THESE TERMS AND CONDITIONS MUST BE READ BEFORE REGISTERING WITH SMORTY AND THE USE OF SMORTY SERVICES. USING SMORTY’S SERVICES INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER WITH SMORTY.

This agreement ("Agreement") is between you (“Advertiser”) and Smorty. These are the Terms and Conditions of Smorty’s Service. Smorty offers you the opportunity to have original blog opinion articles ("Posts") written about your website and/or services including link code (“Hyperlink”) that may be placed by bloggers in one or more blogs in exchange for a fee paid to Smorty by the advertiser and then a percentage paid to the blogger by Smorty (the "Service").
In this Agreement, (i) "Advertiser," "you" and "your" means collectively the Advertiser and its Affiliates who participate in the Service, and (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly controls, is controlled by or is under common control with that person or entity, and the term "control" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. These Terms and Conditions shall apply to opportunities you offer through the Service. The term of the Agreement will commence on the date you apply as an Advertiser with membership and will end when terminated by either party in accordance with the terms of the Agreement (the "Term").

1. Payment. You agree to pay Smorty all charges you have specified when creating an ad campaign using the Service in accordance with these Terms and Conditions. These payments will be upfront when creating a campaign and will be paid via credit card or PayPal only. Smorty reserves the right to either suspend or terminate your account with Smorty, including deletion of your campaigns from the Services. Any fees for the Services which are charged to your account are non-refundable if approved as a campaign and made active. You will be refunded only if your campaign is declined by Smorty and you can or will not fix the problems associated with the decision to decline by Smorty. If you chargeback a payment as set forth herein, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by Smorty in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. Smorty receives the full amount invoiced to you without offset or deduction. You agree to promptly (i) update all information to keep your account information current, complete and accurate (such as a change in billing address or e-mail) and (ii) notify Smorty in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password..

2. Credit Card Charges. You authorize Smorty to charge your credit card (as provided by you) for all charges relating to your campaign or account. Your non-termination or continued use of the Service reaffirms that Smorty is authorized to charge your credit card. Smorty may submit those charges for payment and you will be responsible for such charges. Smorty reserves the right to modify, suspend or terminate the required method of payment for use of the Service at any time, although any pending opportunities will be completed using the method current when you listed the opportunity. If Smorty modifies the terms of the method of payment, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on the Smorty Website. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the Service at any time by providing written notice to Smorty. Your continued enrollment constitutes your acceptance of the terms of the method of payment as modified. You determine a maximum amount for charges to your account for each campaign subject to the provisions below. When you list a campaign, and for each campaign therafter, you preauthorize Smorty to charge your credit card up to the maximum amount that you specify. You understand that all of your opportunities will not be created if your credit card rejects any charges made to it by Smorty. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your membership and payments.

3. Posted Articles and Disputes. You agree that Smorty is not responsible for any aspect of content or product to be blogged about by Smorty contracted publishers. You represent, warrant and covenant that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed campaign will look substantially the same to all end users regardless of the end users' location, and (iii) your Website does not contain any Smorty-owned or licensed content, except pursuant to a separate signed agreement with Smorty. You acknowledge that bloggers are independent third-parties and not directly controlled by Smorty. As a consequence, any blog postings of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. You are given an opportunity to dispute such posts relating to your campaign for a period of 120 hours from the article being published on such blog, this does not include disputes for posts relating to page rank unless your campaign was delivered to a lower page ranked blog than what you paid for. Advertisers may not dispute blog posts based on rules which the advertiser has entered into the description area of a campaign presented to bloggers. Smorty administrators review each dispute before finalizing it. If a disputed post is found to be suitable then it is approved by Smorty administrators. Any declined posts will be resent to another blog to create a new post. Any post which is not disputed within 120 hours is automatically approved and that you are solely responsible (and assume all liability and risk) for determining whether or not such Posts are appropriate or acceptable to you.

