I.
AGREEMENT
The AdClickMedia Service ("Service"), owned and operated by
Multiple Stream Media, LLC., is provided to you
("Member", "Publisher") 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
Publisher's website in the Publishing role.
2.1 PAYMENT
POLICY - AdClickMedia
Publishers earn 50% of each click on their ad panel
deemed to be legitimate, and 10% per each click to
their referrals' ad panels. Publishers must accrue the
minimum of $50.00 before the 1st of the following
month in order to receive their commissions. Payment
is distributed on a Net 15 basis, therefore all
outstanding commissions of $50.00 or more will be paid
on the 15th of each month. AdClickMedia reserves the right to reject any
PAYMENt at any time if fraud is suspected.
ADCLICKMEDIA RESERVES THE RIGHT TO REVOKE EARNINGS AS
A RESULT OF FRAUDULENT ACTIVITY. 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.
2.2 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
ad panel individually, and reserves the right to
reject said ad panel for any reason.
2.3 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.
2.4 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.
2.5 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 Members.
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 Publishers earn 50% of
each click on their ad panel deemed to be legitimate,
and 10% per each click to their referrals' ad panels.
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 ad panel 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:
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)
