I. AGREEMENT
The AdClickMedia Service
("Service"), owned and operated by Multiple Stream
Media, LLC., is provided to you ("Member",
"Advertiser") under the
Terms and Conditions of this AdClickMedia Service Agreement
("Terms"), and any amendments thereto and any
operating rules or policies. AdClickMedia reserves the right,
in its sole discretion, to change, modify, add or remove all
or part of the AdClickMedia Service Agreement at any time. If
any modification to this agreement is unacceptable to you,
your only recourse will be to terminate this agreement. Your
continued participation with AdClickMedia 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 AdClickMedia Service Agreement,
the Member
(a) represents and warrants
that s/he is of at least 18 years of age
(b) agrees to provide 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
accurate, current and complete.
If any information provided by
Member is inaccurate, not current or incomplete, AdClickMedia has the right to terminate Member's account and refuse any and
all current or future use of the AdClickMedia Service.
1.2 BY COMPLETING THE
ACCOUNT REGISTRATION PROCESS, AND CLICKING THE "CREATE
ACCOUNT" BUTTON, YOU AGREE TO BE BOUND BY THE ADCLICKMEDIA
SERVICE AGREEMENT. If these Terms and Conditions or any
future changes are unacceptable to you, you may cancel your
account pursuant to Section
VI (6.0) regarding
Termination of Service.
II. DESCRIPTION OF ADCLICKMEDIA
SERVICE: By completing Registration, Member
creates an account with AdClickMedia. Member accounts can
function as both an Advertiser and/or Publisher
("Publisher" and "Advertiser"
respectively). The dual role of an AdClickMedia account gives
the AdClickMedia Member the ability to purchase photo-text and
interstitial advertising in the Advertiser role, and promoting Advertiser ads on the
Member's website in the Publishing role.
2.1 Editorial Review -
AdClickMedia will review each website individually, and has
the right to reject the Advertiser's website for any reason.
Upon passing the editorial review, the website will be allowed
in the AdClickMedia service. AdClickMedia will review each
photo-text or interstitial ad individually, and reserves the right to reject said
photo-text or interstitial ad for any reason.
2.2 Technical Support -
Members may receive technical help and resolve billing
inquiries by contacting AdClickMedia Technical Support at
(845) 383 1138, or by opening a Support Ticket here.
2.3 Neither this AdClickMedia Service Agreement, nor any documentation furnished under
it is intended to express or imply any warranty that the AdClickMedia Service will be uninterrupted, timely or
error-free. ADCLICKMEDIA'S LIABILITY TO MEMBER SHALL NOT, FOR
ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY
MEMBER TO ADCLICKMEDIA OVER THE COURSE OF THE EXISTING TERM.
2.4 USE OF ADCLICKMEDIA SUBMISSIONS - By submitting material or web page listings to
the AdClickMedia Service (including information regarding the
listing) you are irrevocably granting AdClickMedia, its
licensees, and any entities in the AdClickMedia Network, the
right to use all parts of the material without limitation
including, but not limited to, modifying it or using it
commercially and authorizing others to do so. AdClickMedia reserves the right to edit, refuse, reject or remove any
website or ad panel at its discretion at any time from the AdClickMedia
Service.
III. MEMBER
REPRESENTATIONS: Member affirms that he is the legal
owner of the URL specified in his Advertiser 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 AdClickMedia's Advertiser Service with the
aforementioned domain. Member expressly agrees to indemnify AdClickMedia
from any claims by any third party arising from
use of the Advertiser Service with the specified URL.
IV. FUNDING POLICY:
AdClickMedia Advertiser accounts feature an Auto-Renewal or
"re-bill" feature, which is designed to ensure
continuity of service. Auto-Renewal automatically funds
Member's Advertiser account from Member's credit card when
Member's Advertiser funds go below a certain user-defined
amount. Any Member utilizing this feature irrevocably grants
their express permission for AdClickMedia to re-bill their
credit card at the Advertiser's defined "re-bill"
interval. AdClickMedia reserves the right to change payment
dates, amounts, and service(s) at any time, with or without
prior notification to member, which may be posted on the AdClickMedia
website, in Member's AdClickMedia account, or
emailed to Member.
4.1 MINIMUM
DEPOSIT: AdClickMedia Advertisers must deposit a minimum of $25.00
in their Advertiser account in order to initiate advertising
services. All funds maintained in
Advertiser account will be distributed equally among currently
active ad campaigns to ensure continuity of service. AdClickMedia
reserves the right to reject any deposit at any time if fraud
is suspected.
4.2
MINIMUM COST PER CLICK: As of 5/22/2009, the minimum
cost per click to initiate promotion services has changed. The
minimum cost per click required to start a photo-text ad is
$0.05 regardless of interest category. The minimum cost per
click required to start a full-page interstitial ad is now
$0.20 regardless of interest category. AdClickMedia reserves the right to change payment
dates, amounts, and service(s) at any time, with or without
prior notification to member, which may be posted on the AdClickMedia website, in Member's
AdClickMedia account, or
emailed to Member.
