Publisher Account Creation

Company Name
First Name
Last Name
Address
City
State / Province
Country
Zip / Postal Code
Email
Phone

Password
Confirm Password
Promo Code
	I have read and agree to the legal agreement below.


Legal Agreement
PUBLISHER AGREEMENT with Cubics.com. Welcome to Cubics. Before you can become a participant in the Cubics Online Program ("Program") you must first read and agree to all of the following terms and conditions. PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS. This is a legal agreement ("Agreement") between Cubics.com, ("Cubics") and "YOU." The term “You” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, all of whom shall be bound by the terms of this Agreement. The following offer to You to participate in the Program is subject to all the terms, conditions, limitations and waivers below. You acknowledge and agree that by participating in the Cubics Program, You will be bound by all the terms and conditions in this Agreement. If You do not accept these terms and conditions, then please do not register for the Cubics Online Program. More information regarding the Program can be found at the program website located at http://cubics.com or such other websites as Cubics may provide from time to time. 1. PROGRAM PARTICIPATION: Your participation in the Program is subject to the prior approval of Cubics, as well as your ongoing compliance with the Program policies (“Program Policies”) located at http://cubics.com/publisher_policy.aspx. or at such other websites as Cubics may provide from time to time. Cubics reserves the right to refuse participation to any application or participant in the Program at any time in Cubics’ sole discretion. By enrolling in the Program, You represent that you are at least 18 years of age. As a participant in the Program, You agree that Cubics may serve third party and/or Cubics provided advertisements on the website(s) that you designate (“Your Site (s)”) using Cubics' advertising program. While You are a participant in the Program, Cubics grants to You, the following: a. The non-exclusive right to refer, direct, or send visitors or users of Your Site(s) to websites owned, operated or controlled by Cubics. b. A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials created by Cubics for use on Your Site(s) for the exclusive purpose of advertising, marketing or promoting websites owned, controlled and/or operated by Cubics. You also acknowledge that the license granted herein shall automatically and immediately cease upon the termination of this Agreement by Cubics. You acknowledge that Cubics may also immediately terminate multiple accounts held by the same individual or entity unless Cubics has specifically authorized such multiple accounts in writing. 2. AD DISPLAY: You agree to comply with and adhere to the technical specifications provided by Cubics to provide for the proper display of ads in connection with Your Site(s), including without limitation by not altering the JavaScript or other programming code provided to you by Cubics in any way. Ads shall be grouped by Cubics and displayed to end users of your site(s) as Ad units (such groups of ads and related Cubics search queries collectively referred to as “Ad Units”) in standard formats as offered by Cubics from time to time. You may select a format approved by Cubics for the display of Ad Units in connection with your site(s), but you acknowledge and agree that Ads: a. Shall only be displayed in connection with the site(s), each of which is subject to review and approval by Cubics in its discretion at any time; and b. Shall be subject to the Cubics placement guidelines set forth herein. 3. CUBICS CODES: You agree that in connection with displaying an ad or ads on your site(s) Cubics will install, or provide to You to install, on your site(s) a HTML code or other programming code (“Cubics Code”) which shall remain the sole property of Cubics. You also acknowledge and agree that: a. Cubics may immediately install an Cubics Code on Your Site(s) prior to Cubics’ approval of your participation in the Program; b. There will be at least one Cubics Code on each of Your Site(s); c. Cubics reserves the right to install, remove and/or reinstall as many Cubics Codes on Your Site(s) as Cubics in its discretion deems appropriate; d. Cubics may incorporate into the Cubics Code those HTML codes and/or other programming codes which are owned by third parties and which are on Your Site(s); and e. You will not modify or alter the Cubics Code in any way. While You are a participant in the Program, Cubics grants to You the non-exclusive right to allow the Cubics Code to be incorporated into the HTML codes and/or other programming codes which are owned by third parties and which are on Your Site(s). In such cases, You agree to comply with and adhere to the technical specifications provided by Cubics to provide for the proper display of Ads in connection with Your Site(s). You also acknowledge and agree that before participating in the Cubics program and accepting the terms and conditions of this Agreement, you will check, review, and ensure that all of the provisions of this Agreement do not offend, violate or breach the provisions of any other agreement that you have entered into with third parties (“Third party agreements”), including but not limited to agreements