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Terms of Sale //

Online Standard Terms and Conditions:

Introduction. This agreement ("Agreement") between You and American Digital Networks, L.L.C.. ("A.D.N.") consists of these American Digital Network's Online Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, as generally offered by American Digital Networks, L.L.S., is available by sending your request to or such URL as A.D.N. may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment or insertion form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

  1. Program Participation. Participation in the Program is subject to American Digital Network's prior approval and Your continued compliance with the Program Policies ("Program Policies"). A.D.N. reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Any enrollment in the A.D.N. EasyAds program but be by members companies of the American Digital Network. Any advertising application submitted by a non-member company will be denied. By enrolling in the Program, You represent that You are at least 18 years of age and agree that American Digital Networks may serve third party and/or A.D.N. provided advertisements (such A.D.N.-served advertisements, collectively, "Ads"), related A.D.N. queries and/or Ad search box (collectively, "Links"), and American Digital Network's Web and/or Affiliate Profile search results (collectively, "Search Results") in connection with the Profile Information or Web Profile(s) that You designate (each a "Profile") using American Digital Network's advertising serving, affiliate advertising serving and search technology. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by American Digital Networks, L.L.C. (including by electronic mail).
  2. Implementation and Operation of Ads and Search Results. You agree to comply with the specifications provided by American Digital Networks, L.L.C. from time to time to enable proper delivery, display, tracking, and reporting of Profiles, Ads, Links, Search Results, and A.D.N.Brand Features (as defined in Section 12 below) in connection with Your Profile(s), including without limitation by not modifying the JavaScript or other programming provided to You by A.D.N. in any way, unless expressly authorized in writing by A.D.N. (including by electronic mail). If You have elected to receive Search Results, You will display on Your Profile(s) an A.D.N. search box (a "Search Box") in accordance with the specifications provided by A.D.N.. Each Web page(s) that contains a Search Box must also contain other content related to Your Company or Profile. Except for related A.D.N. queries, all search queries (including queries entered into an Ad search box) must originate from individual human end users inputting data directly into a Search Box (or Ad search box, as applicable) on Your Profile(s). You will send any and all queries (without editing, modifying, or filtering such queries individually or in the aggregate) to A.D.N. and A.D.N. will use commercially reasonable efforts to provide You with corresponding Search Results and/or Ads, as applicable and as available. Search Results and any accompanying Ads will be displayed on Web pages hosted by A.D.N., the format, look and feel of which may be modified by A.D.N. from time to time. All content-based Ads (and Ads served in response to end user clicks on and queries entered into Links, if any) shall be grouped by A.D.N. and displayed with Links (where applicable) to end users of the Profile(s) as ad units (such groups of Ads and/or Links collectively referred to as "Ad Units") in standard formats as offered generally by A.D.N. from time to time, as may be described in the FAQ. You may select a format approved by A.D.N. for the display of Ad Units in connection with the Profile(s), but You acknowledge and agree that Ads and/or Links: (a) shall only be displayed in connection with the Profile(s), each of which is subject to review and approval by A.D.N. in its discretion at any time; and (b) shall be subject to the placement guidelines set forth herein. In addition, You agree that while You may display more than one (1) Ad Unit on each Profile or Web Page, You shall not display any Ad Unit on a page that contains Ads associated with another A.D.N. EasyAds customer (e.g., Your Web hosting company), unless authorized to do so by A.D.N. or such other EasyAds customer, if authorized. You agree not to display on the same Web page in connection with which any Ad Unit, Ad, Link, or Search Box is displayed (a "Serviced Page") any advertisement(s) that an end user of Your Profile(s) would reasonably confuse with a A.D.N. advertisement or otherwise associate with A.D.N.. If You have elected to receive content-based Ads, You further agree not to display on any Serviced Page any non-A.D.N. content-targeted advertisement(s). If You have elected to receive Search Results on any Site(s), You agree that A.D.N. will be the exclusive provider of Internet search services on such Site(s). Certain A.D.N. services available as part of the Program may contain filtering capability, such as SafeSearch or AdSafe, that You may access through Your account. However, if You elect to enable any such filters, You acknowledge and agree that: (i) it is Your responsibility to enable such features in accordance with the specifications provided by A.D.N., and (ii) A.D.N. does not and cannot commit that all results (including Ads, Links and Search Results) will be limited to results elected by enabling such filter(s). A.D.N. may also include in certain services features which are unsupported under A.D.N.'s then current technical documentation. Such features are provided "as is" and Your use of them shall be undertaken solely at Your own risk.
  3. Communications Solely With A.D.N. You agree to direct to A.D.N., and not to any member advertiser, any communication regarding any Ad(s) or Link(s) displayed in connection with Your Search Result(s).
  4. Parties' Responsibilities. You are solely responsible for the Profile(s), including all content and materials, maintenance and operation thereof, the proper implementation of A.D.N.'s specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. A.D.N. reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, Links or Search Results, or any engagement in any activity prohibited by this Agreement. A.D.N. is not responsible for anything related to Your Profile(s), including without limitation the receipt of queries from end users of Your Profile(s) or the transmission of data between Your Site(s) and A.D.N.. In addition, A.D.N. shall not be obligated to provide notice to You in the event that Ads, Links and/or Search Results are not being displayed properly to end users of the Sites(s).
