| ADSTER TERMS OF SERVICE |
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Last updated: March 20, 2006. 1.0 AGREEMENT The ADster Service ("ADster" or the "Service"), owned and operated by ADster, Inc. is provided to you ("Member") under the terms and conditions of this ADster Service Agreement and any amendments thereto and any operating rules or policies (collectively, the "ASA" or "Agreement"). ADster reserves the right, in its sole discretion, to change, modify, add or remove all or part of the ASA at any time. ADster reserves the right to modify the ASA at anytime by ADster posting a new agreement on our website (http://www.adster.com/terms.php). If any modification to this agreement is unacceptable to you, your only recourse will be to terminate this agreement. Your continued participation in the Service following our posting of a new agreement on our site will constitute a binding acceptance of the change. 1.1 By accepting the terms and conditions of the ASA, Member (a) represents and warrants that he or she is 18 years old or older;(b) agrees to provide true, accurate, current and complete information about Member as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Member is untrue, inaccurate, not current or incomplete, ADster has the right to terminate Member's account and refuse any and all current or future use of the Service. 1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "CREATE ACCOUNT" BUTTON, YOU AGREE TO BE BOUND BY THE ASA. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 6.0 regarding termination of service. 2.0 DESCRIPTION OF ADSTER SERVICE By completing this registration, Member creates an Account. ADster member accounts can function in dual roles as an advertiser and/or Publisher ("Publisher" and/or "Advertiser"). The dual role of an ADster account gives the ADster member the ability to buy advertising by providing funds and selecting sites to display text ads on in the ADster network for specified periods of time in an advertiser role, and/or selling advertising on the Member's website in a publishing role. 2.2 Editorial Review - ADster editors will review each website individually and has the right to reject the Publisher's website for any reason. Upon passing the editorial review, the website will be displayed in the ADster service. 2.3 Technical Support - Members may receive technical help and resolve billing inquiries by emailing ADster Technical Support at support@ADster.com. 2.4 Display Website Category, Description, Title and Preview page - Displayed content of customer's website supplied by ADster editors as seen fit to the ADster 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 fitness for a particular purpose. Neither this agreement nor any documentation furnished under it is intended to express or imply any warranty that the ADster service program will be uninterrupted, timely or error-free. ADSTER'S LIABILITY TO MEMBER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MEMBER TO ADSTER OVER THE COURSE OF THE EXISTING TERM. USE OF ADSTER SERVICE SUBMISSIONS: By submitting material or web page listings to the ADster Service (including information regarding the listing) you are irrevocably granting ADster, its licensees, and any entities in the ADster Distribution Network, the right to use all parts of the material, without limitation, including modifying it or using it commercially and authorizing others to do so. ADster reserves the right to edit, refuse, reject or remove any website or listing at its discretion at any time from the ADster Service. 3.0 MEMBER REPRESENTATIONS Member affirms that he is the legal owner of the URL specified in his account, an employee of the legal owner of the domain, or has obtained express written permission from the legal owner of the domain for use of the Directories Service with the domain. Member expressly agrees to indemnify ADster from any claims by any third party arising from use of the Directories Service with the specified URL. 4.0 PAYMENTS ADster reserves the right to change payment percentages at any time with 30 day prior notification to member which may be posted on the ADster website or emailed to members. If member is in publishing role, ADster agrees to pay Publisher 75% of sale price for advertising sold through ADster in connection with Publisher's website. ADster will pay Publisher the unpaid balance that is accrued in Publisher's account 60 days prior to the last Wednesday of each month ("Payment Due"). Checks will be paid in US dollars and will be sent via USPS to Publisher within approximately 7 days of the last Wednesday of each month if the total payment due for that period is greater or equal to the Publisher's minimum check amount. Publisher agrees that a specific condition of payments being due or earned is that ADster must receive the advertiser's payment in full without advertiser dispute, (e.g. credit card chargeback, refund or contest of any kind) 60 days before payments are eligible for becoming a payment due. If a Publisher disputes a payment made by ADster, the Publisher must contact ADster in writing within 30 days of payment date, failure to notify ADster in writing will result in the waiving of all claims against ADster in connection with