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Terms of Service

(Last Updated on June 16, 2006)

Welcome to the www.adengage.com website (the "Site"). Please read the following Terms of Service carefully before using this Site or opening an www.adengage.com account ("Account") so that you are aware of your legal rights and obligations with respect to AdEngage, Inc and its affiliates and subsidiaries (individually and collectively, "we," "us," or the "Company").

BY USING THIS SITE OR OPENING AN ACCOUNT, YOU SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THIS TERMS OF SERVICE. IF YOU ARE YOUNGER THAN 18 YEARS OLD, YOU MAY NOT OPEN AN ACCOUNT OR USE THIS SERVICE.

Company has the right to revise this Terms of Service at any time without providing notice to its users. Your continued use of this Site, or your Account, shall be deemed irrevocable acceptance of those revisions. Company reserves the right to change, modify, suspend or discontinue any portion of this Site at any time. Company may also impose limits on certain features or restrict your access to parts or the entire Site in its sole discretion and without notice or liability. Company reserves the right to refuse to provide you access to the Site or to allow you to open an Account for any reason.

Privacy

Your privacy is very important to us. Please see our Privacy Policy to explain our privacy practices in detail.

Limited License

Company grants you a limited license to access and use the Site subject to the terms and conditions of this Terms of Service. However, this license only allows you to use the Site to buy or sell ads, and not to make any other commercial use or any derivative use of the Site (including any of its individual elements or content).

You may not use, frame or utilize framing techniques to enclose the Site, or any individual element or materials within the Site, including without limitation, Company's trademarks, logos or other proprietary information, the content of any text, or the layout and design of any page or form contained on a page) without Company's express written consent. Further, you may not use any circumvention tools, meta tags or any other "hidden text" utilizing a Company name, trademark, URL, or product name without Company's express written consent.

Accounts and Security

To use aspects of the Site, you must register with Company to open an Account. As part of the registration process, each user will submit his or her email address and select a password. You shall provide Company with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Terms of Service, which may result in immediate termination of your Account. You promise you will not (i) select or use the email address of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; (iii) use an email address that Company, in its sole discretion, deems inappropriate or offensive; or (iv) breach any representation, warranty or promise made by you in this Terms of Service regarding your Account.

You agree to notify Company of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other person or entity. Accordingly, you understand and agree that you shall be liable for any activity performed by anyone using the Site with your email address and password.

Company may immediately terminate your Account, or suspend your access to your Account, in its sole discretion and without notice, for conduct that Company believes is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of this Terms of Service or any other policies or guidelines posted by Company; or (iii) harmful to other users, third parties, or the business interests of Company. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. You shall be liable for any activities on or uses of your Account even if such activities or uses were not committed by you. If you file a claim against Company, or a claim which in any way involves Company, then Company may terminate your Account. Upon termination of your Account by Company for any of the above-mentioned reasons, (i) you may not establish a new Account for a period of one year from the date of termination, (ii) Company will have no obligation to notify any third parties regarding such termination, and (iii) you will be responsible for any damages that may result or arise out of termination of your Account.

You may only use this Site and/or open an Account if your applicable jurisdiction allows you to accept this Terms of Service.

Disclaimer

THIS SITE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ADENGAGE OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THIS SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, ADENGAGE DOES NOT WARRANT THAT THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Limitation of Liability

IN NO EVENT SHALL ADENGAGE BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER, MOBILE PHONE OR MOBILE DEVICE FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE, INCLUDING ANY DAMAGES RESULTING THEREFROM, EVEN IF ADENGAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ANY USE OF THE SITE.

Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you.

Links to Third Party Sites

The links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Company in any manner whatsoever. Therefore, Company is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Company is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Company of any linked site and/or any of its content therein.

Term of Use

The license for use of this Site is effective until terminated. This license will terminate as set forth within this Terms of Service or if you fail to comply with any term or condition of this Terms of Service. In such event, no notice shall be required by Company to effect such termination.

You understand that all information included in advertisements placed through this Site, including data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you submit to be placed as advertising on a third party web site, or otherwise upload, post, email, transmit or make available through the Site. Company does not control the Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available on the Site.

Things You Agree To Do

In connection with your use of the Site, when you publish ads you agree to:

• Keep our ad serving code on your site until all ads that have been sold on your site have finished running.
• Keep the site description current on our site current to provide accurate information to potential advertisers.
• Approve or deny ads in a timely fashion. When an ad is sold on your site it will immediately start to be displayed. You have up to 48 hours to deny any advertisement placed on your site. After that time, if you have not approved or denied the advertisement, it will be automatically approved. It is your responsibility to review all advertising that is purchased for placement on your web site.
• Accept the Company's terms for release of statistical information. Such information shall be generally released for any given day on the next day. The click and impression statistics are estimates and may be subject to revision due to errors in processing or the discovery of fraudulent clicks.
• Notify us via email if you wish to permanently close your Account.
• Accept the Company's terms for payment, which include deferring de minimus payments of less than $20 in any given month to the following month, or until such time as the payment reaches $20.
• Receive periodic email announcements from the Company about ads sold on your site and changes to the services provide by us.