with other advertisers or online program operator with respect to your Site(s), and does not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories. You also agree to indemnify, defend and hold Cubics, its employees, independent contractors, authors, agents, representatives, assigns, and successors harmless from any and all third party claims for any direct or indirect losses, damages, injuries or incidental or consequential damages of any kind (including without limitation damages for loss of business profits or other incidental or consequential damages or any other pecuniary loss), that arise if the terms and conditions of this Agreement offend, violate or breach the provisions of any Third Party Agreements into which you have entered. Notwithstanding the foregoing, You acknowledge and agree that should Cubics, its officers, employees, successors or assigns be liable to You for damages, injuries or losses of any kind, direct or indirectly resulting from your offending, violating or breaching any Third Party agreement as a result of your participation in the Cubics program, that the total dollar amount of liquidated damages for any and all claims, injuries, damages or losses shall not exceed a total of Twenty Dollars ($20.00) US. 4. CONFIDENTIAL INFORMATION AND CUBICS DATA: You agree and acknowledge that Cubics may retain and use for its own purposes all information you provide, including but not limited to site demographics and contact and billing information. You agree that Cubics may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than your own. Cubics disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Cubics may share aggregate (i.e., not personally identifiable) information about you with advertisers, business partners, sponsors, and other third parties. In addition, you grant Cubics the right to access, index and cache the site(s), or any portion thereof, including by automated means including web spiders or crawlers. You also agree and acknowledge that Cubics may collect, gather, use, market, sell and advertise information and statistical data (“Cubics Data”) regarding the display of Ads in connection with Your Site(s), how frequently Ads are displayed on Your Site(s), the number of clicks (valid and invalid) on Ads displayed in connection with Your Site(s), as well as any other information regarding Your Site(s). You also acknowledge and agree that Cubics Data shall remain the property of Cubics and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, transferred, disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized in writing by Cubics. Nothing herein shall be construed as a grant or assignment of any rights in any Cubics Data owned by Cubics, including, without limitation, any of its trademarks or service marks. 5. COMPENSATION: You shall receive a payment based on the number of valid clicks on Ads displayed in connection with Your Site(s) as determined by Cubics for its participants in the Program. All commissions due and payable hereunder shall be payable in United States Dollars and shall survive termination of this Agreement. Cubics will pay You no less than Five Cents ($0.05) for each valid click. Unless otherwise agreed to by the parties in writing, payments to you shall be sent by Cubics on a monthly basis within 14 days after the end of the month that Ads are running on your site, but in no event shall Cubics make payments for any earned balance amounting to less than Ten Dollars ($10.00). You also agree that Cubics may deduct from each payment to You the sum of $3.50 to cover the costs of processing and shipping. Notwithstanding the foregoing, Cubics shall not be liable for any payment based on: a. Any fraudulent impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any ads, as reasonably determined by Cubics; b. Ads delivered to end users whose browsers are unable to see and/or hear the Ads properly displayed; c. Ads benefiting charitable organizations and other placeholder or transparent Ads that Cubics may deliver in the event that a site is improperly configured to comply with Cubics’ technical requirements; d. Cubics’ advertisements for its own products and/or services; or e. Impressions co-mingled with a significant number of fraudulent impressions or fraudulent clicks described in (a) above, or as a result of other breach of this Agreement by You for any applicable pay period. Cubics reserves the right to withhold payment or charge back your account due to any of the foregoing, any breach of this Agreement by You, pending Cubics’ reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose ads are displayed on Your Site(s) defaults on payment for such ads to Cubics. In addition, if You are past due on any payment to Cubics in connection with the Cubics Program, Cubics reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. For Canadian taxpayer, this includes any and all applicable tax related information. Cubics may deduct any bank fees related to returned or cancelled checks due to a contact or payment information error or omission from the newly issued payment to You. