ThePenCentral

TERMS AND CONDITIONS OF USE

These terms and conditions were last updated on ________.

1. Acceptance of Terms. These Terms and Conditions of Use (“Terms”) govern your use of the website http://www.thepencentral.com/ (“Website”) and all related services (“Services”) provided by ThePenCentral, LLC (“TPC”). Your use of the Website and/or Services is conditioned upon your acceptance of and continual adherence to these Terms. By using the Website and/or Services, you accept and agree that these Terms are a binding contract between you and TPC.

TPC reserves the right to alter or revise these Terms at any time, in its sole discretion. If the modifications are substantive, TPC will provide you with seven (7) days’ notice before the changes take effect, during which time you can reject the changes by terminating your account. If, after receiving notice, you continue to use the Website and/or the Service, then by doing so you agree to and accept the changes.

TPC reserves the right to suspend or terminate your ability to use the Website and/or the Services, or to remove any or all Platforms and/or Member Content posted or created by you, at any time, for any reason, including, but not limited to, your failure to adhere to these Terms.

2. Definitions.

Member: you; an author, writer, creator or other person who creates an account on the Website and/or uses the Services

Website: http://www.thepencentral.com/ and all subordinate webpages

Services: the suite of services provided by TPC via the Website, including but not limited to, the Edit Tool and other tools with which Members may create Platforms and/or create and post Member Content

Edit Tool: a component of the Services with which Members may create Platforms

Platform: a webpage on the Website that is created by a Member using the Services and that includes Member Content

Member Content: Any content—including, but not limited to, prose, poetry, photographs, videos, music or other sound files, votes, ratings, chat conversations, forum posts, questions, and answers—that a Member posts to a Platform or otherwise on the Website

User: a person who accesses the Website but does not create an account or use the Services, and instead reads, rates, and/or searches for Platforms, sends Platforms via email, and/or subscribes to RSS fees from Platforms

Elite Member: a Member who has been designated as “Elite” by TPC—whether upon application of the Member (to editor@thepencentral.com) or otherwise—because, in TPC’s discretionary judgment, that Member consistently creates high quality

Member Content

Elite Platform: a Platform created by an Elite Member or one that has been designated as “Elite” by TPC because, in TPC’s discretionary judgment, that Platform contains high quality Member Content; a Platform listed under the Website’s elite “Article Category” and in the Website’s “Elite Writer’s & Buyer’s Market” (rules for which can be found here)

3. Member Restrictions and Identification.

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3.1.Member Age. Before creating any Platform, uploading or creating any Member Content, or using any of the Services, all Members must register with TPC by creating an account. As part of the registration process, a Member must make a sworn declaration of his or her age. Only persons aged 18 years or older may register and create accounts. A legal guardian must register and create an account for would-be Members who are under age 18. The legal guardian must agree to these Terms and must provide proof of guardianship to TPC upon request. All monies provided to a Member under age 18 will be placed in the guardian’s account.

3.2.Prohibited Groups. Residents of countries under embargo by the United States and foreign persons or entities blocked or denied by the United States government may not use the Website or the Services or create TPC accounts.

4. TPC Rights. TPC reserves the right to:

suspend or terminate any Member’s account at any time, for any reason, in TPC’s sole discretion;

remove any Platform or Member Content from the Website, at any time, for any reason, in TPC’s sole discretion;

modify or terminate the Services and other functionality offered by TPC through the Website at any time, temporarily or permanently, for any reason, in TPC’s sole discretion;

program Platforms with information related to other Platforms.

TPC shall have no liability to any Member for performing any act listed in this Paragraph 4.

5. Member Obligations.

Each Member is responsible for any and all activities occurring under his or her account, as well as all Platforms and Member Content created or posted under that account. If a Member discovers that unauthorized activity has occurred on his or her account, that Member must immediately notify TPC by sending an email with the subject line “UNAUTHORIZED ACTIVITY – ACCOUNT #______” to: editor@thepencentral.com.

Members must follow all guidelines presented on the Website with regard to the creation of Member Content, including, but not limited to, forum posts, comments, questions and answers.

Members must behave with civility and refrain from harassing, threatening, or intimidating other Members and Users.

Members may post or use only Member Content or other content over which they possess the necessary rights, including, but not limited to, intellectual property rights.

Members may not modify, or attempt to modify, any Platform created by another Member or any object or source code of the Website.

