Introduction. This Agreement between you and The
AdultAds.biz Network consists of the Standard Terms and
Conditions ("Terms and Conditions"), the AdultAds.Biz Program (the
"Program") Guidelines, which may be revised periodically, and
the terms of any advertising campaign you submit or modify.
"You" or "Advertiser" means the entity identified in this
enrollment form, and/or any agency acting on its behalf, which
shall also be bound by the terms of this Agreement. Please
read very carefully these Terms and Conditions and the
Program.
- Uses; Partner Sites.
You agree that your ads may be placed on (i) any site owned or operated by AdultAds.Biz and (ii)
on any site owned by a third party (a "Partner") with which AdultAds.Biz has an agreement to place AdultAds.Biz ads ("Partner
Site"). Unless otherwise agreed to in writing by AdultAds.Biz,
any ads may be modified without your consent to comply with
any policy of AdultAds.Biz or any Partner Site. AdultAds.Biz reserves
the right to, and in its sole discretion may, at any time
review, reject, modify, or remove any ad. The Partners may
also have certain rights allowing them to reject, modify or
withdraw ads placed under this Agreement. No liability of
AdultAds.Biz and/or any Partner shall result from any such
decision.
- Communications Solely With
AdultAds.Biz. Even if your ad(s) are placed on Partner
Site(s), you agree to direct to AdultAds.Biz, and not to any
Partner, any Communication regarding your ad(s) on any
Partner Site.
-
Approval of Advertisement.
Any character title, keyword, site description or URL
(collectively, the "Listing") and Bid Amount submitted to
the AdultAds.Biz Network is subject to the prior approval of
AdultAds.Biz. AdultAds.Biz will not allow any Listings which are
inappropriate, offensive or irrelevant. Once you submit your
Listing, AdultAds.Biz will review your submission for editorial
integrity, relevance, appropriateness and accurate mapping
to the AdultAds.Biz network of Sites. You will be notified of
rejections. AdultAds.Biz reserves the unrestricted right to
reject or cancel any Listing for any reason at any time.
When you bid for placement on the AdultAds.Biz network of sites,
your approved Listing may also be posted on sites with which
we have partnered (at a minimum, the Listing's title will be
displayed). As a result, Listings may appear anywhere on the
World Wide Web, including on our sites and our partner
sites, Listing positioning and placement is determined by
AdultAds.Biz in its sole discretion and is subject to change in
AdultAds.Biz' sole discretion. AdultAds.Biz reserves the right to edit
any titles and/or descriptions and to suspend and/or remove
any Listing at any time for any reason.
- AdultAds.Biz Guidelines.
The AdultAds.Biz Guidelines contain many important policies and
procedures. AdultAds.Biz may modify the AdultAds.Biz Guidelines at any
time upon notice published on the AdultAds.Biz Web Site.
- Parties' Responsibilities.
You are responsible for knowing the contents of the AdultAds.Biz
Guidelines. You are solely responsible for the selection of
all "Targets" (any category, and other targeting
mechanism), and for the content of your ads, including URL
links. AdultAds.Biz is not responsible for anything regarding
your Web site(s) including, but not limited to, maintenance
of your Web site(s), order entry, customer service, payment
processing, shipping, cancellations or returns.
- Prohibited Uses. AdultAds.Biz strictly prohibits using the AdultAds.Biz Web Site or any
Partner Site(s) (i) to generate fraudulent impressions of or
fraudulent clicks on Advertiser's ad(s) or third-party ad(s),
including but not limited to using 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) to advertise
substances, services, products or materials that are illegal
in any state or country where the ad is displayed; (iii) in
any way that violates any policy posted on the AdultAds.Biz Web
Site, as revised from time to time; or (iv) to engage in any
other illegal or fraudulent business practice under the laws
of any state or country where the ad is displayed. You may
not include links to any Web site(s) as part of your ad,
unless the content found at such site(s) is relevant to your
Target(s). You may not run multiple ads linking to the same
or similar site on the same search results page; or (v) to
advertise the direct sale of animals. You may advertise
listing or portal services of animals for sale or adoption.