  5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, impressions of or clicks on any Search Results, Links and/or Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Ad, Link, Ad Unit, or Search Result, or remove, obscure or minimize any Ad, Link, Ad Unit, or Search Result in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page") or any A.D.N.-hosted Web page that contains Ads and/or Search Results ("Search Results Page"); (iv) redirect an end user away from any Advertiser Page or Search Results Page, provide a version of the Advertiser Page or Search Results Page that is different from the page an end user would access by going directly to the Advertiser Page or the applicable Search Results Page, intersperse any content between the Ad and the Advertiser Page or between the page containing the Search Box and the Search Results Page, otherwise provide anything other than a direct link from an Ad to an Advertiser Page or from the page containing the Search Box to the Search Results Page; (v) display any Ad(s) or Link(s) on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web Profile), on any chat page, in any email, or on any Web page or any Web Profile that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch and/or activate Ads, Links or Search Results through or from, or otherwise incorporate the Ads, Links or Search Results in, any software application, Web Profile or other means other than Your Profile(s), and then only to the extent expressly permitted by this Agreement (e.g., while Search Results may be indirectly accessed from Your Site(s), they may only be displayed on the appropriate A.D.N.-hosted Web page); (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Search Results, Links and/or Ad(s) or any part, copy or derivative thereof, or (viii) act in any way that violates any Program Policies posted on the A.D.N. Web Profile, as may be revised from time to time, or any other agreement between You and A.D.N. (including without limitation the A.D.N. AdWords program terms), or engage in any action or practice that reflects poorly on A.D.N. or otherwise disparages or devalues A.D.N.?s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. A.D.N. does not sub-license third party content and will not distribute, redistribute or sublicense certain contain served on the American Digital Network Web Site(s). Any or all use of third party data without the express written permission of A.D.N. and/or its third party affiliate(s) will be grounds for immediate termination of membership and legal action as government by the affiliate or third party data provider.
  6. Termination/Cancellation. Subject to any third party agreements You may have with other A.D.N. customers (e.g., Your Web hosting company), You may stop displaying Ads, Links, and/or Search Boxes on any Profile in the Program with or without cause at any time by removing the A.D.N. JavaScript or similar programming from Your Web Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to This Agreement will be deemed terminated within ten (10) business days of A.D.N.'s receipt of Your notice. If you are a member company and terminate your membership in the American Digital Network, we are required to terminate all advertisement immediately, pending renewal of a qualified and approved membership. If A.D.N. terminates your agreement for any reason, your associated advertising will stop immediately. A.D.N. may investigate any activity that may violate this Agreement. A.D.N. may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Profile in all or part of the Program for any reason. In addition, A.D.N. reserves the right to terminate without notice any member advertising account that has not generated a sufficient amount of interest (as measured by A.D.N.) for a period of two (2) months or more. Upon termination of participation of any membership in the Program or termination of this Agreement for any reason, Sections 3, 6 through 10, and 14 through 17 shall survive termination.
  7. Confidentiality. You agree not to disclose A.D.N. Confidential Information without A.D.N.'s prior written consent. "A.D.N. Confidential Information" includes without limitation: (a) all A.D.N. software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to performance in the Program provided to You by A.D.N.; and (c) any other information designated in writing by A.D.N. as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of A.D.N.?s gross payments to or from You pursuant to the Program. A.D.N. Confidential Information does not include information that has become publicly known through no breach by You or A.D.N., or information that has been (i) independently developed without access to A.D.N. Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
  8. No Guarantee. A.D.N. makes no guarantee regarding the quality of advertisement or profile displays, the timing of delivery of such profiles, information and/or member advertisement, or the amount of any payment to be made to You under this Agreement.
  10. Limitations of Liability/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) A.D.N.'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY A.D.N. TO PUBLISHER 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, labor conditions, and power failures.
  11. Payment.
  12. Publicity. You agree that A.D.N. may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web Profile listings of customers. If You wish to use A.D.N.'s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and authorized in writing by sending an e-mail message to
  13. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to A.D.N. to enroll in the Program is correct and current; (b) You are the owner of each Profile or that You are legally authorized to act on behalf of the owner of such Profile(s) for the purposes of this Agreement and the Program; and (c) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder. You further represent and warrant that each Profile and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) 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 (iii) are not pornographic, hate-related or otherwise violent in content.
  14. Your Obligation to Indemnify. You agree to indemnify, defend and hold A.D.N., its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Profile(s), and/or Your breach of any term of this Agreement.
  15. A.D.N. Rights. You acknowledge that A.D.N. owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including A.D.N.'s ad serving technology, search technology, and Brand Features, and excluding items licensed by A.D.N. from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any A.D.N. services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter A.D.N.'s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any A.D.N. services, software, or documentation (including without limitation the display of A.D.N.?s Brand Features with Ads, Links, Search Boxes and/or Search Results, if applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
  16. Information Rights. A.D.N. may retain and use, subject to the terms of the A.D.N. Privacy Policy, all information You provide, including but not limited to Profile demographics and contact and billing information. You agree that A.D.N. may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. A.D.N. 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. A.D.N. disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. A.D.N. may share non-personally-identifiable information about You, including Profile-specific statistics and similar information collected by A.D.N., with advertisers, business partners, sponsors, and other third parties. In addition, You grant A.D.N. the right to access, index and cache the Company Web Site(s) and/or Profile(s), or any portion thereof, including by automated means including Web spiders or crawlers.
  17. Miscellaneous. This Agreement shall be governed by the laws of California , except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Santa Clara County, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by A.D.N.. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to A.D.N.. Notwithstanding the foregoing, A.D.N. may assign this Agreement to any affiliate at any time without notice. The relationship between A.D.N. and You is not one of a legal partnership relationship, but is one of independent contractors.
Revised on February 01, 2005