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. Cubics reserves the right, in its sole and exclusive discretion, at any time to alter or modify the Program including the method and terms of all payment benefits to Participants. Upon notice of any change in benefits under the Cubics Program, You shall have the right to withdraw or terminate Your participation in the Program. If you dispute any payment made under the Program, you must notify Cubics in writing within thirty (30) days of any such payment; failure to so notify Cubics shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records and Cubics Data maintained by Cubics. No other measurements or statistics of any kind shall be accepted by Cubics or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by you that require separate payments) unless expressly authorized in writing by Cubics (including electronic mail). 6. YOUR RESPONSIBILITIES: You are solely responsible for Your Site(s), including all contents and materials, maintenance and operations thereof, the proper implementation of Cubics’ technical specifications, and adherence to the terms of this Agreement, including compliance with program policies. Cubics will not be responsible for anything related to Your Site(s) and shall not be required to provide you with any notice should the Ads not be properly displayed to the end users of Your Site(s). Cubics shall not monitor, supervise or review, and shall not be responsible for any content appearing or otherwise distributed on, at or in association with Your Site(s) except for that content which is supplied to You by Cubics, provided that said content supplied to You by Cubics has not be altered or modified by You or any other party. 7. YOUR WARRANTIES: In consideration for being a participant in the Cubics, You agree and warrant that: a. All of the information provided by you to Cubics to enroll in the Program is correct and current. b. You are the owner of such site or that you are legally authorized to act on behalf of the owner of such site(s) for the purposes of this Agreement and the Program. c. You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder. d. Your Site(s) and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; and (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories. e. You will not, and will not authorize or encourage any third party to make or accept any offer on behalf of Cubics. f. At no time while You are participating in the Cubics Program, or using any materials provided to You by Cubics, will You directly or indirectly display or include on Your Site(s) any advertising or advertising links of any kind which promote Cubics sites, other than those advertisements or ad links which have been pre-approved by Cubics, in compliance with this Agreement, and which advertise Cubics or other sites, companies, products or other wide area network addresses which Cubics designates. g. You will not, and will not authorize or encourage any third party to use any form of mass unsolicited electronic mail solicitations, newsgroup postings, IRC posting or any other form of "spamming" as a means of promoting Your Site(s) or for the purpose of directing or referring users to any websites owned, operated or controlled by Cubics. You further acknowledge and agree that Cubics has the right to immediately, and without notice, terminate your participation in the Program if Cubics, in its sole and exclusive judgment, concludes that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, newsgroup postings, password selling or trading, warez, IRC posting or any other form of "spamming". Opt-in e-mail promotions must comply with United States & Canadian anti-spam laws, and any such laws associated with the countries of opt-in origin and destination. CUBICS HAS ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM, AND ALL FUNDS OTHERWISE DUE TO YOU WILL BE FORFEITED TO CUBICS. h. You will not, and will not authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any Ad(s), including but not limited to through repeated manual clicks, the use of robots or other automated query. i. You will not, and will not authorize or encourage any third party to alter, edit, modify, filter or change the order of the information contained in any Ad and/or Ad unit, or remove obscure or minimize any Ad or Ad unit in any way. j. You will not, and will not authorize or encourage any third party to frame any webpage access by an end user after clicking on any part of an Ad(s). k. You will not, and will not authorize or encourage any third party to redirect an end user away from the Advertiser Page, provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page, or disperse any content between the ad and the Advertiser Page. l. You will not, and will not authorize or encourage any third party to act in any way that violates any policies posted on the Cubics website, as may be updated and revised from time to time. m. You will not, and will not authorize or encourage any third party to include, or link to, any of the following within a Site(s) that contains Cubics banners or links; or, directly or indirectly, link any of the following content or material to any Cubics website through any hyperlinks maintained or created on Your Site(s): (i) Obscene material, including without limitation any material depicting rape, bestiality, or torture. (ii) Any material, which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors; (iii) Any material in which persons under the age of 18 years of age are portrayed in actual, simulated or suggestive sexual situations; (iv) Any material not