In connection with your use of the Site, when you buy an ad you agree to:

• Write ads that do not break the law or are offensive.
• Rate the ads in line with guidance provided by us to ensure that ads are displayed on appropriate sites.
• Check that the ad links to the correct content

Things You Agree Not To Do

In connection with your use of the Site, you agree not to:

• Use this Site to promote "get paid to read" or "get paid to click" type programs, or promote a pyramid scheme or similar multi-level marketing programs, or link to any site that does any of the foregoing.
• If you have sold advertising space on your web site using the Site, remove the AdEngage ad code prior to the end of all paid campaigns.
• Engage in any "click spamming" (artificially inflating click counts or using any mechanism or process to entice your site visitors to click advertisements placed through the Site, or otherwise induce a visitor to click on an ad other than when visitors are actually interested in the product or service being offered). Click Spamming will result in your account losing credit for said clicks, and your account may be terminated. Further, if we determine that a link was purchased fraudulently, the link will be removed and no payments will be made to the site owner. We have a fraud detection team that works to detect fraud as early as possible to minimize such circumstances. Any person making a fraudulent purchase will be reported to the appropriate authorities and banned from future purchases.
• Upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• Use the Site to harm minors in any way.
• Use the Site to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity.
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site.
• Remove any proprietary notices from this Site.
• Cause, permit or authorize the modification, creation of derivative works, or translation of the Site without the express permission of Company.
• Use the Site for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein.
• Use the Site for fraudulent purposes.
• Attempt to decompile, reverse engineer, disassemble or hack the Site, or to defeat or overcome any encryption technology or security measures implemented by the Company with respect to the Site and/or data transmitted, processed or stored by Company.
• Other than what is permitted by the Company, harvest or collect any information about or regarding other Account holders, including, but not limited to any personal data or information.
• Upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party.
• Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.
• Upload, post, email, transmit or otherwise make available any material that contains 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.
• Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges.
• Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site.
• Use the Site to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
• Use the Site to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.
• Use the Site to "stalk" or otherwise harass another.
• Use the Site to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.

You acknowledge that Company may or may not pre-screen Content, but that Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available on the Site. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates this Terms of Service or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Company or submitted to Company.

You acknowledge, consent and agree that Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, its users and the public.

You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Your Representations and Warranties

You represent and warrant that:

• you possess the legal right and ability to use the Service and/or place ads on your site, and to enter into this Terms of Service and to comply with its terms;
• you will use this Site for lawful purposes only and in accordance with this Terms of Service and all applicable laws, regulations and policies; and
• you will only use this Site on a computer on which such use is authorized by the computer's owner.

Refund Policy

If you purchase an ad and then contact us prior to the ad running to indicate that you no longer wish to run the ad, the Company will cancel and refund the ad provided that (1) it has not yet started to be displayed and (2) that the Company is informed in a timely manner so that the ad can be canceled during normal business hours prior to the ad start time.

Indemnity

You agree to indemnify, defend and hold harmless Company, and its subsidiaries, affiliates, officers, parent companies agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties"), at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (i) submission of Content to the Site, (ii) violation or breach of any term of this Terms of Service or any policy or guidelines referenced herein, or (iii) use or misuse of this Site.

Severability

If any provision of this Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

Copyright

Company holds the copyright for all copyrighted and copyrightable materials on the Site, including, without limitation, the Company trademark, logo, design, text, graphics and forms, including the selection and arrangement of such elements. In addition, the entire Site is copyrighted as a collective work under the United States and other copyright laws. Company holds the copyright in the materials as well as the collective work. The collective work includes works that are licensed to Company. The collective work may also include works that are the property of Company's licensors, which are also protected by copyright and other intellectual property laws.

Trademarks

All trademarks, service marks, logos, trade names, and any other proprietary designations of Company used herein are trademarks or registered trademarks of Company. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.

Miscellaneous

Company reserves all rights not expressly granted herein. Company may modify this Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site shall constitute your acceptance of such revised Terms of Service. You may not assign any rights granted to you hereunder. Nothing in this Terms of Service shall constitute a partnership or joint venture between you and Company. The failure of Company at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Terms of Service shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are expressly disclaimed. Any legal proceeding arising out or relating to this Terms of Service against or relating to Company or any Indemnified Party under this Terms of Service will be subject to the exclusive jurisdiction of any state or federal court sitting in Los Angeles, California and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Terms of Service and any agreements included or referred to in this Terms of Service constitute the final, complete and exclusive agreement with respect to this Site and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

If you have any questions or concerns about this Terms of Service or any issues raised in this Terms of Service or on the Site, please contacts us at: contact@adengage.com

Under California Civil Code Section 1789.3, residents of California who hold an Account are entitled to the following specific consumer rights information: If you are unable to receive the information you are seeking, or resolve a complaint you may have regarding the services available through this Site, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.

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