the disputed payment. Payment amounts and related calculations will be determined exclusively by ADster without outside agency measurements or statistics of any kind. ADster is not responsible for loss of impressions due to end users disabling JavaScript on their web browsers. Publishers are solely responsible for keeping their account information accurate and current. Publishers in the USA must also provide current and accurate W-9 (Request for Taxpayer Identification Number and Certification) information. Non-USA taxpayers must provide a accurate and keep current, a W-8 form which may include a W-8BEN, W-8ECI, W-8EXP, W-8IMY or a signed certification as required by the IRS and related taxation authorities. Publishers agree to pay all taxes in relation to payments received by Publisher from ADster in connection with Publisher's website. 5.0 TERMINATION 5.1 Either Member or ADster may terminate the Service with or without cause at any time and effective immediately and without prior notice. ADster may terminate by a written or email notice to the member. Notices of termination initiated by Member must be done through the ADster online account management area by 'disabling' their URLs. ADster shall not be liable to Member or any third party for termination of Service. Should Member object to any terms and conditions of the ASA or any subsequent modifications hereto or become dissatisfied with the Service in any way, Member's sole recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service subscription; and (3) notify ADster of termination. Upon termination of the Subscription, Member's right to use the Subscription services immediately ceases. Member shall have no right and ADster shall have no obligation thereafter to forward any information associated with Member's account. Any amounts paid for the month in which you cancel and any monthly fee(s) for any month expired before your termination is non-refundable. 6.0 Either party may terminate the ADster subscription on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the ASA, and such breach or noncompliance is not cured within such thirty (30) day period. ADster reserves the right to IMMEDIATELY suspend any customer listing or website and customer access to the ADster service until such breach or noncompliance is cured. 6.1 Termination for Illegal or Other Activity. Notwithstanding the foregoing, ADster may, but has no duty to, immediately terminate Member and remove it from ADster servers if ADster in its sole discretion concludes that Member is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of ADster or others. Any termination under this Section shall take effect immediately and Member expressly agrees that it shall not have any opportunity to cure. 6.2 Waiver. Member expressly waives any statutory or other legal protection in conflict with the provisions of this Section 6. 6.3 Deletion of Information. Upon termination, ADster reserves the right to delete from its servers any and all information contained in Member's account, including but not limited to order processing information, mailing lists, and any data generated by the Software. 6.4 The provisions of Section 13.0 (Proprietary Rights), Section 12.0 (Indemnity), and Section 7.0 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement. 7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES THE DIRECTORIES SERVICE AND SOFTWARE ARE 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 FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ADSTER SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND MEMBER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS, INCLUDING THE SECURITY USED TO PROTECT MEMBERS PASSWORDS. MEMBER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD TO CUSTOMER'S COMPUTER OF SUCH MATERIAL AND/OR DATA. MEMBER ACKNOWLEDGES AND AGREES THAT THE CONTENT OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR REVIEWING THE CONTENT FOR OFFENSIVE OR DAMAGING CONTENT AND ADSTER SHALL NOT BE LIABLE FOR ANY OFFENSIVE CONTENT OR DAMAGING CONTENT AND MEMBER IS SOLELY RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THE CONTENT OF THE SERVICE, CONTENT FROM THE DOWNLOAD OR UPLOAD VIA ANY MEANS TO CUSTOMER'S COMPUTER OF SUCH MATERIAL AND/OR DATA. ADSTER, AND ITS PARENTS, 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 ADSTER IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MEMBERS USE OR INABILITY TO USE THE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICES OR THE SOFTWARE. ADSTER'S LIABILITY TO MEMBER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MEMBER TO ADSTER OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 8.0 MODIFICATIONS TO TERMS OF SERVICE ADster reserves the right to modify the ASA at anytime by ADster posting a new agreement on our website (www.ADster.com/terms). If any modification to this agreement is unacceptable to you, your only recourse will be to terminate this agreement. Your continued participation in the program following our posting of a new agreement on our site will constitute a binding acceptance of the change. 9.0 MODIFICATIONS TO SERVICE ADster reserves the right to modify or discontinue the Service with or without prior notice to Member. ADster shall not be liable to Member or any third party should ADster exercise its right to modify or discontinue the Service. 