Members may not create Platforms or create or post Member Content that:

oIncludes any material, including links, that is pornographic, defamatory, libelous, tortious, vulgar, obscene, invasive of privacy, racially or ethnically discriminatory or pejorative, or otherwise offensive, or that promotes or provides

instructional information about illegal activities or cruelty to animals;

o Includes any material, including links, that contains any worm, virus, Trojan horse, or other malicious code; o Includes any material, including links, that is objectively targeted at children under age 13;

o Includes any material, including links, that promotes gambling;

o Violates, either by its substance or the act of its publication, any local, state, or federal law or regulation; o Includes any material, including links, constituting a solicitation for illegal activity;

o Breaches, either by its substance or the act of its publication, any fiduciary duty or duty of confidentiality of the Member;

o Attempts to automatically redirect Users to other domains; or

oIs written primarily in a language other than English.

Members may not use any Platform as storage for remote loading or as a door or signpost to any URL outside the Website.

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Members may not spam other Members, Users or third parties, to promote any Platform. For purposes of the forgoing sentence, “spam” includes, but is not limited to, the dissemination of mass emails and the use of automated tools to create or modify TPC accounts, Platforms, or Member Content, including but not limited to, comments, blogs, questions, and answers.

Members may not impersonate any other Member or any TPC agent.

Members may not collect indentifying information about other Members or Users of their Platforms, or sell or transfer any such information.

Members may not create Platforms or create or post Member Content that, considered objectively, would tend to mislead other Members and/or Users regarding the authorship of any Member Content. In particular, if a Member creates or posts Member Content that a reasonable person would understand as claiming, professing, expressing, assuming, or otherwise evidencing special expertise by the Member in any profession for which the State of California requires practicing members to hold a duly-issued license, then that Member must prominently disclose, alongside or as part of the relevant Member Content, whether or not that Member possesses a license to practice the relevant profession, and if so, in what jurisdiction(s). If that Member participates in the Website under a pseudonym, then that Member must file with TPC a declaration under penalty of perjury stating the Member’s legal name, pseudonym, and license type, number, and jurisdiction.

6. Member Earnings Opportunities. TPC offers three programs through which Members can earn money: the Impression Program, the TPC Ad Program, and the Referrals Program. Members may elect to run both the Impression and TPC Ad Programs simultaneously, in which case advertisements relating to both programs may appear on a Platform simultaneously, and Members may also participate in the Referral Program. TPC reserves the right to modify any and all aspects of these programs at any time, in its sole discretion, subject to the notice provision in Paragraph 1 hereof.

6.1 Impression Program. Members participating in the Impression Program have the opportunity to receive advertising revenue from third-party websites based upon impressions on Platforms created by the Member.

6.1.1.Assigning Affiliate IDs. Members may enter identifying information (“Affiliate IDs”) about their accounts with third parties such as Google Adsense and eBay Affiliate Services into their TPC accounts to allow TPC to share impressions with such services. Members are solely responsible for entering their valid Affiliate IDs. By entering an Affiliate ID in his or her TPC account, the

Member appoints TPC as the Member’s exclusive agent with regard to the sharing of advertising revenue generated by impressions on the Website or any part thereof.

6.1.2.Impression Sharing by TPC. TPC will rotate valid Affiliate IDs entered by the member into a percentage, to be determined by TPC in its sole discretion, of impressions occurring directly on Platforms created by the Member. The Member’s designated

Affiliates will hold and distribute to the Member any revenues generated as a result of the Member’s participation in the

Impressions Program. TPC shall have no responsibility for tracking or distributing such revenues.

6.1.3.Terms and Conditions. These Terms apply to the Impression Program; however, third parties for whom the Member inputs

Affiliate IDs into the Member’s TPC account may impose distinct terms and conditions on the Member’s use of their websites or services, or on TPC’s sharing of Impressions. By participating in the Impressions Program, the Member agrees to be subject to any such additional terms and conditions, and to hold TPC harmless for the effects of such additional terms and conditions on the Member’s receipt of revenue through or as a result of the Impressions Program.

6.2. TPC Ad Program. Members participating the TPC Ad Program have the opportunity to earn revenue directly from TPC or from third parties selected by TPC (“TPC Partners”) in consideration for the placement of advertisements, by TPC at TPC’s direction or by TPC Partners under TPC’s supervision, on Platforms created by those Members. By participating in the TPC Ad Program, the Member consents to the placement of additional advertisements, as a result of the Member’s participation, on Platforms created by the Member.

