In order to participate in the AdBucks.com Advertising Program (the “Program”), you must agree to all of the terms and conditions of this Service Agreement (the “Agreement”). Please read the following terms and conditions carefully, as they form the agreement between you, the Advertiser, and the Program. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE ENROLLMENT FORM TO BECOME A MEMBER (referred to herein as “you”) OF THE PROGRAM. BY COMPLETING THE ENROLLMENT FORM TO BECOME AN ADVERTISER, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.
The Program has designed a service (the “Service”) which helps Program members, who are looking for websites on which to advertise, find website owners with available advertising space. The Service allows website owners to make available specific ad space, periods of time and rotation levels to Programs members for purchase (the “Site Offer”). Program members are then able to review the available ad space and both purchase and bid on available advertising space on the available websites. Once a Program member purchases available advertising space, if the ad copy (“Ad”) provided by Program member complies with the terms of this Agreement and the Site Offer, the Ad will be placed in the ad space purchased subject to the terms of the Site Offer.
In order to use the Program, you will be required to create an account with the Program. To create an account you will be required to provide certain information including your valid email address and a password.
Before you will be able to bid on or purchase any Site Offer, you will be required to deposit funds with Program as then currently permitted by Program. Any funds deposited with Program will not accrue any interest at any time. Once all funds deposited in your account have been exhausted or you attempt to make a purchase larger than your balance with the Program you will be required to deposit additional funds before you will be able to bid on and/or purchase any Site Offer(s). Prior to depositing any funds in your account, the Program may require you to execute an agreement or acknowledgement that you are responsible for all purchases and bids placed through your account.
If you are a website owner or control advertising on a third-party website, you may make available Site Offers through the Program. You agree to be solely responsible in all respects for Site Offers made by you, the terms of such Site Offer and complying with all necessary laws related to the Site Offer and any Ads, which laws are hereunder accepted by you. Any disputes between you and the purchaser or potential purchaser of any Site Offer are strictly between you and such purchaser and Program shall have no involvement in such dispute.
You agree to be responsible for all purchases and bids placed through the Program. For such reason you agree to maintain the password to your account with the Program confidential and not to use the same password to access the Program that you use for any other website or account. You further agree to ensure that you have properly logged out of the Program when you are finished using the Program and/or when leaving and/or allowing someone else to use your internet accessible device. You agree that you will immediately notify the Program by email in the event that you believe that someone other than you may have gained access to your account. Until such time as you so notify program, you agree to be solely responsible for any purchases and bids placed through your account.
Site Offers are placed by third parties. The Program does not have and does not undertake any responsibility to review, edit or confirm any of the details of any Site Offer made available through the Program. The Program will not intervene in any dispute between any Advertiser and the third party who places any Site Offer. All disputes between you and any third party who placed any particular Site Offer must be handled directly between you and such third party.
By submitting an Ad through the Program you represent and warrant that:
The Program does not and cannot make any representation or warranty as to the accuracy, completeness or currency of any information or content provided on or made available through the Program including but not limited to the Site Offers and Ads. As written above, Program does not control or verify or seek to control or verify any information or content provided by users of the Program. You therefore acknowledge and agree that Program is not and will not at any time in the future have any legal liability for such information or content. The Program has no control over the effectiveness, quality, safety or legality of any Site Offer or Ad. Any representation or statement made in any Site Offer or Ad is solely the representation or statement of the user who placed such Site Offer or Ad and shall not in any way be deemed a representation or statement by Program. You understand and agree that by using the Program that users may use Site Offers and Ads to post or distribute offensive, harmful, inaccurate, fraudulent, deceptive or defamatory content or content with errors or omissions.
As stated above all disputes between purchasers and sellers must be handled directly between such parties. The Program is a passive conduit through which third parties are able to make available Site Offers and through which third parties can bid on and purchase Site Offers.
Notwithstanding anything herein to the contrary, although users of the Program are required to make certain representations to the Program to use the Program, it is possible that such users may still post content or use the Program in ways which breach these representations to the Program. The Program reserves the right, but does not undertake any duty, to terminate the account of any user regarding which it receives documentation demonstrating to the satisfaction of the Program, that such user has used his/her account in breach of this Agreement. The Program reserves the right, but has no duty, to terminate or suspend the account of any user which the Program believes may be using the Program’s service in violation of this Agreement and/or law.
To the fullest extent possible, the Program, its affiliates, directors, employees and related entities exclude all liability including but not limited to all liability whether in tort or contract or otherwise for any claim, damages, any actual, special, direct, indirect, exemplary, special or consequential loss or damage, costs, expenses, claims in respect of economic loss, loss of profits, any loss of or damage to data, property or goodwill or death or injury to any person of whatever nature and however or wherever sustained including by negligence arising out of or in connection with your or any person’s use of the website or our services even if advised of the possibility of such damages.
To the fullest extent possible the Program excludes all liability relating to any errors, omissions and offensive, harmful, inaccurate, deceptive or defamatory content contained or implied.
