BuxUp.com Membership Agreement
Last Updated: November 30, 2009.
PLEASE READ THIS MEMBERSHIP AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY BUXUP.COM ("COMPANY"). BY OPENING/REGISTERING A PUBLISHER AND/OR ADVERTISER ACCOUNT WITH BUXUP.COM, 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, DO NOT OPEN/REGISTER A PUBLISHER AND/OR ADVERTISER ACCOUNT WITH BUXUP.COM AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The web pages available at www.buxup.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by BuxUp.Com (“Company”), and are accessed by you ("Member") under the following terms and conditions:
1. THE SERVICES
Subject to the terms and conditions of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together Internet advertisers and publishers, as described more fully on the Site, and which are selected by Member through the process provided on the Site ("Services"). Company may change, suspend or discontinue the Services (or Member'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 sole discretion, to refuse to allow access to the Services to any applicant at any time. Company also reserves the right, at its sole discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Member a notice via email. Use of the Services by Member following such notification constitutes Member's acceptance of the modified terms and conditions. Member certifies to Company that if Member is an individual (i.e., not a corporation) Member is at least 18 years of age. Member also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
Member agrees to direct to Company and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of Members use of the Services.
The Site and its contents are protected by local and international copyright laws and are intended solely for the use of Company Members 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. Member shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. Member acknowledges and agrees that if Member uses any of the Services to contribute or make available Content, Company is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the Site. If Member is a publisher, Member grants Company the right to access, index, and cache Member's website, or any portion thereof, including by automated means including Web spiders or crawlers.
Member (whether a publisher, advertiser or otherwise) 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 that: (i) is infringing, libellous, defamatory, obscene, abusive, offensive, violent or hateful; (ii) contains alcohol, or drug abuse; (iii) violates any law or right of any third party; (iv) promotes or facilitates any of the foregoing, whether directly or through a peer-to-peer network that is owned, operated or provided by Member. Without limiting the generality of the foregoing, (i) if Member is an advertiser, Member agrees to comply with paragraph 7 of the Agreement (Advertisers), which may be amended from time to time in Company’s sole discretion without notifying Members (“Advertiser”), and if Member is a publisher, Member agrees to comply with paragraph 6 of the Agreement (Publishers), which may be amended from time to time in Company’s sole discretion without notifying Members (“Publisher”). Company reserves the right to remove any Content from the Site at any time, or to terminate Member'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 Member may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 17 (Termination). Member is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Member'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. Member 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 Member is not logged in.
A Member participating as a publisher is required to adhere to the following policies and paragraph 5 (Restrictions), so please read them carefully. If Member fails to comply with these policies, Company reserves the right to disable ad serving to Member’s site and/or disable Member’s account at any time in accordance with paragraph 17 (Termination). If Member’s account is disabled, Member will not be eligible for further participation in the programme.
· Members may not click their own ads or use any means to inflate impressions and/or clicks artificially, including manual methods. Clicks on Company ads must result from genuine user interest. Any method that artificially generates clicks or impressions on your Company ads is strictly prohibited. These prohibited methods include, but are not limited to, repeated manual clicks or impressions, automated click and impression generating tools and the use of robots or deceptive software. Please note that clicking your own ads for any reason is prohibited;
· Members may not ask others to click their ads or use deceptive implementation methods to obtain clicks. This includes, but is not limited to, offering compensation to users for viewing ads or performing searches, promising to raise money for third parties for such behaviour or placing images next to individual ads. In order to ensure a good experience for users and advertisers, Members participating in the Company programme may not: (a) compensate users for viewing ads or performing searches, or promise compensation to a third party for such behaviour; (b) encourage users to click the Company ads using phrases such as "click the ads", "support us", "visit these links" or other similar language; (c) direct user attention to the ads using arrows or other graphical gimmicks; (d) place misleading images alongside individual ads; (e) place ads in a floating box script; (f) format ads so that they become indistinguishable from other content on that page; (g) format site content so that it is difficult to distinguish it from ads; (h) place misleading labels above Company ad units. For instance, ads may be labelled "Sponsored Links" or "Advertisements", but not "Favourite Sites" or "Today's Top Offers";
· Members may not place Company code on pages with content that violates any of our content guidelines. Some examples include content that is adult, violent or advocating racial intolerance. Sites with Company ads may not include or link to: (a) pornography, adult or mature content; (b) violent content; (b) content related to racial intolerance or advocacy against any individual, group or organisation; (c) excessive profanity; (d) hacking/cracking content; (e) gambling or casino-related content; (f) llicit drugs and drug paraphernalia content; (g) sales of beer or hard alcohol; (h) sales of tobacco or tobacco-related products; (i) sales of prescription drugs; (j) sales of weapons or ammunition (e.g. firearms, firearm components, fighting knives, stun guns); (k) sales of products that are replicas or imitations of designer goods; (l) sales or distribution of coursework or student essays; (m) content regarding programmes which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails; (n) any other content that is illegal, promotes illegal activity or infringes on the legal rights of others;