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6.2.1.Conditions on Participation. TPC reserves the right to refuse, suspend, or terminate a Member’s participation in the TPC

Ad Program, at any time, for any reason, in TPC’s sole discretion. TPC further reserves the right to suspend or terminate the TPC Ad

Program or any component thereof at any time, for any reason, whether purposefully or inadvertently, in TPC’s sole discretion. Additionally, TPC reserves the right to require Members to participate in certain portions of the Impressions Program in order to be eligible for participation in the TPC Ad Program.

6.2.2.Selection and Placement of Advertisements. By participating in the TPC Ad Program, the Member authorizes TPC, in TPC’s sole discretion, to select advertisements to be placed on that Member’s Platforms and to determine where and how frequently they appear thereon. This authority includes the authority to select and place unpaid, public-service, charitable, and/or default/placeholder advertisements on the Member’s Platforms.

6.2.3.Participant Obligations. Members participating in the TPC Ad Program agree to refrain from engaging in any fraudulent or deceptive practices with respect thereto, including, but not limited to, requesting that Users click on advertisements on the

Member’s Platforms or that they reload such Platforms in order to generate additional impressions. Participating Members further agree to provide and maintain accurate TPC Ad Program account information, including, but not limited to, that Member’s name, address, additional contact information, payment account information, Tax Information (as further defined below), and any other information reasonably required by TPC. Ensuring the continuing accuracy of such information is the sole responsibility of the Member.

6.2.4.No Transfers. TPC Ad Program accounts are neither transferable nor assignable.

6.2.5.Revenue Sharing. Payments to a participating Member shall consist of that Member’s Earned Balance, where “Earned Balance” is defined as that Member’s Net Share (as defined below) of validly-generated revenues collected by TPC from third-party advertisers participating in the TPC Ad Program, based on impressions generated by the placement of advertisements on the

Member’s Platforms. TPC reserves the right to withhold payment to a Member and/or to implement charge-backs or future withholding from that Member’s TPC Ad Program account, if TPC determines, in its sole discretion, that the Member has breached any of the Member’s obligations under these Terms. Further, TPC reserves the right to withhold payment to a Member based on that Member’s submission of inaccurate or incomplete account information, or that Member’s failure to respond to communications from TPC via the contact methods provided by the Member in the Member’s account.

6.2.6.Determination of Net Share. For most Members and most Platforms, the Net Share presently equals fifty percent (50%), but TPC reserves the right to raise or lower the Net Share at any time, for any reason, in its sole discretion, subject to the notice provision in paragraph 1 above. Further, the Net Share applicable to some groups of Members, with respect to some Platforms may be higher or lower, as follows:

6.2.6.1.Advertisements. If the TPC Editorial Staff determine, in their sole discretion, that a Platform constitutes an advertisement, then the Member’s Net Share will be reduced to zero (0) with regard to revenues generated from impressions on that Platform. In TPC’s sole discretion, reviews of restaurants, hotels, tourist attractions, books, films, music, or other items that are posted to a Platform under the “Review Category" may be treated as advertisements. Further, in TPC’s sole discretion, Platforms created by Members practicing in professions for which a license is required, and which include a link or reference to the Member’s own website or refer Users to the Member for services, may be treated as advertisements.

6.2.6.2.E-Books. The Net Share for listings of electronic books on TPC’s Book-Writer’s Webpage is zero (0).

6.2.6.3.Elite Platforms. TPC reserves the right, in its sole discretion, to offer a Net Share greater than fifty percent (50%) for Elite Platforms.

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6.2.6.4. Write-Aid Platforms. The Net Share for Write-Aid Platforms shall be zero (0). However, once a Write-Aid Platform has appeared on the Website for at least three (3) months, the Member can petition TPC (at editor@thepencentral.com) for the Platform to be moved from the Write-Aid Category to another category on the Website, after which move the Platform may qualify for the standard Net Share of fifty percent (50%).

6.2.6.Payment Mechanism. All payments from TPC to a participating Member under the TPC Ad Program shall be made via PayPal3. A Member must supply valid PayPal account information upon creating his or her TPC Ad Program account in order to receive payments. If, after six (6) months, a Member fails to collect any payment posted to his or her TPC Ad Program or PayPal account, TPC shall deem the payment uncollected and forfeit and reserves the right to recoup said funds. Timely collection of payments is the Member’s responsibility, and TPC shall not be liable to the Member for recouping uncollected payments.