Violation of these policies may result in removal of your ad
or immediate termination of this Agreement, and may subject
you to state and federal penalties and other legal
consequences.
- Termination; Cancellation. AdultAds.Biz may at any time, in its sole discretion, terminate
the Program, terminate this Agreement, or cancel any ad(s)
or your use of any Target. AdultAds.Biz will notify you via email
of any such termination or cancellation, which shall be
effective immediately. You may cancel any ad and/or
terminate this Agreement with or without cause at any time.
Cancelled ads will be discontinued within 24 hours of notice
received via your account on the Program homepage.
Termination of your account shall be effective when AdultAds.Biz
receives notice via your account on the Program homepage.
Upon termination for any reason, (i) you shall remain liable
for any amount due for ads already delivered or for clicks
on any ad(s), and (ii) Sections 2 and 4 through 15 shall
survive termination. Existing credits on your account will
be available for use only towards AdultAds.Biz. Should your
account be terminated with a credit balance, your credit
will not be refunded. All deposits are non-refundable.
- Confidentiality. Each
party agrees not to disclose Confidential Information of the
other party without prior written consent except as provided
herein. "Confidential Information" includes (i) ads, prior
to publication, (ii) submissions or modifications relating
to any advertising campaign, (iii) clickthrough rates or
other statistics (except in an aggregated form that includes
no identifiable information about you), and (iv) any other
information designated in writing as "Confidential." It does
not include information that has become publicly known
through no breach by a party, or has been (i) independently
developed without access to the other party's Confidential
Information; (ii) rightfully received from a third party; or
(iii) required to be disclosed by law or by a governmental
authority.
- No Guarantee. AdultAds.Biz
makes no guarantee regarding the levels of impressions or
clicks for any ad on its site or those of its Partners.
AdultAds.Biz may offer the same Target to more than one
advertiser. You may not receive any impressions for your ad(s) if for a given Target there are more advertisers than
available display positions.
- No Warranty. AdultAds.Biz
MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES,
AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE.
- Limitations of Liability;
Force Majeure. In no event shall AdultAds.Biz or any
Partner be liable for any act or omission, or any event
directly or indirectly resulting from any act or omission of
Advertiser, Partner, or any third parties (if any). EXCEPT
FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY
OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE
LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL,
INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND (ii) AdultAds.Biz' AGGREGATE LIABILITY TO
ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO
THE AMOUNT PAID TO AdultAds.Biz BY ADVERTISER FOR THE AD GIVING
RISE TO THE CLAIM. Each party acknowledges that the other
party has entered into this Agreement relying on the
limitations of liability stated herein and that those
limitations are an 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 of terrorism,
earthquake or other acts of God, labor conditions, and power
failures.
- Payment. You agree to pay
AdultAds.Biz an upfront, non-refundable set up fee in the amount
set forth on the registration form. You also agree to pay
AdultAds.Biz based on the number of click-throughs to the
specified Web site generated via the AdultAds.Biz Service. Such
amount shall be determined by multiplying the number of
click-throughs by your Bid Amount for each keyword and site
purchased. You hereby authorize AdultAds.Biz to charge your
credit card for your pre-determined amount as pursuant to
the terms set forth in connection with the AdultAds.Biz Service and you agree to pay all such charges. AdultAds.Biz
will not rebill or perform scheduled charges to your
account. Your advertising with AdultAds.Biz
is contingent on a available credit in your AdultAds.Biz
account. AdultAds.Biz will suspend your currently active
campaigns in the AdultAds.Biz Service if your account balance
falls to $0. If your account is reduced to $0 for 90 days or
more, AdultAds.Biz may terminate your participation in the
AdultAds.Biz Service. If you dispute any charge made under the
Program, you must notify AdultAds.Biz in writing within sixty
(60) days of any such charge; failure to so notify AdultAds.Biz
shall result in the waiver by you of any claim relating to
any such disputed charge. Charges shall be calculated solely
based on records maintained by AdultAds.Biz. No other
measurements or statistics of any kind shall be accepted by
AdultAds.Biz or have any effect under this Agreement. All
deposits to your AdultAds.Biz account are non-refundable.