V. CLICK FRAUD: All
AdClickMedia campaigns are closely monitored for fraudulent
activity by AdClickMedia. Publisher accounts believed to be
responsible for fraudulent clicks will be automatically restricted
from use of their Publisher area, and investigated for click
fraud. Any revenue believed to be generated by fraudulent
clicks will be refunded to the Advertiser in good faith. CLICKING
ON YOUR OWN AD PANEL COUNTS AS CLICK FRAUD AND WILL RESULT IN
AUTOMATIC TERMINATION. AdClickMedia
reserves the
right to reject any or all requests for investigation of
assumed click fraud by any Member at their discretion.
VI. TERMINATION: AdClickMedia
may terminate the Service with or without cause
at any time, effective immediately and without prior notice. AdClickMedia
may terminate a Member via written or email
notice as necessary. Request of Termination initiated by
Member must be requested via email. AdClickMedia shall not be
liable to Member or any third party for Termination of
Service.
Should Member object to any
Terms and Conditions of the AdClickMedia Service Agreement or
any subsequent modifications hereto, or become dissatisfied
with the Service in any way, the AdClickMedia Member's sole
recourse is to immediately
(a) open a Support Ticket, or
(b) contact AdClickMedia directly; or
(c) request termination of AdClickMedia account.
Upon termination of the AdClickMedia Service, Member's right
to use the Service instantly ceases. Member shall have no
right, and AdClickMedia shall have no obligation thereafter,
to forward any information associated with Member's account.
Any amount(s) paid for the month in which you cancel, and/or
any fee(s) for any month expired before your termination, is
non-refundable.
6.1 AdClickMedia Service may terminate Member without any prior notice if
Member has materially breached or is otherwise not in
compliance with any provision of the AdClickMedia Service
Agreement, and such breach or noncompliance is not cured
within such thirty (30) day period. AdClickMedia reserves the
right to immediately suspend or terminate any Member, website,
and/or restrict Member's access to the AdClickMedia service
until any breach or noncompliance is cured.
6.2 TERMINATION FOR
ILLEGAL OR OTHER ACTIVITY: AdClickMedia may, but has no duty
to, immediately terminate Member and remove it from AdClickMedia
servers if in its sole discretion AdClickMedia 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 AdClickMedia or others.
Any termination under this Section shall take effect
immediately, and Member expressly agrees that it shall not
have any opportunity to cure.
6.3 WAIVER: By opening
an AdClickMedia account, Member expressly
waives any statutory or other legal protection in conflict
with the provisions of this Section 6.
6.4 DELETION OF
INFORMATION:
Upon termination, AdClickMedia 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
Service software.
6.5 The provisions of
Section 7.0 (VII. EXCLUSION OF WARRANTIES), to Section 13.0
(XIII: GENERAL LEGAL TERMS) of this AdClickMedia Service
Agreement shall survive any termination of the Agreement.
VII.
EXCLUSION OF WARRANTIES
7.1 NOTHING IN
THESE TERMS, INCLUDING SECTIONS VII TO XIII, SHALL EXCLUDE OR
LIMIT ADCLICKMEDIA’S WARRANTY OR LIABILITY FOR LOSSES WHICH
MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF
CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH
ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR
LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY
LAW.
7.2 YOU
EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES
IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS
IS” AND “AS AVAILABLE.”
7.3 IN
PARTICULAR, ADCLICKMEDIA, ITS SUBSIDIARIES AND AFFILIATES,
AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES
WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY
YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE
OR RELIABLE, AND
(D) THAT DEFECTS IN THE
OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS
PART OF THE SERVICES WILL BE CORRECTED.
7.4 ANY
MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL.
7.5 NO ADVICE
OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADCLICKMEDIA
OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THE TERMS.
7.6 ADCLICKMEDIA
FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
VIII. LIMITATION OF
LIABILITY
8.1 SUBJECT TO
OVERALL PROVISION IN PARAGRAPH 7.1 ABOVE, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT ADCLICKMEDIA, ITS SUBSIDIARIES AND
AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(1) ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH
MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF
LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY
LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY
LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA
SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
OR OTHER INTANGIBLE LOSS;
(2) ANY LOSS OR DAMAGE WHICH
MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR
DAMAGE AS A RESULT OF:
(A) ANY RELIANCE PLACED BY YOU
ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING,
OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU
AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE
SERVICES;
(B) ANY CHANGES WHICH ADCLICKMEDIA
MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY
CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES
WITHIN THE SERVICES);
(C) THE DELETION OF, CORRUPTION
OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS
DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE
SERVICES;
(D) YOUR FAILURE TO PROVIDE ADCLICKMEDIA
WITH ACCURATE ACCOUNT INFORMATION;
(E) YOUR FAILURE TO KEEP YOUR
PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
8.2 THE
LIMITATIONS ON ADCLICKMEDIA’S LIABILITY TO YOU IN PARAGRAPH
8.1 ABOVE SHALL APPLY WHETHER OR NOT ADCLICKMEDIA HAS BEEN
ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY
SUCH LOSSES ARISING.