6.2.7.Forfeiture of Account Balance Due to Inactivity. If a Member’s account becomes Inactive, TPC reserves the right to terminate that account, in which case, that Member shall forfeit all interest in any monies then present in the account. For purposes of this paragraph, an account shall be deemed inactive if: (i) the balance therein has remained unchanged for more than six (6) months; (ii) tax information associated with the account has been expired for a period of more than six (6) months; (iii) the Member has failed to collect payments from, or to accept payments into, the account for more than six (6) months; or (iv) the Member fails to respond to emails from TPC sent to the email address of record in the Member’s account after at least six (6) months have elapsed since the first attempted email contact.

6.3. Referral Program. Registered Members of TPC who tie Affilite IDs to their TPC accounts may earn revenue by referring other persons to the Website, provided that those persons then register as Members of TPC and create Click-Bites. TPC will pay the referring Member a fifty dollar ($50.00) referral fee after a referred member has published at least five (5) Platforms, or at least five

(5) items of Member Content that TPC determines, in TPC’s sole discretion, merit a referral fee. Self-referrals are prohibited.

6.4 Elite Bonuses. TPC, in its sole discretion, may from time to time award cash bonuses, in amounts to be determined by TPC, to Members based on their creation of Elite Platforms, which bonuses shall be directed to the Member’s Paypal account.

6.5.Taxes. Participating Members are solely responsible for paying all applicable federal, state, and local taxes and other charges associated with or applicable to revenues they receive through the TPC Ad Program or Impressions Program. For purposes of this Agreement, “Tax Information” shall be defined as follows: (i) for United States taxpayers, a valid United States Tax

Identification Number (“TIN”) and an accurately and thoroughly completed IRS Form W-9; (ii) for non-United States taxpayers, a certification signed by the Member that Member has no activities in the United States, an accurately and thoroughly completed IRS Form W-8, and any other forms required by U.S. tax authorities, which may require a valid TIN. Participating Members acknowledge and agree to tax withholding by TPC as required by law.

6.6.NO GUARANTEES. TPC makes no guarantee that any Member will earn revenue from any revenue program, achieve any number of impressions, placed advertisements, click-throughs, etc. Further, TPC does not guarantee and shall have no liability for acts or omissions by third-party services or Affiliates. PARTICIPATING MEMBERS ACKNOWLEDGE THAT NO MINIMUM LEVEL OF REVENUE IS GUARANTEED.

7. Intellectual Property

7.1. Copyright.

7.1.1. Reporting Infringement. In accordance with the Digital Millennium Copyright Act (“DMCA”), if a Member believes that the Member’s Member Content or other intellectual property has been copied or used in a way that constitutes copyright infringement, the Member must provide the following information to TPC’s Copyright Agent, who can be contacted through the procedures described at http://www.ThePenCentral.com/help/copyright_infringement: (a) an electronic or physical signature of the person

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authorized to act on behalf of the owner of the allegedly infringed copyright interest; (b) a description of the copyrighted work the Member believes has been infringed; (c) a description of where on the Website the allegedly infringing material is located; (d) the

Member’s address, telephone number, and email address; (e) a statement by the Member that the Member has a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or law; and (f) a declaration by the Member under penalty of perjury that all other information provided is true and correct, and that the Member is either the copyright owner or a person authorized to act on the copyright owner’s behalf.

7.1.2. Infringing Member Content. If TPC receives proper notice pursuant to the DMCA alleging that Member Content posted by a Member infringes a copyright owned by another, without that other’s authorization, then TPC shall expeditiously remove the challenged Member Content from the Website and notify the Member of the alleged infringement and Member Content take-down, by email to the address provided by the Member in the Member’s TPC account. If the Member sends a proper counter-notice to TPC pursuant to the DMCA, TPC shall so notify the sender of the original notice. If, after fourteen (14) business days, the sender has not brought a formal legal claim against the Member, then TPC shall re-post the challenged Member Content to the Member’s

Platform within a commercially reasonable period. TPC reserves the right to terminate a Member’s account if (a) a court of competent jurisdiction rules that Member Content posted by that Member infringes another’s copyright; or (b) TPC receives multiple DMCA notices related to Member Content posted by that Member, and determines, in its sole discretion and on a good faith, reasonable belief, even if the Member files counter-notices and no suit is brought against that Member, that the Member has posted infringing Member Content on the Website.

