Terms And Conditions
PLEASE READ THIS AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY WWW.ADBEANS.COM, A TRADING NAME OF IP EXTREME PTY LTD - AUSTRALIAN COMPANY NUMBER: 139763330 ("COMPANY"). BY ACCEPTING, 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, 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.adbeans.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by Company, and are accessed by you ("Customer") under the following terms and conditions:
1 DESCRIPTION OF SERVICES.
The Company sells internet advertising space and related services (collectively "Services") as described in its Site. The Company also displays internet advertisements on various websites that serve as publishers thereof. By accepting the agreement, you agree to become an advertising client or a publisher, as the case may be, in connection with and using the Company's Services. You also certify that you will use the Site only for the purpose of browsing the Company's ad inventory, with a sincere interest in buying or selling link ads, and you will not access the Site for any other reason.
Publishers may set an appropriate price for their ads as they see fit. To protect customers; if a publisher changes a price, all ads already on the site will remain at the price it was originally bought for.
The statistics for the sites are updated periodically and may be out of date. Statistics are there to help customers evaluate the list of sites at a glance, but it is still the responsibility of the customer to check the individual sites manually.
4 COMPENSATION AND PAYMENT.
The Customer shall pay all applicable fees, as described on the Site in connection with such Services selected by Customer. The Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to Customer, which may be sent by email or posted on the Site. Customer agrees to pay all applicable taxes (including VAT) or charges imposed by any government entity in connection with Customer's use of the Services. If Customer is past due on any payment to Company, Company may discontinue its Services without further notice to Customer. If Customer is a Publisher, hs/she shall receive an account credit displayed in connection with Customer's website for Customer's use of the Services. If Customer is an Affiliate, it shall receive an account credit in the amount of 10% of any revenue in connection with Customer's affiliate activity. Customer may request payment not more than once a month using the system if the payment amount is above the minimum threshold. Company reserves the right to withhold payment or charge back Customer's account due to any of the foregoing or any breach of this Agreement by Customer. Payment Terms for Withdrawals are thirty (30) working days after a withdrawal.
We have the right to use your site to demonstrate links to products and services our clients wish to promote, we expect for links to remain indefinitely as long as the site exists. If migrating to a new domain then we expect pages and links contained to also be migrated and failure to do so would mean the right to full compensation of the initially amount paid to you as a publisher. We only agree to pay for one link in any post and any further links published within articles will not be paid. Posts will have to be a minimum of 200 words in length and any links placed within unrelated content or on orphaned pages we reserve the right to reject payment for links.
5 CONTROL OF SERVICES.
Customer will observe and comply with all registration requirements of the Company, as well as the Company's technical requirements for the proper display of advertisements. Ad serving code to be placed on each page of the Customer's website and the advertisment must be placed in the content of the website (i.e. the top, left or right navigation of the page but never the footer/bottom of the page). The Customer will not make modifications to the Site or its websites that will prevent search engines from reading outbound links served by the Company from the Site or its websites nor undertake any measures that will result in search engines discounting such served links. The Company reserves the right to modify its Site and its Services at any time, including the discontinuation thereof. Company has the right to suspend Customer's access to the Services at any time, for any reason.
Customer acknowledges that the Site is protected by copyright laws and Customer may only use the Site in an authorized manner.
The Customer will not use the Site for any purpose that is illegal, pornographic, infringing, obscene, abusive, or in any offensive manner, including but not limited to violating the security of any computer network or promoting or providing instructional material about illegal activities or promoting physical harm or injury against any group or individual. The Customer is legally responsible for any claims resulting from Customer's access to the Site, and its use of the Site in connection with the Services, and it indemnifies and will hold Company harmless from and against any and all claims arising therefrom
8 EXCLUSIVITY PROVISIONS.
A. If Customer is a publisher, it agrees that it will use the Company's Services exclusively for its needs relative to placing static outbound HTML links designed to drive traffic and increase popularity. This exclusivity provision does not apply to contextually driven ad programs (for example, Google Adsense program, Yahoo Search Marketing Ads) or to any other non static HTML link ads (for example, AdBrite).
B. If Customer is an advertising client, this Agreement imposes no restrictions on its right to use any advertising services it deems appropriate.
C. Regardless of whether Customer is an advertising client or a publisher, it understands that other users will have access to the Company's Services and Site, including competitors of Customer.
9 DISCLAIMER OF LIABILITY.
A. Company will not have any duty to control the content that Customer or any other users make available through the Site, and Company is not liable for the accuracy of any content displayed through its Site. Customer assumes all risk related to its published content. Customer releases the Company from all liability related to the publication of its content through the Site.
B. THE SERVICES PROVIDED TO CUSTOMER 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 CUSTOMER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
C. COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of any information or content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with Customer's use of the Services.
10 LIMITATION OF LIABILITY.
Customer agrees not to disclose Company Confidential Information without Company's prior written consent. "Company Confidential Information" includes without limitation all Company software, technology, programming, technical specifications, materials, guidelines and documentation Customer learns, develops or obtains that relate to the Services or the Site, and 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 Customer or Company, or information that has been (a) independently developed without access to Company Confidential Information as evidenced in writing; (b) rightfully received by Customer from a third party; or (c) required to be disclosed by law or by a governmental authority. The Customer also agrees not to disclose to any third party under any circumstance the existence, nature or content of this Agreement without prior written consent of the Company or unless instructed to do so by law.
12 INTELLECTUAL PROPERTY
"Intellectual Property" consists of all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. The trade names and the logos used on Company's website are trademarks and/or registered design rights of the Company. Copyright in the design, text and graphics contained in the Company's website is held by the Company. Nothing in these Terms and Conditions gives the Customer the right to use any of the Company's trade names, trade marks, logos, domain names or other brand features. Neither party grants to the other under the Agreement any title, interest or other right it may have in any trademarks, trade names, service marks and logos, whether or not registered, except as provided for in the Agreement. The Customer agrees not to copy, analyse or reverse engineer the underlying techniques, technology or Intellectual Property owned or used by the Company.
13 INTELLECTUAL PROPERTY INFRINGEMENT
The Customer is solely liable for any claims arising out of its use of the Site. If a third party makes a claim against the Company that any information or materials provided by the Customer infringes any of that third party's Intellectual Property Rights or other property right of such third party the Customer shall defend the Company against the claim at the Customer's expense and shall indemnify the Company against all losses, damages and expenses (including reasonable legal fees) incurred by the Company arising as a result of such claims, provided that the Company shall make no admission of liability without the Customer's written consent. A party seeking indemnification under this paragraph shall (i) promptly notify the other party of the claim, and (ii) provide, at the other party's expense, the assistance, information and authority reasonably requested by the other party in the defence and settlement of the claim.
Either party may terminate the Services at any time by giving written notice 3 months in advance to the other party. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Customer's account, Customer's right to use the Services will immediately cease and Customer will remove all Company HTML code from Customer's websites. Upon termination, the provisions of paragraphs 9, 10, 11 12 and 13 of this Agreement shall survive indefinitely. If there is no activity in the Adbeans account for more than 12 months, the customer account will become inactive.
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, to take place in London, UK, in accordance with the rules of the United Kingdom Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
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, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.