Express Submit Services Agreement

Section 1.0 - Introduction

Top10Links Express Submit is a fee based service owned and operated by Top10Links, which provides expedited consideration of the applicant's Web site for inclusion in Top10Links directory of web sites located at top10links.com and other related domain names.

Section 2.0 - Agreement

2.1 This Services Agreement ("Agreement") is entered into by and between Customer ("Customer" or "You") and Kelly Publishing, DBA Top10Links ("Top10Links") regarding Customer's use of the Services (defined below).

2.2 This Agreement sets forth the entire terms and conditions under which Top10Links makes the Services available to Customer.

2.3 BY COMPLETING THE SERVICE REGISTRATION FORM AND CLICKING THE PAYMENT BUTTON IN THE ACCOUNT CENTER YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION (INCLUDING AN ACCURATE E-MAIL ADDRESS) AS PROMPTED BY THE REGISTRATION FORM, THAT, TO THE BEST OF YOUR KNOWLEDGE, THE SITE SUBMITTED IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.

2.4 Top10Links reserves the right, in its sole discretion, in the future, to change, modify, add or remove all or part of this Agreement at any time and without notice.

Section 3.0 - Definitions

For purposes of this Agreement the following terms will have the indicated meanings:

3.1 "Services" means the Top10Links Express Submit web site submission service to be provided by Top10Links for Customer under this Agreement, as more fully described below and on Top10Links "Add Site" page.

3.2 "Web Site" means the web site submitted by Customer through Top10Links Express Submit service identified by the URL supplied by Customer.

3.3 "URL" means the Internet address of the Web Site submitted to Top10Links by Customer.

3.4 "Submission Date" means the date on which payment for Services has been received by Top10Links.

3.5 "Directory" means the web pages at Top10Links that list various Internet web sites that can be "searched" or "browsed" at top10links.com.

3.6 "Listing" means how the Customer's Web Site name appears in the Directory.

3.7 "Title" means the Customer's company or organization name. When no company or organization name is available, the Web Site's title.

3.8 "Editor" means an individual authorized by Top10Links to add, edit or delete web site listings to, in or from the Top10Links Directory.

3.9 "Email Address" means the electronic address required and provided by Customer during the submission of Customer's Web Site.

3.10 "7 Business Days" means seven days from the date payment has been verified excluding Saturday, Sunday, any holiday as observed by Top10Links or any day in which there are problems processing Customer's submission request.

3.11 "International Customers" means those Customers located outside of the United States.

3.12 "Minimum Requirements" means the list of criteria that all submitted Web Sites must meet in order to be considered for a Listing.

Section 4.0 - Provision of Services

4.1 Services.

In consideration of full payment from Customer and when full payment and successful completion of Top10Links Express Submit online form in the account center has been received by Top10Links, in accordance with this Agreement, Top10Links agrees that a Top10Links Editor will visit the Web Site submitted by Customer so that they may consider adding Customer's Web Site to the Top10Links Directory.

Top10Links reserves the right in its sole discretion to determine if the Customer's Web Site meets the posted Minimum Requirements or any other requirements that Top10Links may choose to use to determine which sites to include in the Directory.

Customer acknowledges and agrees that nothing in this Agreement or the Service obligates Top10Links to list, link or otherwise accept Customer's Web Site in the Directory or anywhere on top10links.com.

4.2 Duplicate URLs.

Top10Links Express Submit Service is intended for Customer to submit URL's that are not already in Top10Links Directory. Customer's may check if their Web Site URL is already listed in our Directory by following the instructions at the following URL:

http://top10links.com/add-site/check-url.php

If Customer submits a Web Site URL that already appears in Top10Links Directory as determined by a check at the above URL at the time of submission, Customer will still be charged for Service and the listing will be reviewed for accuracy and updated if necessary.

If Customer's Web Site already appears in Top10Links Directory and Customer wants to change either the Web Site Title or URL, Customer may request this change without charge through Top10Links "contact us" page.