- Representations and
Warranties. You represent and warrant that (a) all
of the information provided by you to AdultAds.Biz to enroll in
the Program is correct and current; (b) you hold all rights
to permit AdultAds.Biz and any Partner(s) to use, reproduce,
display, transmit and distribute ("Use") your ad(s); and (c)
AdultAds.Biz and any Partner(s) Use, your Target(s), and any
site(s) linked to, and products or services to which users
are directed, will not, in any state or country where the ad
is displayed (i) violate any criminal laws or third party
rights giving rise to civil liability, including but not
limited to trademark rights or rights relating to the
performance of music; or (ii) encourage conduct that would
violate any criminal or civil law. You further represent and
warrant that any Web site linked to your ad(s) (i) complies
with all laws and regulations in any state or country where
the ad is displayed; (ii) does not breach and has not
breached any duty toward or rights of any person or entity
including, without limitation, rights of publicity or
privacy, or rights or duties under consumer protection,
product liability, tort, or contract theories; and (iii) is
not false, misleading, defamatory, libelous, slanderous or
threatening.
- Your Obligation to Indemnify.
You agree to indemnify, defend and hold AdultAds.Biz, its agents,
affiliates, subsidiaries, directors, officers, employees,
and applicable third parties (e.g., all relevant Partner(s),
licensors, licensees, consultants and contractors)
("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, your Web site, and/or your breach of any
term of this Agreement. Customer understands and agrees that
each Partner, as defined herein, has the right to assert and
enforce its rights under this Section directly on its own
behalf as a third party beneficiary.
- Information Rights. AdultAds.Biz may retain and use for its own purposes all
information you provide, including but not limited to
Targets, URLs, the content of ads, and contact and billing
information. AdultAds.Biz may share aggregate (i.e., not
personally identifiable) information about you with
advertisers, business partners, including syndication
Partners, sponsors, and other third parties. The display of
your ad on Partner Site(s) will provide access to Partner(s)
to the content of your ads, including the URL(s), and any
contact or other information that can be obtained through
such URL(s), as well as data regarding queries or clicks on
directory categories that may enable such Partner(s) to
determine your Targets.
- Miscellaneous. Any
decision made by AdultAds.Biz under this Agreement shall be
final. AdultAds.Biz shall have no liability for any such
decision. You will be responsible for all reasonable
expenses (including attorneys' fees) incurred by AdultAds.Biz in
collecting unpaid amounts under this Agreement. This
Agreement shall be governed by the laws of Michigan, except
for its conflicts of laws principles. Any dispute or claim
arising out of or in connection with this Agreement shall be
adjudicated in Oakland County, Michigan. This constitutes
the entire agreement between the parties with respect to the
subject matter hereof. Any modifications to this Agreement
must be made in a writing executed by both parties. The
waiver of any breach or default of this Agreement will not
constitute a waiver of any subsequent breach or default. 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. Advertiser may not
resell, assign, or transfer any of its rights hereunder. Any
such attempt may result in termination of this Agreement,
without liability to AdultAds.Biz. The relationship(s) between
AdultAds.Biz and the "Partners" is not one of a legal partnership
relationship, but is one of independent contractors. This
Agreement shall be construed as if both parties jointly
wrote it.
Code: AdultAds.Biz
Referral Partner ad codes must be not be modified from
original format without consent from AdultAds.Biz.
You agree to use the ad code provided for displaying Creative
not more than ONCE per page view. Referral Partner ad codes
may be placed in email messages. AdultAds.Biz
Referral Partner ad codes may be used on Web pages that
contain forums, discussion boards, or chat rooms.
Publisher can not alter, copy,
modify, take, sell, reuse, or divulge any AdultAds.Biz
computer code, except as is
necessary to partake in the AdultAds.Biz
Network, provided, however, with the prior approval of
AdultAds.Biz, a Publisher may, in
certain instances, modify the AdultAds.Biz
computer code for purposes of inserting certain pre-approved
language above or below an advertisement served by AdultAds.Biz. |