fully in compliance with 18 U.S.C. Sec. 2257 et seq.; (v) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the make-up, script, demeanor, costuming, or setting. Prohibited material mentioned herein includes the use of the term 'lolita' for any purpose in any fashion including within HTML meta-based tags. (vi) Any material, which is abusive, threatening, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; (vii) Any material which constitutes an infringement, theft, misappropriation or violation of any person's intellectual property rights such as trademark rights, copyrights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or (viii) Any program, data stream, file or other material which contains worms, viruses, "Trojan horses" or any other destructive feature, regardless of whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person. n. All materials of every kind, including videographic, photographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be distributed, transmitted, transferred, broadcast and otherwise disseminated by You to willing adults and shall at all times comply with contemporary community standards in the communities into which they are so disseminated. o. You shall remain an Cubics Program Participant until You terminate participation in the program by notifying Cubics by E-mail at " " of Your intent to terminate Your participation; or Your participation in the Program is terminated for any reason; or the Program is terminated for any reason. p. You will remain an Cubics Program Participant in good standing at all times while You are receiving benefits, compensation, or are otherwise participating in the Program. q. You shall no longer be a Participant in good standing and shall be subject to immediate termination of all Benefits without prior notice if You fail to perform under or breach any part of this Agreement. r. If Your participation in the Cubics Program is terminated for any reason, or You cease to be a Program Participant in good standing, or You change Your Website's URL, or You cease to offer services on the Internet, then You shall immediately and permanently cease all use of all materials provided to You by Cubics through the Program and that you will remove all files containing materials provided to You pursuant to the Cubics Program from your Site(s). s. Of those residing in Canada, only citizens or resident aliens of Canada may participate and must supply Cubics with a Federal Tax ID or Social Insurance Number that is representative of, and exactly matches the Payee Name you provide. If You fail to supply that information to Cubics, then this will constitute a basis for terminating this Agreement and for forfeiting any commissions or fees to which You would otherwise be entitled under this Agreement. To comply with CCRA reporting requirements, Cubics uses a credit agency to verify and/or modify Payee Name informatin as warranted. t. Upon termination of this Agreement You will immediately cease using Cubics codes and marks, and You will remove any materials supplied to you or referring to Cubics, including without limitation any Ads, from Your Website. u. All of Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement Should You violate any of the foregoing warranties and promises, Cubics may immediately suspend your account and terminate this Agreement and may initiate legal action against You. 8. LIMITATIONS OF YOUR PARTICIPATION IN THE PROGRAM: You acknowledge and agree that the Cubics Program, Your participation in the Program, and Program Benefits are subject to the following limitations: a. Cubics shall at all times have the right, in its sole and exclusive discretion, to terminate the Program and any and all Program Benefits relating to Your Participation in the Program at any time and may do so with or without prior notice or cause. b. Cubics, in its sole and exclusive discretion, shall have the right at any time to change or modify the Program, including without limit, the right to change how participants in the Cubics Program are compensated, as well as the right to change how Participants in the Program are paid based on "clicks." If at any time Cubics changes the Program, you shall have the right to withdraw and terminate your participation in the Program. c. Program Benefits are not transferable by You and may only be used by You in association with Your Site(s) while You are participating in the Program and are a Participant in good standing. d. All Program Benefits materials, including, without limitation, all advertising banners, photographic materials, video, recordings, sound, and any other form of intellectual property provided to You as part of this Program shall remain the property of Cubics and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, transferred, disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized in writing by Cubics. e. Cubics is a service mark or trademark of Cubics.com. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Cubics, including, without limitation, any of its trademarks or service marks. 