IX. COPYRIGHT AND TRADEMARK POLICIES:
9.1 It is AdClickMedia’s policy to respond to notices of alleged
copyright infringement that comply with applicable
international intellectual property law (including, in the
United States, the Digital Millennium Copyright Act) and to
terminating the accounts of repeat infringers.
X. ADVERTISEMENTS:
10.1 Some of
the Services are supported by advertising revenue and may
display advertisements and promotions. These advertisements
may be targeted to the content of information stored on the
Services, queries made through the Services or other
information.
10.2 The
manner, mode and extent of advertising by AdClickMedia on the
Services are subject to change without specific notice to
Member.
10.3 In
consideration for AdClickMedia granting you access to and use
of the Services, you agree that AdClickMedia may place such
advertising on the Services.
XI. OTHER CONTENT:
11.1 The
Services may include hyperlinks to other websites or content
or resources. AdClickMedia may have no control over any
websites or resources which are provided by companies or
persons other than AdClickMedia.
11.2 You
acknowledge and agree that AdClickMedia is not responsible
for the availability of any such external sites or resources,
and does not endorse any advertising, products or other
materials on or available from such websites or resources.
11.3 You
acknowledge and agree that AdClickMedia is not liable for any
loss or damage which may be incurred by you as a result of the
availability of those external sites or resources, or as a
result of any reliance placed by you on the completeness,
accuracy or existence of any advertising, products or other
materials on, or available from, such websites or resources.
XII. CHANGES TO THE
TERMS:
12.1 AdClickMedia
may make changes to the AdClickMedia Service Agreement
at any time. When these changes are made, AdClickMedia will
make them available to you from within, or through, the affected
Services.
12.2 You
understand and agree that if you use the AdClickMedia Services after the date on which the
AdClickMedia Service
Agreement has changed, AdClickMedia will treat your use as
acceptance of the updated AdClickMedia Service Agreement.
XIII. GENERAL LEGAL TERMS:
13.1 Sometimes
when you use the Services, you may (as a result of, or through
your use of the Services) use a service or download a piece of
software, or purchase goods, which are provided by another
person or company. Your use of these other services, software
or goods may be subject to separate terms between you and the
company or person concerned. If so, the AdClickMedia Service
Agreement does not affect your legal relationship with these
other companies or individuals.
13.2 The AdClickMedia
Service Agreement constitutes the whole legal
agreement between you and AdClickMedia and governs your use
of the Services (however excluding any services which AdClickMedia
may provide to you under a separate written agreement),
and completely replace any prior agreements between you and AdClickMedia
in relation to the Services.
13.3 You agree
that AdClickMedia may provide you with notices, including
those regarding changes to the AdClickMedia Service
Agreement, by email, regular mail, or postings on the
Services.
13.4 You agree
that if AdClickMedia does not exercise or enforce any legal
right or remedy which is contained in the AdClickMedia Service Agreement (or which
AdClickMedia has the benefit of
under any applicable law), this will not be taken to be a
formal waiver of AdClickMedia’s rights and that those
rights or remedies will still be available to AdClickMedia.
13.5 If any
court of law, having the jurisdiction to decide on this
matter, rules that any provision of the AdClickMedia Service
Agreement is invalid, then that provision will be removed from
the AdClickMedia Service Agreement without affecting the rest
of the Terms. The remaining provisions of the AdClickMedia Service Agreement will continue to be valid and enforceable.
13.6 You
acknowledge and agree that each member of the group of
companies of which Multiple Stream Media, LLC. is the parent
shall be third party beneficiaries to the AdClickMedia Service Agreement and that such other companies shall be
entitled to directly enforce, and rely upon, any provision of
the AdClickMedia Service Agreement which confers a benefit on
(or rights in favor of) them. Other than this, no other person
or company shall be third party beneficiaries to the AdClickMedia
Service Agreement.
13.7 The AdClickMedia
Service Agreement, and your relationship with AdClickMedia under the Terms, shall be governed by the laws
of the State of New York without regard to its conflict of
laws provisions. You and AdClickMedia agree to submit to the
exclusive jurisdiction of the courts located within the county
of Ulster, New York to resolve any legal matter arising from
the AdClickMedia Service Agreement. Notwithstanding this, you
agree that AdClickMedia shall still be allowed to apply for
injunctive remedies (or an equivalent type of urgent legal
relief) in any jurisdiction.
If you have any questions
regarding the AdClickMedia Service Agreement, please contact
us at any time:
AdClickMedia
Service Agreement
c/o Multiple Stream Media, LLC.
603 Old Stage Road
Saugerties, NY 12477 (USA)