· Members are also not permitted to place Company code on pages with content primarily in an unsupported language;
· Members may not display Company ads on web pages with content protected by copyright law unless they have the necessary legal rights to display that content. Please see DMCA policy for more information the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov);
· Members are required to adhere to the webmaster quality guidelines: (a) do not place excessive, repetitive or irrelevant keywords in the content or code of web pages; (b) avoid hidden text or hidden links; (c) Avoid "doorway" pages created just for search engines or other "cookie cutter" approaches such as affiliate programmes with little or no original content; (d) do not include deceptive or manipulative content or construction to improve your site's search engine ranking (e.g. your site's PageRank); or (e) create a useful, information-rich site and write pages that clearly and accurately describe your content;
· Company ads may not be placed on pages receiving traffic from certain sources. For example, Members may not participate in paid-to-click programmes, send unwanted emails or display ads as the result of the action of any software application;
· To ensure a positive experience for Internet users and Company advertisers, sites displaying Company ads may not: (a) use third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf and click-exchange programmes; (b) be promoted through unsolicited mass emails or unwanted advertisements on third-party websites; (c) display Company ads, search boxes or search results as a result of the actions of software applications such as toolbars; (d) be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings or otherwise interfere with site navigation. It is your responsibility to ensure that no ad network or affiliate uses such methods to direct traffic to pages that contain your code; (e) receive traffic from online advertising unless the site complies with the spirit of “Google's Landing Page Quality Guidelines”. For instance, users should easily be able to find what your ad promises;
· Company code may not be altered, nor may the standard behaviour, targeting or delivery of ads be manipulated in any way that is not explicitly permitted by Company. For instance, clicking Company ads may not result in a new browser window being launched;
· Members are encouraged to experiment with a variety of placements and ad formats. However, Company code may not be placed in inappropriate places such as pop-ups, emails or software. Members must also adhere to the policies for each product used;
· Company ads may not be: (a) integrated into a software application of any kind, including toolbars; (b) placed in emails or in email programmes; (c) obscured by elements on a page; (d) placed on any non-content-based page; (e) placed on pages published specifically for the purpose of showing ads; (f) placed on pages whose content or URL could confuse users into thinking it is associated with Company due to the misuse of logos, trademarks or other brand features; or (g) placed on, within or alongside other Company products or services in a manner that violates the policies of that product or service;
· Sites showing Company ads should be easy for users to navigate. Sites may not change user preferences, redirect users to unwanted websites, initiate downloads, include malware that interfere with site navigation; and
· In order to prevent user confusion, Members may not display Company ads on websites that also contain other ads or services formatted to use the same layout and colours as the Company ads on that site. Although you may sell ads directly on your site, it is your responsibility to ensure that these ads cannot be confused with Company ads.
Company may change our policies at any time, please check the Site often for updates. It is Member’s responsibility to keep up to date with, and adhere to, the policies posted.
A Member participating as an advertiser is required to adhere to the following policies and paragraph 5 (Restrictions), so please read them carefully. If Member fails to comply with these policies, Company reserves the right to disable ad serving to Member’s site and/or disable Member’s account at any time in accordance with paragraph 17 (Termination). If Member’s account is disabled, Member will not be eligible for further participation in the programme.
Member shall not, and shall not allow any third party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries or clicks or conceal conversions by using methods including but not limited to the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimisation services and/or software; (ii) use any automated means, form of scraping or other such data extraction methods to access, query or otherwise collect and use Company advertising related information from any Company property unless expressly permitted by Company in writing; (iii) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Member's ads are displayed, placed or otherwise made available; (iv) violate any technical specifications posted on any Company property, and/or the policies, as revised from time to time; (v) engage in any other illegal or fraudulent business practice under the laws of any country where an ad is made available.
Company may change our policies at any time, please check the Site often for updates. It is Member’s responsibility to keep up to date with, and adhere to, the policies posted.
Member acknowledges and agrees that Company has no special
relationship with or fiduciary duty to Member 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 Member accesses or receives via the Site or Services; what
Content other Members may make available, publish or promote in connection with
the Services; what effects any Content may have on Member or its users or customers;
how Member or its users or customers may interpret, view or use the Content; what
actions Member 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, (i) if Member is a publisher, Member 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 Member is solely responsible (and assumes all liability and risk) for determining
whether or not such Content is appropriate or acceptable to Member, and (ii)
if Member is an advertiser, Member 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 Member is solely responsible (and assumes all liability
and risk) for determining whether or not such Content is appropriate or acceptable
to Member. Member releases Company from all liability in any way relating
to Member'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 Member 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 Member 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 MEMBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO MEMBER.
