User Agreement

PLEASE READ THIS USER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY ADGRIDWORK ("COMPANY"). BY CLICKING ON THE "I agree to the User Agreement posted at the top of this page" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT REGISTER AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. The Web pages available at adgridwork.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by Company, and are accessed by you ("User") under the following terms and conditions: 1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that will connect related advertisers together for free. Company may provide services that distribute advertisements to User in accordance with the rules listed in detail on the Site ("Services"). Company may change, suspend or discontinue the Services (or User's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending User a notice via email or postal mail. User certifies that he/she is at least 18 years of age. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. 2. IMPLEMENTATION. User agrees to comply with the technical specifications provided by Company to enable proper display of the advertisements in connection with the Services. They are allowed to ONLY modify the variables "title_color", "description_color", "link_color", "body_color", and "background_color" in order to facilitate the display of the advertisements on their site. They are not allowed to modify any other programming code or Javascript provided to the User by Company. 3. CONTENT. The Site and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Company users and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any publisher. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. 4. RESTRICTIONS. User warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. User will not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by an end user after clicking on any part of an advertisement ("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 intersperse any content between the advertisement and the Advertiser Page; or (iv) display any advertisements on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website). Company reserves the right to remove any Content from the Site at any time, or to terminate User's right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that User may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of Termination. User is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of User's right to use the Services or to access the Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. User will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the User is not logged in. 5. DISCLAIMERS. * User acknowledges and agrees that Company has no special relationship with or fiduciary duty to User and that Company has no control over, and no duty to take any action regarding: which users gains access to the Site or Services; what Content User accesses or receives via the Site or Services; what Content other users may make available, publish or promote in connection with the Services; what effects any Content may have on User or its users or customers; how User or its users or customers may interpret, view or use the Content; what actions User or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services. * Further, User specifically acknowledges and agrees that Company has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any advertiser, and that User is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to User, and User specifically acknowledges and agrees that Company has no control over any Content that may be available or published on any publisher website (or otherwise), and that User is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to User. * User releases Company from all liability in any way relating to User's acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Site or Services. The Site may contain, or direct User to sites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Site or Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. Company makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to User in connection with the Services. * THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND USER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. * ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with User's use of the Services. 6. REGISTRATION AND SECURITY. As a condition to using Services, User may be required to register with Company and select a password and provide their email address. This email address will constitute as a legal form of electronic communications with User. 7. INDEMNITY. User will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of User's access to the Site, use of the Services, the violation of this Agreement by User, or the infringement by User, or any third party using the User's account, of any intellectual property or other right of any person or entity. 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO USER. 9. INFORMATION RIGHTS. Company may retain and use for its own purposes all information User provides for Site demographics. User acknowledges that Company WILL NEVER transfer or disclose to third parties ANY personally identifiable information about USER. In addition, User grants Company the right to access, index, and cache User's website, or any portion thereof, including by automated means including Web spiders or crawlers. 10. TERMINATION. Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if User breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the User's account, User's right to use the Services will immediately cease and User will remove all Company HTML code from User's websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability. 11. REPRESENTATIONS AND WARRANTIES. User represents and warrants that: (i) User is the owner of each website User designates in connection with the use of Services or that User is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) User has all necessary right, power and authority to enter into this Agreement and to perform the acts required of User hereunder. User further represents and warrants that each of User's websites and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have 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; and (c) are not hate-related in content. 12. MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.