User Terms of Service
Last Revision: March 25, 2011
This agreement (the "Agreement") between You (the “Subscriber”) and AdSignals , Inc., its subsidiaries and affiliates, (collectively "AdSignals "), describes the terms and conditions on which Subscriber may access and use the AdSignals online advertising management services (the “Service”). In order to become a Subscriber, you must read and accept all of the terms and conditions of this Agreement.
AdSignals reserves the right to change any of the terms and conditions contained in this Agreement, at any time, without prior notice, and in its sole and absolute discretion, by posting amended terms on this website. Subscriber is responsible for reviewing any changes. Subscriber's continued use of the Service following AdSignals ’ posting of any change will constitute Subscriber’s acceptance of the amended Agreement.
1. DESCRIPTION OF SERVICE
The Service enables an online publisher (a Subscriber that submits on or more web site profiles, a "Publisher") to serve, and receive compensation for, third-party and/or AdSignals provided advertisements and/or other content (collectively, "Ads"). The Service runs on software developed by AdSignals (the “AdSignals Platform”) and it is accessed via the World Wide Web.
2. ACCESS TO THE SERVICE
Access to the Service is subject to AdSignals ’ approval and Subscriber’s continued compliance with the terms of this Agreement and the Service policies. AdSignals reserves the right to refuse participation to any applicant at any time in its sole discretion. AdSignals may change, suspend or discontinue the Service or Subscriber's access the Service at any time, without notice or liability.
By enrolling in the AdSignals Platform, Subscriber represents that he/she is at least 18 years of age or at least the minimum legal age in the jurisdiction from which Subscriber is accessing the Service and that Subscriber is legally permitted to use the Service and takes full responsibility for the use of the Service.
3. USE OF THE SERVICE
Subscriber agrees to comply with the specifications provided by AdSignals to enable proper delivery, display, tracking, and reporting of Ads in connection with the Service.
Subscriber is fully responsible for maintaining the confidentiality of Subscriber’s account information and password and for all activities that occur under Subscriber account. Subscriber agrees to immediately notify AdSignals of any unauthorized use of Subscriber’s password or account or any other breach of security.
Subscribers are prohibited from selling, trading, or otherwise transferring any AdSignals account to any third party. Multiple accounts held by the same individual may be individually approved or disapproved by AdSignals at its sole discretion.
Subscribers cannot access or use the Service for any illegal or unauthorized purpose. International Subscribers agree to comply with all local laws regarding privacy, online conduct and acceptable content.
AdSignals shall not be liable for any losses or damages arising from Subscriber’s failure to comply with this section.
4. COMMUNICATIONS SOLELY WITH ADSIGNALS
Subscriber agrees to direct to AdSignals and not to any advertiser or other third-party, all communications regarding any matter in relation to the Service.
Subscriber warrants and agrees that it will refrain from:
- violating any local, state, national, or international law or regulation.
- Contributing, submitting or making available through the Service any content that is unlawful, libelous, abusive, harassing, discriminatory, obscene, offensive, defamatory, vulgar, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable or otherwise violates any law or right of any third party.
- Using the Service for any illegal purpose, including, but not limited to, conspiring to violate the laws of any applicable jurisdiction.
- Disseminating any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
- Knowingly transmitting any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
- Impersonating any person or entity, or otherwise misrepresenting your affiliation with a person or entity.
Subscriber acknowledges that violation of any of the foregoing terms constitutes material breach of this Agreement and that AdSignals may pursue any legal and equitable remedies against Subscriber, including immediate and permanent suspension of Subscriber’s account and/or termination of this Agreement.