9. TERMINATING THIS AGREEMENT: You may choose to cancel this Agreement at any time with or without cause. Cubics has the right to terminate Your participation in the Program, and any other person's participation in the Program, at any time and may do so with or without prior notice or cause. Cubics also reserves the right to terminate without notice to you any account that is not generated any clicks on ads (as has been determined by Cubics) for a period of six weeks or more. Notwithstanding that either you or Cubics has terminated this Agreement, clauses 3, 4, 7 through 12, and 14 through 21 of this Agreement shall survive termination and will continue to be binding upon You. 10. CONFIDENTIALITY: You agree not to disclose any Cubics confidential information without first obtaining the prior written consent of Cubics. For the purposes of this Agreement “Cubics’ confidential information” includes without limitation: a. All Cubics software, technology, programming, technical specifications, materials, guidelines and documentation relating to the program; b. Click-through rates or other statistics relating to performance of your site in the Cubics Program provided to you by Cubics; c. Cubics Data; and d. Any other information designated in writing by Cubics as “confidential”. “Cubics Confidential Information” does not include information that is publicly known through no breach by You or by Cubics, or information that you have obtained independently without access to Cubics confidential information, or rightfully received by You from a third party, or required to be disclosed by law or by a governmental authority. 11. NO REPRESENTATIONS, WARRANTIES OR GAUARANTEES: Cubics makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to You under this Agreement. Cubics also makes no warranty, expressed or implied, including without limitation with respect to advertising and other services and materials provided by, through or in association with the Program, and all materials are provided to you "as is", and that use of Program and associated materials, including, without limitation is solely at Your risk. Cubics disclaims all warranties, either express or implied including, but not limited to, express or implied warranties or conditions of non-infringement, merchantability and fitness for any particular purpose, with regard to the Program and any and all materials of every kind supplied to You as part of this Program. 12. LIMITED LIABLIITY: You also acknowledge and agree that under no circumstances shall Cubics, its employees, independent contractors, authors, agents, representatives, assigns, successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (including without limitation damages for loss of business profits, business interruption, loss of business information, or other incidental or consequential damages or any other pecuniary loss) , whether in contract, tort or any legal theory, even if Cubics has been advised of the possibility of such damages, with regard to any link to any Cubics website, or arising from or in connection with use of the Cubics program materials, or due to any mistakes, omissions, delays, errors, or interruptions in the transmission, or receipt of Cubics Services, content of the program materials, including without limitation any losses due to server problems or due to in correct placement of the HTML code. Notwithstanding the foregoing expressed limitation of the liability, you acknowledge and agree that should Cubics, its officers, employees, successors or assigns be liable to you for damages, injuries or losses of any kind, direct or indirectly resulting from your participation in the Cubics Program, that the total dollar amount of liquidated damages for any and all of your claims, injuries, damages or losses shall not exceed a total of Twenty Dollars ($20.00). Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liabilities stated herein and that those limitations are the essential basis of the bargain between the parties. Without limiting the foregoing, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts or terrorism, earthquakes, or other acts of God, labour conditions and power failures. 13. PUBLICITY: You agree that Cubics may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Site(s) listings of customers. If You wish to use Cubics’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), You may do so, so long as such use is in compliance with this Agreement and in compliance with Cubics’ then current Brand Feature use guidelines, and any content contained or referenced therein, which may be found at the following: http://Cubics.com/link_to_us.php (or such other address Cubics may provide from time to time). 14. YOUR OBLIGATION TO INDEMNIFY: You agree to indemnify, defend and hold Cubics, it agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively called “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 Program, the site(s), and/or your breach of any term of this Agreement. 15. NO JOINT OR COLLABORATIVE VENTURE: Nothing in this Agreement is intended by Cubics or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Cubics, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Cubics, its employees, agents or assigns. The relationship between Cubics and You is one of independent contractors. You also acknowledge and agree that: a. Cubics shall have no control or ownership interests of any kind in Your business or Your Website. b. You shall have no financial or other interest in Cubics or any property owned, its affiliates, agents, successors or assigns. c. Your relationship with Cubics shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement. d. Cubics has no direct or indirect control over the content of performances or services, the manner of performances or services, or the time or duration of provision of performances or services by You on, at or in association with Your Site(s) except as specifically set forth in this Agreement. e. Neither Cubics nor any employee, associate, agent, assign or successor of Cubics shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at or in association with Your Site(s), and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your Site(s). 