4.3 Access.

In order for a Top10Links Editor to consider adding Customer's Web Site, customer's Web Site must be fully accessible. If any part of Customer's Web Site offers access on a subscription basis, Customer must provide Top10Links with a guest userid/password, valid for a period no shorter than 30 days. The guest userid/password will be used solely by a Top10Links Editor for the purpose of evaluating whether your site qualifies for a Listing in our Directory.

4.4 Notification.

A Top10Links Editor will respond to Customer's Email Address within 7 Business Days to notify Customer whether or not their Web Site has been granted or denied a listing in the Top10Links Directory. Response times are measured based on Top10Links mail servers.

4.5 Appeals / Re-Submissions

If Customer's Web Site has been denied a Listing in the Directory a reason will be given by the Editor and Customer will have 60 days to appeal/resubmit their Web Site for a final decision as instructed in the email. If after an appeal /resubmission Top10Links reaffirms it's denial of Customer's Web Site, no further appeals or submissions will be considered.

4.6 Acceptance

If Top10Links Editor decides to add Customer's Web Site to the Directory, Top10Links editors reserve the exclusive and sole right to decide:

a) What category(s) the Web Site will be added to.

b) What position or ranking the Web Site will have.

c) The Listing Title of the Web Site.

d) The description, review, comment, annotation, graphic, IF ANY, next to the Web Site.

e) Any other aspect of the Web Site Listing.

4.7 Views And Click Throughs

For those Customer's whose Web Sites are added to the Directory, Top10Links does not guarantee the number of visitors that will view or visit Customer's Web Site as a result of their Listing in the Directory.

4.8 Publicity

Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by Top10Links. Top10Links reserves the right to withhold approval of any public announcement in its sole discretion.

4.9 Changes

Customer may request changes to the URL or title of any of their Web Sites in our Directory through our feedback form. Top10Links also reserves the right, in its sole discretion, to move, edit or delete Customer's Web Site Listing from the Directory at any time, for any reason.

4.10 Customer Information.

Customer agrees to provide certain complete, current and accurate information as required during the submission of all data to Top10Links. Customer also agress to maintain and update their contact information to keep it complete, current and accurate.

Section 5.0 - Service Fee

5.1 Payment.

Customer acknowledges and agrees that full payment for Services must be received before Services can be provided and once payment has been submitted Customer is not eligible for a refund. Top10Links requires Customers within the United States to submit a valid credit card or checking account information online on a secure server during the submission process. All payments must be made in US dollars.

5.2 Fees

The current fee for Top10Links Express Submit Service is a one time NON-REFUNDABLE fee of US $49. for each Web Site submitted by Customer. Customer acknowledges that payment of this Service fee is for consideration of Customer's Web Site and does not in any way guarantee that Customer's Web Site will be added to Top10Links Directory.

Customer's payment of fee only guarantees that a Top10Links Editor will consider adding Customer's Web Site to Top10Links Directory and the Editor will respond to Customers Email Address within 7 Business Days notifying Customer of whether their Web Site was accepted or denied a Listing in Top10Links Directory. Customer expressly agrees to pay to Top10Links such fee whether or not Customer's Web Site is accepted or denied a Listing in the Top10Links Directory or if the Web Site Customer submits already exists in the Directory.

5.3 International Customers

Top10Links requires International Customers to submit a valid credit card online on a secure server during the submission process. International Customers must pay a transaction fee of 2.6% of the Express Submit submission fee plus 30 cents.

5.4 Refunds

Customer understands and agrees that there are no partial or full refunds for this Service and any charges made to their credit card or withdrawals from their checking account for the Service are NON-REFUNDABLE. Service cannot be canceled once Customer submits payment through our online payment processor.

5.5 Affilliates

Customer understands and agrees that if Customer is also an affiliate of Top10Links, any fees paid for Service by Customer are not subject to commission towards their account.

Section 6.0 - Inclusion Criteria

Top10Links, in its sole discretion, may apply a variety of disclosed and undisclosed criteria when considering what sites to add to the Directory. The following page contains a list of MINIMUM criteria that Customer's Web Site must meet in order to be considered.

http://top10links.com/add-site/guidelines.htm

Section 7.0 - Use of Data

Customer acknowledges and agrees that Top10Links may use the information about Customer on its servers and any registration information submitted by Customer in aggregate form for research and product development, marketing, or other promotional purposes.