6. ADDITIONAL RULES FOR PUBLISHERS
Publisher warrants and agrees that it will refrain from:
- taking any action aimed at artificially inflating the number of impressions generated by the Ads, including but not limited to through repeated manual clicks;
- using any device, software, automated system or routine to interfere or attempt to interfere with the proper working of the Service, the AdSignals website or server or network or any activities conducted on the AdSignals Platform, including but not limited to through the use of robots or other automated query tools and/or computer generated search requests in a manner that sends more request messages to the Service in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
- placing more than 1 Ad for each available standard ad unit and more than a total of 3 Ads, per each web page;
- placing Ads on any media other than a web site page, including but not limited to newsletters, software clients, animations, games or videos;
- editing, modifying, filtering, truncating or changing the order of the information contained in the Ads;
- altering in any way the Ads code provided by AdSignals for inclusion on Publisher’s web sites;
- inhibiting, masking or otherwise limiting in any way the full display of the Ads in their entirety as served by the AdSignals software;
- inhibiting, masking or otherwise limiting in any way the full display of AdSignals marks, logos and attribution graphics and text;
- altering in any way or inhibit the full and complete display of any web page accessed by an user after clicking on the Ads or otherwise provide anything other than a direct link from the Ads to an advertiser web page;
- indexing or in any non-temporary manner cache data or graphics obtained from any Ads;
- taking any action that imposes an unreasonable or disproportionately large load on the AdSignals Platform infrastructure;
Publisher acknowledges that violation of any of the foregoing terms constitutes material breach of this Agreement and that AdSignals may pursue any legal and equitable remedies against Subscriber, including immediate and permanent suspension of Subscriber’s account and/or termination of this Agreement.
AdSignals reserves the right, in its sole discretion, to exclude from the Service any Publisher and/or Publisher’s web site that violates any of the foregoing terms, or that engages in any activity that devalues, or reflects poorly on, AdSignals ’ reputation or otherwise damaging or counterproductive to an Advertiser.
AdSignals reserves the right to consult with third-parties, including but not limited to Advertisers, to determine whether to accept or exclude a Publisher and/or to partially or entirely delegate such activity.
Subscriber may stop displaying Ads, with or without cause at any time by removing the code provided to Subscriber by AdSignals . Subscriber may terminate this Agreement with or without cause at any time by sending written notice to AdSignals . This Agreement will be deemed terminated within ten (10) business days of AdSignals receipt of Subscriber’s notice.
Subscriber agrees that AdSignals may, with or without cause, at any time and without prior notice terminate Subscriber’s AdSignals account or restrict or limit access to the Service. Termination of Subscriber’s AdSignals account includes removal of access to all offerings within the Service. Subscriber agrees that AdSignals shall not be liable to Subscriber or any third-party for any termination of Subscriber’s account or limitation of access to the Service. Upon termination, Subscriber agrees to immediately remove from the its web sites any and all code supplied to Subscriber by AdSignals.
In the event Subscriber’s access to the Service is terminated, Subscriber will still be bound by Subscriber’s obligations under this Agreement and any additional terms, including the warranties made by Subscriber, and by the disclaimers and limitations of liability. Additionally, AdSignals shall not be liable to Subscriber or any third-party for any termination of Subscriber’s access.
8. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT
Except for content provided by Subscribers, or linked to or from an external source, all other information and materials that appear as part of this website (including text, graphics, images, illustrations, designs, icons, photographs, video clips, audio clips, interfaces, software, code, logos, titles, and names (collectively, "Intellectual Property") are the property of or licensed to AdSignals.
The website as a whole and all of the Intellectual Property are protected by copyright, trade dress, and trademark laws of the United States, as well as international treaties, conventions, and the laws of other countries, as applicable. Except for that information which is in the public domain or for which Subscriber have been given written permission to use by AdSignals , Subscriber may not use, reproduce, copy, modify, publish, transmit, distribute, perform, display, download, license, enter into a database, create derivative works from, reverse engineer, transfer, or sell any Intellectual Property, information, software, or products obtained from or through this website, in whole or in part.
Subscriber shall abide by all copyright notices, information, and restrictions contained in any Intellectual Property accessed in connection with the Service. Subscriber will not remove, obscure, or alter AdSignals ’ copyright notices, information and brand features contained within any Intellectual Property. Subscriber will not modify, decompile, reverse engineer, prepare derivative works from, or otherwise attempt to derive source code from the Service or the AdSignals Platform.
Publishers are permitted to publish third-party Ads only as part of the Service and pursuant to a limited license to do so, which may be revoked or terminated at any time by AdSignals or by the Advertiser. Unless otherwise provided herein, all rights, title and interest in such Ads remains the property of the third party Advertiser that provided the Ads for publishing pursuant to the Service. AdSignals makes no representation regarding the Ads or that a Publisher may continue to publish certain types of Ads, and any limited publishing rights concerning third party Ads granted herein to Publishers may be revoked or terminated at any time.
