late charges will begin to accrue after the due date at a rate equal to the lesser of 18% per annum or the highest lawful rate. In addition, if you submit a check or draft that is dishonored for any reason, you agree to pay, in addition to the face amount of the check or draft, a service fee in an amount equal to the highest lawful amount.

8. Our Remedies. If you do not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement, or make any representation or warranty that is or becomes untrue, we may, without notice:

(i) require you to pay immediately all unpaid amounts you owe and will owe for all Ads and Services for the entire term of this Agreement;

(ii) remove, suspend, or modify your Ads;

(iii) suspend or terminate any Services;

(iv) recover all collection costs and attorneys' fees; and

(vi) pursue any other available legal or equitable remedies.

9. Limitation of Liability/Disclaimers. You agree to review the Ads and Services immediately after their publication or provision and to notify us in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Ad or Service omitted. You agree that we may provide free advertising pursuant to our then-current policies instead of a refund or credit to your account, and that we will have no liability with respect to any listings, Ads or Services provided to you at no cost. The total aggregate liability for us and our affiliates for errors in or omission of the Ads or Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of

(a) the amount by which the value of the Ad or Service was diminished or

(b) the amount you have paid for the Ad or Service giving rise to the liability (the "Liability Cap").

We are not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if you or we knew such damages could or may result. We disclaim any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, we do not warrant the number of responses to your Ads, the number of persons who will view your Ads, or any other business benefit.

We do not warrant that the Electronic Platform, any ancillary service, or the Electronic Ads will be uninterrupted or error free, or warrant any connection to or transmission over the Internet. We make no warranty and will have no liability relating to services provided by third parties or the functionality or content of any website or application not owned by us. The limitations in this Section shall apply notwithstanding any failure of essential purpose under this Agreement.

We are not liable to you for any deviation from or change in our policies, practices, and procedures, including without limitation those regarding the placement, position, or location of Ads or categories.

10. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration. In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe us or claims by you alleging breach of this Agreement to recover amounts you have paid us ), including any dispute regarding any listing, Ad or Service, any omissions, incorrect phone numbers or other errors, and any Ad placement concerns, shall be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association.

11. Products/Publication/Distribution. We reserve the sole right to determine (and may change at any time without notice to you) the design, content, size,geographic coverage, distribution, and appearance of, and the types of advertising offered in, our Electronic Platform and Services and how, where, how many, when, and whether they are published, distributed, reissued, or displayed. We may reject all or any portion of Ads or Services at any time and for any reason (even if previously approved). If rejected, we will, as our sole obligation, refund any advance payments for that Ad or Service. If we receive allegations of copyright or trademark infringement, we may remove the disputed content immediately. We may change each name, street address, Internet address, and telephone number or any other content to conform to our standards, practices and policies or the policies of any third party on whose site, platform or network any Ad is published. We may publish the Ads of any other advertiser at any time and at any location in our Electronic Platform

12. Proofs. We do not guarantee that we will provide you with proofs of your Ads. If we do provide proofs in time for modifications, you must notify us in writing of any changes/errors before the deadline we set. Otherwise, we will publish the Ad or perform the Service as shown and no adjustment will be made. Colors, contrast, photos, font, graphics, and other features may appear differently in the published product and no adjustments will be made for those differences. The size, color, font, highlighting and arrangement of enhanced listing items in Electronic Ads may be different from that appearing in any sales collateral or copy sheet and from web page to web page, and the associated listing's enhancements may be omitted as a result of a distribution affiliate's or user's browser settings or hardware, software or system limitations or the manner in which the listing is transferred to any third party prior to its display to the user.

13. Ad Placement. We do not guarantee the placement or position of any Ad (or the Ad of any other advertiser) on or within the Electronic Platform and will not provide any adjustments on claims relating to placement for any Ad.

14. Advertiser Content. "Advertiser Content" means content you, or any person(s) using your password ("Password Users"), supplies to us, posts, or asks us to use in your Ads and any changes you, your Password Users, or other agent provides us. You grant us a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Advertiser Content for such purposes as we see fit, subject to applicable law. You are solely responsible for the Advertiser Content and will produce and deliver all Advertiser Content in accordance with our then current guidelines, procedures, technical requirements, and deadlines. If you fail to comply, we may cancel or suspend your Ads or Services. If you do not provide us with Advertiser Content or other requested information for a website you order before by the deadline we set, we may choose to publish an "under construction" website, and this website will be considered an Electronic Ad under this Agreement.