7.2.Trademarks. “ThePenCentral” and “Platform” are service marks or trademarks of TPC protected by applicable laws.

Members are advised that third parties may have enforceable trademark rights in other product or company names, images, logos, or other marks appearing or referenced on the Website.

7.3.TPC Proprietary Information. The Website, the Services and any software used in connection therewith, including source and object code of the same (collectively, “TPC Proprietary Information”) constitute proprietary and confidential information of TPC that is protected by applicable copyright, trademark, intellectual property and other local, state, and federal law. Except as expressly authorized by TPC, via distribution tools (including, but not limited to, RSS feeds and widgets) made available by TPC or otherwise, the Member agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on any TPC Proprietary Information, in whole or in part.

7.4.Ownership of Member Content. TPC does not claim ownership of any Member Content. However, by posting Member Content to the Website or any Platform thereon, a Member necessarily grants TPC a worldwide, royalty-free, non-exclusive license, for so long as that Member Content remains on the Website and for a commercially reasonable time thereafter, to reproduce, publicly display, publicly perform, distribute, modify, adapt and publish that Member Content for any purpose reasonably related to the Website and/or the Services. A Member may remove any Member Content created or posted by that Member at any time, for any reason; however, TPC reserves the right to preserve and/or store any Member Content, including, but not limited to, Member Content that has been removed from the Website, for a commercially reasonable time period. TPC may disclose such preserved or stored Member Content if required by law, or based on a good faith belief by TPC that disclosure is reasonably necessary to comply with legal process, to enforce these Terms, to respond to claims that any Member Content violates the rights of third parties, or to protect the rights, property, or personal safety of TPC, its Members, Users, or the public.

8. Privacy.

8.1. TPC’s Privacy Policy. TPC cares about Members and Users’ privacy. To read TPC’s full Privacy Policy, click here.

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8.2.Consent to Collection, Use, Transfer, and Processing of Personal Information. By creating an account with TPC or otherwise using the Services, a Member or User consents to the collection, use, transfer, and processing (in the United States) of that Member’s personal data. By providing an email address to TPC as part of the Member’s TPC account set-up, the Member grants TPC permission to send communications from TPC to that address, including, but not limited to, account creation confirmations, service announcements, administrative messages, and any opt-in TPC newsletters selected by the Member. A Member may opt out of certain email communications from TPC by following the instructions on the email. Members may not opt out of messages related to the Services or the Website. If a Member does not wish to receive such messages from TPC, the Member must cancel the

Member’s TPC account.

8.3.Security. TPC has implemented commercially reasonable technical and organizational measures designed to secure

Members’ personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, TPC cannot guarantee that unauthorized parties will never succeed in defeating those measures or in using a Member’s personal information for improper purposes. THE MEMBER ACKNOWLEDGES THAT IN PROVIDING PERSONAL DATA TO TPC IN CONJUNCTION

WITH THE MEMBER’S USE OF THE WEBSITE AND/OR THE SERVICES, THE MEMBER VOLUNTARILY ASSUMES THE RISK OF UNAUTHORIZED ACCESS AND/OR USE OF THAT DATA.

9. Indemnification.

The Member agrees to indemnify, defend, and hold harmless TPC, its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information, attorneys, advertisers, and affiliates, from any liability, loss, claim, or expense, including, but not limited to, reasonable attorney’s fees, suffered, incurred, or paid by TPC arising out of or related to: (a) the Member’s violation of any of these Terms, including but not limited to, the breach or violation of any representation, warranty, covenant or other obligation of the Member set forth in or made in connection with these Terms

(including, without limitation, the Member’s misrepresentation of any information provided by the Member in establishing or maintaining the Member’s TPC account and/or TPC Ad Program account); (b) any act or omission of the Member, which act or omission occurs while the Member’s TPC account remains active and for a commercially reasonable time thereafter, and which act has a material adverse effect on TPC’s ability to perform under these Terms or to maintain or provide the Website or the Services; or

(c) the enforcement of any of TPC's rights under these Terms.

10. Liability Limitation.

TPC SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONTINGENT, CONSENQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES, RESULTING FROM OR RELATED TO ANY ASPECT OF A MEMBER’S USE OF THE WEBSITE OR THE SERVICES. TPC SHALL HAVE NO LIABILITY FOR ANY TEMPORARY OR PERMANENT DISABLING OF THE WEBSITE OR SERVICES OR ANY COMPONENT THEREOF, OR FOR DAMAGES RESULTING FROM A

MEMBER’S FAILURE TO COMPLY WITH THESE TERMS AND CONDITIONS. THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW IN A MEMBER’S JURISDICTION.