Program respects the intellectual property of others, and we ask our users to do the same. We observe and comply with the United States’ Digital Millennium Copyright Act (‘DMCA’). If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Program’s Designated Copyright Agent the following information:
You may send your Notice of Claimed Infringement to:
Lawrence G. Walters
195 W. Pine Ave.
Longwood, FL 32750-4104
Do not send any other inquires or information to our Designated Agent.
For all other inquiries please email us at email@example.com.
Program hereby implements, and you consent to, the following ‘notice and takedown’ procedure upon receipt of any notification of claimed copyright infringement. Program reserves the right at any time to disable access to, or remove any material or activity accessible on or from Program or any Ad or Site Offer claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of Program to terminate the account of repeat copyright infringers, when appropriate, and Program will act expeditiously to remove access to all material that infringes on another’s copyright, according to the procedure set forth in 17 U.S.C. § 512 of the Digital Millennium Copyright Act (“DMCA”).
It is important to understand that knowingly making a material misrepresentation concerning alleged copyright infringement may result in significant civil penalties including damages, costs and attorneys’ fees incurred by the alleged infringer or Program member.
If the recipient (the “Recipient”) of a Notice of Claimed Infringement (“Notice”) feels that the Notice is erroneous or false, and/or that allegedly infringing material has been wrongly removed in response to a Notice as outlined above, the Recipient is permitted to submit a counter-notification pursuant to §512(g)(2) and (3) of the DMCA. A counter-notification is the proper method for the Recipient to dispute the removal or disabling of material (the “Material”) pursuant to a Notice. The information that a Recipient provides in a counter-notification must be accurate and truthful, and the Recipient will be liable for any misrepresentations which may cause any claims to be brought against us relating to the Content.
To submit a counter-notification, please provide Our Designated Copyright agent the following information:
“I swear, under penalty of perjury, that I have a good faith belief that the referenced material was removed or disabled by the service provider as a result of mistake or misidentification of the material to be removed or disabled.”
Lawrence G. Walters
195 W. Pine Ave.
Longwood, FL 32750-4104
Fax: (407) 774-6151
Do not send any other information or material to the DMCA Agent. Send ALL other inquiries to: firstname.lastname@example.org.
You agree to defend, indemnify, defend, and hold Program and its affiliates, successors, assigns, officers, employees, agents, directors, shareholders and attorneys, harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach by you of this Agreement; (b) your use (or misuse) of Program’s services and/or Ads and/or Site Offers; (c) all conduct and activities occurring using your account; (d) any item or service sold or advertised in connection with your Ad, Site Offer and/or websites owned, controlled, used and/or referred by you; (e) any defamatory, libelous or illegal material(s) contained within your content or material(s) or your information and data; (f) any claim or contention that any of your Site Offers, Ads and/or related websites and/or services contain any information, data or other materials which infringes any third party’s patent, copyright, trademark, or other intellectual property rights or violates any third party’s rights of privacy or publicity; (g) third-party access or use of the Ads and/or Site Offers; (h) any claim related to your website(s); (i) any costs incurred on your behalf as a result of your failure to comply with local or Federal United States Law; and/or (j) any violation of this Agreement. Program reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from you, but shall have no obligation to do so and Program is permitted by this Agreement to later seek indemnification from you. You shall not settle any such claim or liability without the prior written consent of Program, which consent shall not be unreasonably withheld. You understand that Program will take any and all measures to protect itself from any legal or civil litigation including, but not limited to, removing your website(s) from its servers and/or canceling your account, in Program’s sole discretion. You also understand that Program will charge, on an hourly basis, for any and all time spent responding to any third party complaints, disputes, copyright claims or actions involving you or your Referral Sites.
You hereby agree that all disputes arising out of this Agreement shall be governed by the laws of and governing Miami-Dade County, Florida, excluding its conflict of law provisions. You and Program hereby agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. You and Program hereby submit to the exclusive jurisdiction of the state and federal courts Miami-Dade County, Florida for resolution of all disputes. Exclusive venue for any litigation permitted under this Agreement shall be with the state and federal courts located in Miami-Dade County, Florida.
In the event either you or Program shall commence any claims, suits, or formal legal action to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys’ fees and costs incurred in connection therewith, including attorneys’ fees incurred on appeal.
You agree and acknowledge that you are not permitted to assign this Agreement to any third party and any attempt to do so will be deemed as your notice of termination.
Program’s failure to enforce any and all remedies shall not be construed as a waiver thereof.
Headings are used herein for ease of reference purposes and shall not be used in interpreting, construing and/or enforcing this Agreement.
The invalidity, illegality or unenforceability of any part of this Agreement or any of its terms, as determined by a court of competent jurisdiction, shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
Except where expressly stated to the contrary herein, this Agreement constitutes the entire agreement and understanding between you and Program, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
You and Program acknowledge the legally binding nature of this Agreement. By checking the box next to the ‘I agree to the conditions outlined in the terms of service agreement,’ you are acknowledging and affirmatively stating that you have read and understood the terms of this Agreement and that you agree to be bound by this Agreement. You hereby adopt the /s/ mark appearing on the signature line below as your electronic signature on this document.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each signed this document electronically pursuant to the E-SIGN Act.