15. Our Rights in Advertising Content/Copyright. If we create or supply any content for your Ads or design your Ads, the content and the Ads we create are our sole and exclusive property, except for Advertiser Content and content we license from a third party. We may supply the content to other advertisers. You agree that you have no right to use that content or the advertising developed with that content in other advertising or materials or in any other way, or to permit others to use the advertising or content. You agree that we own the copyright in, and all copyrighted portions of, the Electronic Platform.

16. Multi-Media Distribution. You grant us and our affiliates the absolute, non-exclusive, irrevocable, royalty-free, worldwide, unrestricted license to grant third parties (through multiple tiers) a sublicense to exercise all or any portion of the rights granted us in this Agreement ("Licensed Rights") and to grant such third parties the right and authority to grant other third parties a sublicense to the Licensed Rights (which may be further sublicensed through multiple tiers of sublicensees). The license granted in the preceding sentence will be in effect during the term of this Agreement and for as long as any materials containing Advertiser Content remain in circulation, and will be perpetual as to any business name, address, phone number and other basic listing information included in any Advertiser Content.

17. Change in Specifications; Our Rights. We may change the specifications of your Ads at any time without written notice. We may truncate, edit, refuse, reject or exclude from any use in connection with your Ads and Services any content we obtain or links we establish under the licenses you grant us in the Agreement. We and our contractors may use search algorithms and other methods to map end user search terms to categories and keywords that you select. You agree that the search terms in response to which your Ads may appear on the Electronic Platform may differ from the specific categories and keywords that you selected.

18. Links. If your Ads contain links, you:

(a) grant us and our sublicensees a royalty-free unrestricted right and license to establish those links and to cause the link(s) to open new browser window(s) and publish the website(s) designated by the link(s) within such window within your Ads;

(b) represent and warrant that

(i) you have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person, and

(ii) all copy and content of all websites to which your Ads link complies with all applicable laws and regulations; and

(c) grant us a royalty-free, worldwide right and license, solely for the purposes described in this Agreement,

(i) to access, index, cache, and display the websites to which your Ads link, including by any automated means such as web spiders or crawlers,

(ii) to create and display copies of any text, graphics, images, audio, video, and all other material included on such websites,

(iii) to create and display thumbnail and full-scale copies of any images or video included on such websites, and

(iv) if you select call tracking services, to duplicate such websites, modify them to include a unique telephone number, and link your Ads to the modified websites.

19. Advertiser's Representations. You represent and warrant that:

(i) you have the unrestricted right to use, and to grant the licenses you grant in this Agreement with respect to, all Advertiser Content and that your licensing of Advertiser Content to us will not infringe any third party copyright or trademark rights;

(ii) the Ads comply with all regulations and requirements for your business or profession and you and any individuals listed in your Ads have all required licenses to provide the goods and services advertised in all jurisdictions where the Ads appear;

(iii) your Ads comply with all applicable laws, orders, codes, and regulations;

(iv) you have not made any false or misleading claims in any Ad;

(v) you have not requested, and will not use, the Ads or Services, or our Electronic Platform for any unlawful purpose or business;

(vi) you have not violated any contractual or legal obligation by signing this Agreement and requesting us to publish any Ad; and

(vii) you are or represent the business related to the Ads and Services listed above. You will notify us immediately if any of the above becomes inaccurate.

20. Security/Electronic Transactions. You are responsible for ensuring the security of all passwords we provide you. You also are responsible for all acts and omissions of your Password Users. You agree that the conduct of any Password Users in clicking on any on-screen buttons, or engaging in any other similar conduct, will be legally sufficient for all purposes to bind you to the same extent as though evidenced by your original signature. You waive all claims or defenses that are inconsistent with the foregoing acknowledgements. We may revoke your password or deny you or any Password User access to any back office functionality, in whole or in part, at any time in our reasonable discretion. You acknowledge that the server space on which your Ads are hosted, and the Internet connections through which any transactions are conducted in connection with e-commerce enabled advertising, will be unsecure.