9. INFORMATION PROVIDED TO ADSIGNALS
Subscriber acknowledges and agrees that if Subscriber uses the Service 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.
By using the Service, Subscriber may provide AdSignals with information, including but not limited to demographics, contact and billing information. Subscriber agrees that AdSignals may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of enabling any part of the Service, including to third parties that reside in jurisdictions with less restrictive data laws than the Subscriber’s.
AdSignals may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Subscriber will not hold AdSignals responsible or liable for any disclosure of that information.
Subscriber understands that all information publicly posted or privately transmitted through the Service is the sole responsibility of the person from which such content originated and that AdSignals will not be liable for any errors or omissions contained in any such content. Subscriber understands that AdSignals cannot guarantee the identity of any other users nor the authenticity of any data that users may provide.
10. PAYMENTS TO PUBLISHER
If Subscriber is a Publisher, Subscriber shall receive as payment for Subscriber’s use of the Service based on a set amount per thousand advertising impressions (“Impressions”) served on the Publisher web sites through the AdSignals Platform.
Publisher's payable revenue shall be determined on the first working day of each month, on which day those revenues accrued to Publisher's account in the preceding month or more shall become eligible to be paid. Payments to Publisher shall be sent by AdSignals within approximately thirty (30) days of the end of the previous calendar month, if Publisher's earned balance is greater than or equal to a minimum payment amount equivalent to (a) 50 EUR (or the equivalent amount in another supported currency) or (b) an amount set by Publisher, whichever the highest amount. If Publisher's earned balance is less than the minimum amount, no payment shall be sent and AdSignals shall make the aforesaid determination anew on the first day of the following month. Any unpaid earned balance from the previous month(s) will be rolled over to the current month and added to the revenues accrued during such month to calculate the new earned balance. AdSignals will send payment to Publisher through PayPal.
If AdSignals suspects that a transaction or the Impressions on the Publisher’s web sites may be fraudulent or the result of activity in breach of any of the terms set forth by this Agreement, Publisher payments may be held back for up to an additional 60 days in order to verify their validity. Shall AdSignals ultimately determine, at its sole discretion, that such fraudulent activity has taken place, AdSignals shall not be liable for any payment based on such activity.
If Publisher disputes any payment made in connection with the Service, Publisher must notify AdSignals in writing within thirty (30) days of any such payment or the date when the payment would be due. Failure to so notify AdSignals shall result in the waiver by Publisher of any claims related to such disputed payment.
Payment shall be calculated solely based on records maintained by AdSignals and reported to Publishers through the Publisher’s account web interface. AdSignals reserves the right to withhold payment or charge back Publisher’s account due to any of the foregoing or any breach of this Agreement by Subscriber.
Shall Publisher account become Inactive, AdSignals will have the right to withhold any payment for the revenues accrued by Publisher. An account will be classified as “Inactive” if both of the following conditions are met: (a) Publisher does not log in to its account for a continuous period of one year or (b) Publisher does not respond to attempts made by AdSignals to contact Publisher at the email address associated with the account.
Any bank fees related to returned or cancelled checks due incorrect User Information may be deducted from the newly issued payment. Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with Subscriber’s use of the Service.
Upon termination of this Agreement for any cause, Publisher will be entitled for all legitimate earnings due up to the time of termination which will be paid no later than ninety (90) days after the date of termination. Publisher shall immediately forfeit any and all future payments to be received as a result of the Publisher using the Service. In case the accrued earnings balance at termination is less than 10 EUR, AdSignals will have the right to withhold any residual amount.
11. TAX INFORMATION
To comply with tax laws, AdSignals collects tax-related information from Publishers that are using its services.
1. USA-based Publishers
For tax purposes, AdSignals treats as USA-based Publishers all Publishers who are based in the USA and pay taxes in the USA.
All US-based Publishers are required to submit IRS (Internal Revenue Service) form W-9 to AdSignals by email to email@example.com. IRS form W-9 can be downloaded from the IRS website.