9. COPYRIGHT DISPUTES
By registering as an advertiser and/or publisher, Member agrees that the sole method for resolving complaints of copyright infringement if Member believes that material or content residing on or accessible through the Site or Services infringes a copyright, shall be through the practices described as follow: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed; (ii) identification of works or materials being infringed; (iii) identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence; (iv) contact information about the notifier including address, telephone number and, if available, e-mail address; (v) a statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and (vi) a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner. Please contact the Company.
As a condition to using Services, Member may be required to register with Company and select a password and Member name ("User ID"). Member shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Member's account. Member may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than Member without appropriate authorization; (iii) register for the Services using more than one User ID. Company reserves the right to refuse registration of, or cancel a User ID in its discretion. Member shall be responsible for maintaining the confidentiality of Member's Company password and for all activities that occur under Member’s password or account. Member agrees to (a) immediately notify Company of any unauthorized use of Member’s password or account or any other breach of security, and (b) ensure that Member exits from its account at the end of each session. Company cannot and will not be liable for any loss or damage arising from Member’s failure to comply with this paragraph 11.
Member will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any third party claim proceeding, suit, investigation or demand due to or arising in whole or in part out of Member's access to the Site, use of the Services, the violation of this Agreement by Member (including, without limitation, the violation of the Publisher and/or the Advertiser ), or the infringement by Member, or any third party using the Member's account, of any intellectual property or other right of any person or entity. Member agrees that Company will have sole and exclusive control over the defence and settlement of any such third party claim.
13. FEES AND PAYMENT
If you are not fully satisfied with Company or your advertising campaign, you MAY BE eligible to receive a refund. Please contact us through our Contact Us page and explain why you are unsatisfied. Company will evaluate refund inquiries for all reasonable requests, as listed below, for up to the last 30 days of receiving your request. We will provide a response to your request within 5 days of its receipt. Please note: all refunds are issued in the form of an account credit.
We MAY refund advertisers money for we believe that a publisher provided invalid ad clicks and/or impressions. We will not refund advertisers money if (i) ad not performing or drop off in clicks/impressions other than host site down; (ii) ad statistics do not match third party analytics software; (iii) advertiser's landing page is down; (iv) advertiser misunderstanding about products, policies, or services; (v) advertiser did not pause network ad; and (vi) advertiser unaware of flat rate ad recurrence.
Member agrees not to disclose Company Confidential Information without Company's prior written consent. "Company Confidential Information" includes without limitation: (i) all Company software, technology, programming, technical specifications, materials, guidelines and documentation Member learns, develops or obtains that relate to the Services or the Site; (ii) click-through rates or other statistics relating to Site performance in the Services provided to Member by Company; and (iii) any other information designated in writing by Company as "confidential" or any designation to the same effect. "Company Confidential Information" does not include information that has become publicly known through no breach by Member or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by Member from a third party; or (c) required to be disclosed by law or by a governmental authority.
15. USE OF INFORMATION
Company may share aggregate (i.e., not personally identifiable) information about Member with advertisers, publishers, business partners, sponsors, and other third parties. Additionally, Member grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services.
16. LIMITATIONS OF LIABILITY AND FORCE MAJEURE
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE 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) COMPANY'S AGGREGATE LIABILITY TO MEMBER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY COMPANY TO MEMBER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF 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, labour conditions, and power failures.
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 Member breaches any of the terms or conditions of this Agreement, policies and guidelines published on Site. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Member's account, Member's right to use the Services will immediately cease and Member will remove all Company HTML code from Member's websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, indemnification provisions, warranty disclaimers, and limitations of liability.
18. REPRESENTATIONS AND WARRANTIES
Member represents and warrants that (i) Member is the owner of each website Member designates in connection with the use of Services or that Member is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Member has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Member thereunder or hereunder; (iii) when participating in Company’s network as an advertiser, Member will comply with paragraph 7 (Advertisers); (iv) when participating in Company’s network as a publisher, Member will comply with with paragraph 6 (Publishers), and (v) each of Member'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.
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, the court should endeavour to give effect to the parties' intentions
as reflected in the provision, and the other provisions of this Agreement shall
remain in full force and effect. This Agreement is not assignable, transferable
or sublicensable by Member except with Company's prior written consent. This
Agreement shall be governed by and construed in accordance with the laws of the