11. Disclaimers.

TPC does not guarantee the accuracy, integrity or quality of any Member Content.

The Website and the Services are controlled and operated from the United States. TPC makes no representation that either the Website or the Services are appropriate for or will be available for use from other jurisdictions. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.

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Members who access the Website or the Services from jurisdictions outside the United States do so at their own risk and are responsible for complying with United States and local laws and regulations.

Both the Website and individual Members’ Platforms may include links to websites or resources outside the Website (“Third-Party Links”), and as a component of the Services, TPC may make available modules that enable Members to easily insert Third-Party Links into the Platforms they create. TPC has no control over Third-Party Links, does not monitor, investigate, or check them for accuracy, completeness, or other criteria, and assumes no responsibility for their content, privacy policies, or practices. Further, TPC does not endorse such Third-Party Links or any information, materials, products, or services described or accessible thereon. Any Member who accesses Third-Party Links from the Website or any Platform thereon, including, but not limited to, Platforms created by that

Member, does so at the Member’s own risk, and TPC shall have no liability for any loss, damage, or other negative consequences caused by the Member’s voluntary election to access such Third-Party Links.

12. Disputes and Arbitration.

Any dispute arising in connection with the interpretation or enforcement of the provisions of these Terms, or the application or validity thereof, shall be submitted to arbitration in Monterey, California, in accordance with the then-applicable rules of the American Arbitration Association. This agreement to arbitrate shall be specifically enforceable. Any such dispute shall be decided by a single arbitrator. Any award rendered in any such arbitration proceeding shall be final and binding on each of the parties, and judgment may be entered thereon in the Superior Court of the State of California for the County of Monterey, or any other court of competent jurisdiction.

Notwithstanding the forgoing, the Member agrees that, before demanding or otherwise compelling arbitration of a dispute, the Member shall first send an email including a detailed description of the Member’s claim or grievance to editor@thepencentral.com. If the matter has not been resolved to the Member’s satisfaction within seven (7) days, the Member must send a detailed letter outlining the problem to TPC via registered mail at: P.O. Box 222545, Carmel, CA 93922.

Notwithstanding the forgoing, for any claim related to a payment under the TPC Ad Program, before demanding or otherwise compelling arbitration of a dispute, the Member must notify TPC in writing, at the address set forth in the previous paragraph, of the claim within thirty (30) days of receipt of such payment, or if no payment was received, within thirty (30) days of the date upon which the Member claims the payment should have been received.

13.Attorneys' Fees. In any dispute between TPC and the Member, whether or not resulting in litigation, the prevailing party shall be entitled to recover from the other party all reasonable costs, including, without limitation, reasonable attorneys' fees.

14.Notices. Any notice required to be given pursuant to these Terms or by law shall be effective only if transmitted as follows:

(a) if to the Member, in writing and delivered by electronic or regular mail or through conspicuous posting on the Website’s homepage; and (b) if to TPC, in writing and delivered by electronic mail to staff@thepencentral.com. The Member shall be charged with notice of emails transmitted by TPC even if the Member or the Member’s network provider applies automatic filtering that disrupts or prevents receipt of TPC’s messages by the Member. TPC recommends that Member add staff@thepencentral.com to the Member’s email address book to ensure receipt of email notices from TPC.

15.Severability. If one or more provisions of these Terms are deemed void by law, the remaining provisions will continue in full force and effect.

16.No Waiver. No waiver of any right hereunder shall be effective for any purpose unless in writing, signed by the party hereto possessing said right, nor shall any such waiver be construed to be a waiver of any subsequent right, term or provision of these Terms.

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17.No Assignment. TPC and Member hereby agree and acknowledge that the Member’s rights and obligations hereunder are personal in nature and may not be assigned or delegated. Any attempted assignment by Member shall be null and void and shall constitute a breach of these Terms. TPC may assign its rights and/or obligations hereunder without restriction. These Terms shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of TPC and the Member.

18.Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.

19.Entire Agreement. These Terms, together with the TPC Privacy Policy and any other agreements incorporated herein by reference, contain the entire agreement and understanding between TPC and the Member and supersede all prior agreements and understandings, oral or written. No modification, termination, or attempted waiver shall be valid unless in writing and signed by both TPC and the Member.

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