2. Non US-based Publishers
For tax purposes, AdSignals treats as Non USA-based Publishers all Publishers whose business activity related to the AdSignals services is based entirely outside of the USA. USA business activity includes owning equipment or having employees in the USA for the purpose of generating revenue from the AdSignals services (such as, but not limited to, owning web servers in the USA, having USA employees that develop content for your website or that market your website or that support your website). In general, utilizing services from unrelated parties that are based in the USA such as, for example, hosting your website through USA-based web hosting services, does not qualify as USA business activity.
Non USA-based Publishers do not need to submit any form to AdSignals.
3. Non USA-based Publishers with USA business activity
For tax purposes, AdSignals treats as Non USA-based Publishers with USA business activity all Publishers who are based outside of the USA, but have equipment or employees in the USA for the purpose of generating revenue from the AdSignals services.
Non USA-based Publishers with USA business activity must obtain a USA Taxpayer Identification Number (TIN) from the IRS and submit it to AdSignals by email to firstname.lastname@example.org. Information on how to obtain a TIN can be found on the IRS website.
4. Additional Tax Compliance Terms
AdSignals reserves the right to withhold payments to Publishers until they have submitted the appropriate tax information.
The tax information provided above is provided as general guidance only and should not be construed as legal or tax advice. Due to the changing nature of tax laws, AdSignals does not make any express or implicit guarantee about, nor is liable for, the above information accuracy or completeness. Each Publisher is responsible to understand and comply to all tax laws and regulations in existence in the in the jurisdiction in which the Publisher is based or operates.
12. DISCLAIMERS AND LIMITATIONS
- Disclaimer. THE WEBSITE CONTAINS, FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. ADSIGNALS MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURED, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET SUBSCRIBERR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT SUBSCRIBERR OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBERR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM ADSIGNALS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitations. SUBSCRIBERR USE OF THE SERVICE IS AT SUBSCRIBERR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ADSIGNALS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. No arbitration or other claim under this Agreement may be brought by either party against the other more than one (1) year after the cause of action arises. Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason of any event beyond its reasonable control, including any act of God, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications.
- Limitation of Liability. SUBSCRIBER EXPRESSLY UNDERSTAND AND AGREE THAT ADSIGNALS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADSIGNALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGE RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF SUBSCRIBERR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Subscriber agree to indemnify, defend, and hold harmless AdSignals , its agents, distributors and affiliates, and their officers, directors and employees from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees, resulting from Subscriber’s breach of any provision of this Agreement, or any warranty Subscriber provide herein, or otherwise arising in any way out of Subscriber’s use of the website and/or software. AdSignals reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by Subscriber, in which event Subscriber will cooperate fully with AdSignals in asserting any available defenses.
14. CHANGES TO THIS AGREEMENT
AdSignals reserves the right, in its sole discretion, to modify, suspend, or terminate this Agreement, the Service and the website and/or any portion thereof, and/or Subscriber’s account, password at any time for any reason with or without notice to Subscriber. Please review this Agreement periodically for changes. Subscriber’s continued use of this website constitutes Subscriber’s acceptance and agreement to be bound by these changes without limitation, qualification or change. If at any time Subscriber does not accept these changes, Subscriber must immediately discontinue use of the Service.
15. GENERAL LEGAL PROVISIONS
This Agreement, Subscriber’s rights and obligations, our rights and obligations, and all actions contemplated by this Agreement will be governed by the laws of the United States of America and the State of California, including California rules concerning conflicts and choice of law, as if this Agreement were a contract wholly entered into and wholly performed within the State of California. Subscriber hereby consent to the exclusive jurisdiction and venue of courts in the County of San Francisco, California, USA, in all disputes arising out of or relating to the use of our Service. Use of our Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. In the event of any legal action to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be entitled to recover attorneys' fees.
No joint venture, partnership, employment, or agency relationship exists between Subscriber and AdSignals as a result of this Agreement or use of our Service.
If any provision in this Agreement is invalid or unenforceable under applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, the remaining provisions will continue in full force and effect, and the invalid unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with law enforcement requests or requirements.
All rights not expressly granted herein are hereby reserved.
16. ENTIRE AGREEMENT
This Agreement is the entire and final Agreement regarding our Service, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Subscriber and AdSignals with respect to such Service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
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