10.0 SUSPENSION OF SERVICE ADster reserves the right to suspend the Service with or without cause at any time and effective immediately. Suspension will be accompanied by written or email notice pursuant to Section 16.0 regarding notices. 11.0 NO RESALE OR ASSIGNMENT OF SERVICE Member agrees not to resell or assign or otherwise transfer its rights or obligations under the ASA without the express written authorization of ADster. 12.0 INDEMNITY Member agrees to indemnify and hold harmless ADster and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including attorneys fees, made by any third party due to or arising out of Members conduct, Members use of the Service, the goods or services offered at Members website, any alleged violation of the ASA, or any alleged violation of any rights of another, including but not limited to Members use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Members website. ADster reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, but doing so shall not excuse Members indemnity obligations. 13.0 PROPRIETARY RIGHTS 13.1 Software License. Member acknowledges and agrees that the Service is intended for access and use by means of web browsing software, and that ADster does not commit to support any particular browsing platform. ADster reserves the right at any time to revise and modify the service, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the service, without notice to Member. If any revision or modification to the service materially changes Members ability to conduct business, Members sole remedy is to terminate the ASA pursuant to Section 6 regarding termination of service. 13.2 ADster Intellectual Property. Member acknowledges and agrees that content available from ADster or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 12.1 above. 14.0 MEMBER PRIVACY 14.1 Member Information. ADster maintains information about Member and the Members Data on servers, including but not limited to Members account registration information, Member's customer order information, Members Website information ("Member Information"). 14.2 Member agrees that ADster may disclose Member Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the ASA; (d) to respond to claims that the Member website is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of ADster, ADster or others; provided, however, that nothing in this section shall impose a duty on ADster to make any such disclosures. 14.3 Password. Member shall receive a password from ADster to provide access to and use of the Software and Services. Member is entirely responsible for any and all activities which occur under Members account and password. Member agrees to keep its password confidential, to allow no other person or company to use its account, and to notify ADster promptly if Member has any reason to believe that the security of its account has been compromised. 14.4 Technical Access. Member acknowledges and agrees that technical processing of Member Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Member also acknowledges and agrees that ADster may access Member's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service. 15.0 FORCE MAJEURE Neither party shall be liable to the other for any delay or failure in performance under the ASA resulting directly or indirectly from acts of nature or causes beyond its reasonable control. 16.0 NOTICES Any notices or communications under the ASA 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 ADster, such notices shall be addressed to support@ADster.com or 1625 Main Street, Milpitas, California 95035, USA. If to Member, such notices shall be addressed to the electronic or mailing address specified when Member opens an account with ADster. 17.0 MAINTENANCE AND SUPPORT 17.1 Member can obtain assistance with any technical difficulty that may arise in connection with Member's utilization of the Software or Services by requesting assistance by email to support@ADster.com. ADster reserves the right to establish limitations on the extent of such support, and the hours at which it is available. 17.2 Member is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Services and Member shall be responsible for all charges related thereto. 18.0 ENTIRE AGREEMENT The ASA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties. 19.0 GENERAL The ASA and the relationship between Member and ADster shall be governed by the laws of the state of California without regard to its conflict of law provisions. Member and ADster 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. ADster's failure to exercise or enforce any right or provision of the ASA shall not constitute a waiver of such right or provision. If any provision of the ASA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the ASA remain in full force and effect. Member 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 or the ASA must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the ASA are for convenience only and have no legal or contractual effect. If you have any questions regarding the ADster Terms of Service, please contact us at any time. Or write to us at: Terms of Service |