Customer hereby agrees that Top10Links has the right (but not the obligation) to disclose any such information if Top10Links believes such disclosure is needed to a) comply with the law or legal process; b) to protect the rights and interests of Top10Links or others; c) to enforce this Agreement.

Top10Links may contact Customer regarding Service using the Customer's email address as provided during the application process or as updated by Customer.

Section 8.0 - Indemnity

Customer agrees to defend, indemnify, and hold harmless Top10Links and its partners, parents, subsidiaries, shareholders, officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party or Customer claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, costs and expenses resulting from (a) the indemnifying party's material breach of any duty, representation, or warranty under this Agreement (b) any infringement of any trade secret, patent, trademark, or copyright (C) violation of any proprietary right and invasion of any privacy rights (D) copying, printing distributing or publishing of any Advertisement at Top10Links. Top10Links has the right (but not the obligation), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer, which shall not otherwise excuse Customer's indemnity obligations.


Section 9.0 - Disclaimer of Warranties & Liabilities

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TOP10LINKS MAKES NO WARRANTY EXPRESS OR IMPLIED THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, UNDISRUPTED OR ERROR FREE.

TOP10LINKS, AND ITS PARENTS, PARTNERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF TOP10LINKS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT IN ANY WAY RESULT FROM ANY ASPECT OF THE CUSTOMER'S USE OF OR INABILITY TO USE SERVICE, TOP10LINKS ACCEPTANCE, REJECTION OR REMOVAL OF CUSTOMERS WEB SITE, OR TOP10LINKS CONTINUED LISTING OF CUSTOMER'S WEB SITE IN THE DIRECTORY.

IN NO EVENT SHALL TOP10LINKS LIABILITY TO CUSTOMER EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO TOP10LINKS UNDER THIS AGREEMENT. SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN OF THE ABOVE WARRANTIES OR LIABILITIES.

Section 10.0 - Force Majeure

Neither party to this Agreement shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, or any government or any governmental body, acts of war, the elements, strikes or labor disputes, riots, insurrection, fire, floods, storm, explosions, earthquakes or other cause beyond the reasonable control of Top10Links

Section 11.0 - Notices

Any notices or communications required or permitted under the terms of this Agreement or by law shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Top10Links, such notices shall be addressed to the following:

By Electronic Email:

support@kellypublishing.net

By Standard Mail:

Top10Links - Express Submit
255 South Rengstorff Avenue, #132
Mountain View, CA 94040

If to Customer, such notices shall be addressed to the electronic or mailing address specified in Customer's registration form.

Section 12.0 - Entire Agreement

This Agreement sets forth the entire Agreement between the parties and supersedes prior proposals, agreements, and representations between the parties, whether written or oral, regarding the subject matter contained herein. This Agreement may be changed only by mutual agreement of the parties in writing. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document.

Customer acknowledges that they have read this Agreement, agree to all its terms and conditions. Furthermore, Customer has independently evaluated the desirability of participating in this Agreement and is not relying on any representation, guarantee or statement other than as set forth in this agreement. Customer acknowledges that they are not competitors of Top10Links. Customer agrees that this Agreement will have precedence over any and all terms and conditions specified on any signed or unsigned document submitted to Top10Links.

Section 13.0 - Governing Law

This Agreement and the relationship between Customer and Top10Links will be governed by the laws of the state of California and the United States of America, without regard to its conflict of law provisions, applicable to contracts entered into and performed entirely within the state of California (without giving effect to any conflict of law principles under California law).

Customer and Top10Links agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California Top10Links failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

Section 14.0 - Severability

If any provision in this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such invalid, unlawful or unenforceable provision will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, to the Agreement, or to Customer's Listing in the Directory must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Section 15.0 - Section Titles

The section titles in the Agreement are for convenience only and shall have no legal or contractual effect on the interpretation of any part or provision regardless of the title heading under which the part of provision is allocated.