16. NO REPRESENTATIONS OF SUCCESS OR PROFITABILITY. You hereby confirm and acknowledge that You have unilaterally decided to enter an Internet service business and acknowledge that it is a very risky business. You further acknowledge, confirm, and expressly agree that neither Cubics, any agent or representative of Cubics, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, reassurance or any other communication of any kind regarding: a. The potential profitability or likelihood of success of Your participation in the Program as set forth in this Agreement or otherwise; b. The possibility or likelihood that use of any products and/or services provided pursuant to this Agreement can or will result in the recoupment of any funds expended by You for the promotion of Your Site(s) or any other purpose; or c. The existence, nonexistence, size or any other characteristics of any market for any products or services which involve Your participation in the Program pursuant to this Agreement. You also expressly acknowledge and agree that the success any of its business endeavors which involve Your participation in the Program pursuant to this Agreement, like any other business venture, is subject to various factors, such as the effectiveness of advertising and promotion, Your managerial and administrative capabilities, and that the success or failure of Your business rests with You and not Cubics. You further expressly agree not to raise any claim of any kind against Cubics, and You agree to hold Cubics harmless from any claim of loss to You directly or indirectly resulting from Your decision to participate in the Program pursuant to this Agreement. 17. TERM OF THE AGREEMENT. You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the Cubics Program may be terminated, in Cubics’ sole and exclusive discretion, at any time, without any advance notice and for whatever reason. . 18. ENTIRE AGREEMENT. You acknowledge and agree that this Agreement constitutes the entire agreement between You and Cubics with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. You agree that Cubics may from time to time, in its sole and exclusive discretion, modify the type and quality of benefits provided to You hereunder either with or without notice. Cubics may modify other terms and conditions at any time upon e-mail notice to You or by posting at an Cubics information web address location. You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable of have any effect unless first reduced to a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Cubics. You agree that no officer, employee or representative of You or Cubics has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and You acknowledge and agree that You have not executed this Agreement in reliance upon any such representation or promise. You acknowledge and agree that the failure of Cubics to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder. You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity. You agree that Cubics may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder. 19. CHOICE OF LAW; WAIVER You acknowledge and agree that this Agreement is executed in Alberta, Canada and all its provisions shall be governed by and construed according to the laws and judicial decisions of Canada and the Province of Alberta and Canada, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in the City of Edmonton in the Province of Alberta, Canada. 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 Cubics. 20. ALL PROVISIONS OF THIS AGREEMENT NOT DEEMED UNENFORCEABLE SHALL SURVIVE ANY UNENFORCEABLE PROVISIONS: In case any one or more of the provisions contained in this Agreement shall for any reason be held to be illegal, invalid or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. 21. THIS AGREEMENT SHALL BE DEEMED TO BE MUTUALLY DRAFTED: For purposes of construction of this Agreement, both Cubics and You shall be deemed to have mutually drafted this Agreement and all parts thereof. 22. REVIEW BY YOUR ATTORNEY: Cubics strongly advises that You review this Agreement with Your attorney before You enter into it. You acknowledge and agree that nothing herein and no statement by Cubics or any employee, representative, agent or other person associated with Cubics has in any way prevented or inhibited You in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair, that all terms have been fully disclosed in writing, and that You have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith. 23. ACCEPTANCE AND EXECUTION OF THIS AGREEMENT: By CLICKING ON THE "SUBMIT FORM" BUTTON on the Cubics Signup Page, and by supplying Cubics with all the required information to sign You up to the Cubics Program, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the above Agreement.