4. Cancellation / Termination. This agreement will commence on the date you or a representative on your permission 'checks' the "I ACCEPT" box to agree to the terms and conditions and shall continue thereafter until your account is terminated by you or by Smorty.

a) Termination by Smorty. Smorty shall have the right, upon notice to Advertiser, to terminate all or part of this Agreement at any time with or without cause. Reasons include but are not limited to (a) Advertiser materially breaches any term or condition this Agreement; or (b) Advertiser (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
Upon termination of membership of any Advertiser in the Service or termination of this Agreement for any reason, all Sections of this agreement shall survive termination.

b) Termination by advertiser. You may cancel at any time by sending written notice of your desire to cancel your membership to Smorty (including email). All terminations by the Advertiser must be replied to by Smorty administration. Payments by the Advertiser to Smorty will be forfeited in full if the advertisers campaign has been approved by Smorty administration and will not be refunded. If the Advertiser terminates an agreement before their campaign has been approved then the total payment will be refunded.

5. Confidentiality. "Confidential Information" means any information disclosed to you by Smorty, 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 Smorty; (ii) becomes publicly known and made generally available after disclosure to you by Smorty other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Smorty as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Smorty prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Smorty's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Smorty immediately upon Smorty's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Smorty, its Parent and/or Affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Smorty Privacy Policy ("Privacy Policy") (as posted on or linked from the Smorty Website), the Agreement shall control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by Smorty, its Parent and/or Affiliates in connection with providing the applicable Services and/or services and all information described in the Privacy Policy may be shared with and used by (x) Smorty, its Parent and/or Affiliates, and/or (y) certain trusted third parties. You may not issue any press release or other public statement regarding the Agreement, Smorty, its Parent and/or their Affiliates without Smorty's prior written consent.

6. Warrantees and Representations. You warrant and represent, covenant that (i) you have sufficient authority to enter into the Agreement; (ii) you are a business, not a consumer, and that your use of Smorty’s services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website: (a) do not violate any law, statute, ordinance, treaty or regulation or Smorty policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Service Terms; and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Smorty, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.

7. Indemnification. You agree to indemnify and hold harmless Smorty, its Parent and Affiliates and its and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Smorty to make your listings, results, and/or Services available in connection with third party Websites, blogs, posting, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, Affiliates, and employees (each, an "Smorty Entity" and collectively, the "Smorty Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your information, use of the Service, any blog Postings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Smorty and/or any Smorty Entity, subject to Smorty and/or the Smorty Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Smorty, and/or any Smorty Entity provided that you will not agree to any settlement that imposes any obligation or liability on Smorty and/or an Smorty Entity without Smorty's prior express written consent.

8. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. SMORTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY. ANY LIABILITY OF SMORTY IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT OF THE AMOUNT ALREADY PAID BY YOU TO SMORTY PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL SMORTY OR ANY SMORTY ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD SMORTY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON YOUR LISTING(S) REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

10. Notices. Smorty may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Smorty. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Smorty is updated, current and correct. All notices to Smorty shall be sent via certified mail or email, details will be current on Smorty’s contact us page.

11. Your Obligation to Indemnify. You agree to indemnify, defend and hold Smorty, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Service, your Post(s), and/or your breach of any term or condition of this Agreement.

12. No Guarantee. All blog posts are intended to be permanent on all blogs. This is NOT guaranteed. Circumstances beyond Smorty’s control may arise where a blog is deleted, entry is lost, etc. Smorty administrators do their best to accurately determine whether a blog is permanent with good content. Smorty administrators do not approve blogs with little content or have not been indexed by search engines. Bloggers must meet tight guidelines to be approved and paid. Your website rankings on search engines may increase however Smorty makes no warrantee on any search engine ranking changes and is not responsible for results of the advertisers website or service by using this service.

13. Miscellaneous. Any modifications to this Agreement must be made in a writing executed by both parties, by your online acceptance of updated terms, or after your continued membership in the Service after such terms have been updated by Smorty. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Smorty. Notwithstanding the foregoing, Smorty may assign this Agreement to any affiliate at any time without notice. The relationship between Smorty and you is not one of a legal partnership relationship, but is one of independent contractors.

14. Software License. Smorty hereby grants Merchant a non-exclusive, non-transferable licence to use the Software in object code form only on a server controlled by Smorty.

15. Changes to this Agreement
Ashop Commerce will occasionally update this agreement. When we do, we will also revise the "last updated" date at the top of the Agreement statement.
This agreement constitutes the entire agreement between the parties as to its subject matter to the exclusion of any prior agreement whether written or oral express or in any way implied.
If any provision of this agreement is held to be invalid or unenforceable for any reason it shall be severable and shall not affect the remaining provisions of this agreement.
References to any party to this agreement shall be deemed to be references to or include as appropriate there respective successors and permitted assigns.

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