Use of the terms “we” and “us” in these Terms means BannerAds.
BannerAds may amend the Terms at any time by posting revised Terms on the Site, and/or sending information regarding the amendment to the email address you provide to BannerAds. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing use of the Site or of your Account after such amendments have been posted or information about such amendments has been sent to you.
By creating an Account, you represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the jurisdiction in which you reside, and that you possess the legal right and ability to agree to and be bound to these Terms. You agree to be financially responsible for your Account and to comply with your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the Site, including but not limited to those for deposits of funds, account cashouts, payment methods, and refunds. Accounts are non-transferable.
As part of the Account registration process, you will be required to submit an email address and password and to provide contact and billing information. You agree that you will not knowingly select or use the email address of another person or impersonate another party, use an email address subject to the rights of any other party without authorization, or use an email address that BannerAds, in its sole discretion, deems inappropriate or offensive. BannerAds may refuse to permit you to use a specific Account name or email address for any reason. You are entirely responsible for the accuracy of your information and keeping it up-to-date and for maintaining the confidentiality of your password and contact/account information; failure to do so will constitute a breach of these Terms and BannerAds reserves the right to terminate your Account. You agree to immediately notify BannerAds of any unauthorized use of your Account or any other breach of security of which you become aware, including but not limited to theft or unauthorized disclosure of your password. Furthermore, you understand and agree that you will be liable for any activity performed by anyone using the Site with your Account.
BannerAds reserves the right to terminate or to suspend access to your Account at any time. Reasons include but are not limited to your breach of any of these Terms, any credit or payment issues, if we are unable to verify any information you provide to BannerAds, and if we believe that your actions are illegal, fraudulent, harassing, abusive, or may cause legal liability or other harm for BannerAds, Account holders, or any other party.
To fund your account you may deposit funds into your account via a credit card, wire transfer, or PayPal (“Deposited Funds”). Deposited Funds will appear in your Account balance and be available for you to purchase subscriptions, however, Deposited Funds may not be cashed out. Please note that if your Account is inactive for a twelve-month period (i.e. you have not signed into your Account, you have not added more Deposited Funds or you have not purchased any subscription during that time), then we may deem your Account dormant and at such time your Account balance will be forfeited to BannerAds. BannerAds may, but has no obligation to, give you prior notice of any forfeiture of funds.
Subject to your payment of the applicable fees and compliance with these Terms, BannerAds grants you a non-transferable, non-exclusive limited license to use the Site to purchase and use downloadable items made available on the site.
Your license is effective until terminated as set forth in these Terms. This license will terminate if you fail to comply with any term or condition of these Terms and BannerAds will have no obligation to provide notice to you of such termination.
BannerAds reserves all rights not expressly granted herein.
In connection with your use of the Site or your Account, you must not:
The content, organization, graphics, design, compilation, and other matters related to BannerAds and the Site are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, framing, use or publication by you of any such matters or any part of the Site is strictly prohibited. In addition, the entire Site is protected as a collective work under the United States and other copyright laws. The collective work includes works that are licensed to BannerAds and that are the property of BannerAds’s licensors, which are also protected by copyright and other intellectual property laws. You do not acquire ownership rights to any content or other materials viewed through the Site.
All trademarks, service marks, logos, trade names, and any other proprietary designations of BannerAds used herein are trademarks or registered trademarks of BannerAds. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.
You understand and acknowledge that all postings you make, including but not limited to postings on the Site, our blogs, via Twitter, and on our Facebook page (“Posts”), are not confidential and may be used by BannerAds in any way it deems fit. Your Posts must not violate any applicable law, statute, ordinance or regulation or be defamatory, libellous, obscene, unlawfully threatening or harassing, or the like. You acknowledge and agree that BannerAds may or may not screen Posts, but that BannerAds shall have the right (but not the obligation) in its sole discretion to screen, refuse, edit, move, or remove any Posts.
The Site may have links or direct you to websites, software or services owned or operated by third parties (“Third Party Properties”). We have not reviewed all of the Third Party Properties to which you may be directed and we have no control over any Third Party Properties. We are not responsible for the content and operation of such Third Party Properties, or the privacy or other practices of such Third Party Properties.
Site users and Account holders are contractually prohibited from providing materials that infringe third party intellectual property rights (including copyright). If you believe that your intellectual property rights have been infringed by one of our Site users or Account holders, please send us email with the following information:
Please send the written notification to email@example.com.
If you inform us that your rights are being infringed by one of our users or Account holders we may, in our discretion, remove the infringing materials from being available on the Site and, if such user or Account holder continues to infringe your rights (or infringes the rights of others), terminate such user’s or Account holder’s use of the Site.
Please note that you will be liable for damages, including costs and attorneys’ fees, if you materially misrepresent that any material is infringing your intellectual property rights.
You shall indemnify, defend and hold BannerAds, its affiliates, licensors, Account holders, Site users, and each of their owners, directors, officers, employees, agents and representatives (the “Indemnitees”) harmless from any and all damages, liabilities, losses, costs (including reasonable attorneys’ fees), and expenses incurred or suffered by such Indemnitees arising out of, or in connection with, any claim based upon or arising out of (i) any breach or violation of these Terms or any policy or guidelines referenced herein by you; (ii) your gross negligence or willful misconduct; (iii) your submission of Content and Posts; or (iv) your use or misuse of this Site.
THIS SITE, AND ALL INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BannerAds DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SITE ITSELF WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS-FREE NOR DOES BannerAds MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THIS SITE AND THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BannerAds, ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR ANY SERVICES PROVIDED THERETO (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) IN EXCESS OF THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE GREATER OF: (I) THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO BannerAds DURING THE MOST RECENT TWELVE MONTH PERIOD AND (II) THE AMOUNT PAID TO YOU IN COMMISSIONS DURING THE MOST RECENT TWELVE MONTH PERIOD. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL BannerAds, ITS AFFILIATES AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, SERVICE INTERRUPTION, DEVICE OR COMPUTER FAILURE, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF BannerAds HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT AND RECOURSE WITH ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE. The foregoing limitations allocate the risks between BannerAds and you and shall apply notwithstanding any failure of essential purpose of any limited remedy.
If you are an agency or instrumentality of the United States Government, any software and documentation included in or used for the Site are “commercial computer software” and “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of such software and documentation are governed by these Terms.
BannerAds reserves the right and has absolute discretion to enforce the Terms. BannerAds may, in its sole discretion, immediately terminate or suspend your Account and/or access to this Site, if it determines that your services, offerings or activities violate the Terms. Without limitation, BannerAds also reserves the right to report any activity (including the disclosure of appropriate data or Account information) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. BannerAds also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. If you want to report any violations of these Terms, please contact firstname.lastname@example.org
These Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its principles of conflicts of law. It shall not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. Any dispute arising in connection with these Terms that cannot be settled by negotiation between you and BannerAds or their representatives may be submitted at our sole discretion to binding arbitration to be held in Massachusetts in accordance with the rules of the American Arbitration Association. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Massachusetts, USA, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Nothing herein shall prevent BannerAds from seeking equitable relief in a court of competent jurisdiction. BannerAds and you are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. Any heading contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter.
If you have any questions or comments regarding the Terms, please contact us by e-mail at email@example.com or by U.S. mail to PO BOX 67, South Boston, MA 02127.
Date last updated: August 1st, 2012
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