21. Domain Names. If you have ordered a website, we will host that website at an extension or subdomain of any of our Internet domains that we deem appropriate. You may only use that extension or subdomain name for the purpose of promoting your Ads during the term of this Agreement or for so long as we use it to host the website, whichever period ends earlier. You agree that you will not include or reference any domain name(s) or URL(s) associated with your Ads in any email that violates any applicable law, regulation, operating rule, policy or guideline of our or any other on-line service provider or interactive service. We may, but have no obligation to, assist you in obtaining, managing, and/or renewing a custom domain name to use with your website Electronic Ad. We also may, but will have no obligation to, assume the administrative responsibilities, in whole or in part, for that custom domain name, including renewal of the name. However, you are solely responsible for conducting any trademark searches that may be necessary in relation to the selection, evaluation, and appropriateness of any custom domain name we assist you in registering. You agree to pay all charges imposed by the domain name registrar for registration and renewal. Obtaining a custom domain name for you does not obligate us to renew that custom domain name, and we may refuse to do so in our sole discretion. Upon your written request to the notice address specified in this Agreement, with a copy via email to administrator@orthopedicspecialists.com, we will make a commercially reasonable effort to change all or any portion of the administrative contact information. You waive any and all claims you may have, or which may later arise, known or unknown, against us for any loss, damage, claim or expense arising out of, or related to, the acquisition, evaluation, registration, administration, or use of any custom domain name(s).

22. Export Compliance. You agree to comply with all applicable export laws. You represent and warrant that you are not a prohibited entity on any governmental export control list and will notify us immediately if you are placed on any export control list. You acknowledge and agree that

(a) we are not a party to any transactions through your Ads and that we are not responsible, and will have no liability for compliance with export control laws in relation to any such transactions, and

(b) you are solely responsible for obtaining legal advice with respect to such matters.

23. No Spam Policy. You agree not to use your Ads for the posting or sending of, or include or reference any domain name(s) or URL(s) associated with your Ads in, unsolicited commercial advertising, email, information, announcements, or other messages or any other unsolicited distribution commonly considered to be "Spam." We may detect, manage, and eliminate Spam from your Ads.

24. Privacy Policy/User Data. You agree to post your privacy policy on your website. We will own the data collected about users from the servers used to provide the Ads or Services.

25. Indemnification. You agree to defend, indemnify and hold us and our affiliates harmless from any liability or costs, including attorneys' fees and expenses, resulting from:

(a) any breach of your representations, warranties or covenants;

(b) any act, omission or fault of you or your employees, agents or contractors in connection with the Ads or Services;

(c) any claim that the Advertiser Content or other information provided by you violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right;

(d) any communication through your Ads or your collection or use of any information obtained through your Ads, the Services or our Electronic Platform;

(e) any breach of any applicable export control laws; and

(f) any transactions initiated through your Ads and any payment processing services. You will continue to be obligated by this Section even after the termination of this Agreement.

26. Governing Law. You agree that this Agreement will be governed by and construed in accordance with, and all matters relating to or arising under this Agreement will be governed by, New York law without reference to the laws relating to conflicts of laws.

27. Entire Agreement. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and representations, whether express or implied, written or oral, with respect to the Ads and Services. You agree not to include any limiting endorsement on a check or other form of payment, and we may cash a check containing a limiting endorsement without affecting your obligations or our rights. Neither you nor any employee or agent of Specialists Of America, LLC is authorized to change or add to this Agreement or any other provisions that are part of this Agreement in any way, and any purported change or addition, whether oral or written, is void.

28. Miscellaneous. This Agreement is binding on and for the benefit of you and your successors. We may assign this Agreement, but you may not assign any of your rights or delegate any of your duties under this Agreement without our prior written consent. Except as otherwise set forth in this Agreement, neither you nor we will lose any of our rights under this Agreement, even if you or we do not enforce a right or delay in enforcing a right. Neither party will be liable for any damages arising from acts of God or events outside of that party's reasonable control. If any provision of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect. Our imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes.

29. Contact by Us. You agree that we may contact you regarding your Ads or Services, or offers to provide Ads or Services, whether by live telephone, recorded message, U.S. mail or other mail, facsimile or e-mail. You agree that telephone conversations between you and us or our agents may be monitored and/or recorded.

BY CHECKING THE THE "I ACCEPT" BUTTON AND CLICKING SUBMIT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THIS ON-LINE ADVERTISING AGREEMENT, AND AGREE THAT YOU WILL THEREAFTER BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE TO THE SAME EXTENT AS THOUGH EVIDENCED BY YOUR ORIGINAL SIGNATURE.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND ADVERTISER, THEN YOU ACKNOWLEDGE THAT YOU MUST NOT CHECK THE "I ACCEPT" AND MUST NOT COMPLETE YOUR ONLINE ORDER.