Terms & Conditions
By using any of our Services, as defined herein, or opening an account or otherwise registering with Brochure Market at the domain www.brochuremarket.com, (referred to as "us," "our," "we" or the "Company"), you at this moment expressly enter into a binding legal contract with us and agree to be bound by the terms and conditions below and any ancillary documents referred to below. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
The Company helps both Advertisers and Publishers (each as defined below) by providing advertisers with Interactions from prospective clients. Publishers can generate revenue by delivering such Interactions through the Brochure Market platform. A "Lead" shall be defined as contact information and answers to prequalifying questions from a prospective client for an Advertiser; a "Call" shall be described as a phone call redirect to an Advertiser's number that last at least 60 seconds in length, and a "Click" shall be defined as a visitor turns to an Advertiser's website. The term "Interaction" or "Interactions" shall be used to refer to any single or multiple Calls, Clicks, and Leads, as the case may be. is the sister company of Brochure Market.
Please read on to learn the legal terms that govern your use of our website(s), products, services, applications, and dashboard (all of which together constitute the "Services," while "Service" in the singular shall refer to anyone of the Services). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at firstname.lastname@example.org.
For purposes of the Agreement, "you" or "You" refers to the user (i.e., a Publisher and Advertiser and Buyer, defined below) of the Services and the owner of an account or registration with the Company, and includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Company to use the Services.
2. Use of Site Subject to Agreement
You agree to use the Site, the Services offered by the Company only following the Agreement. You acknowledge and agree that the Company reserves the right to make changes to the Site, the Services, and the Agreement at any time and without prior notification to You. The latest Agreement will be posted on the Site, and you agree that the date of posting of the newest Agreement shall be the effective date of any modifications or amendments to the Agreement. Your continued use of the Site and the Service and maintaining an open account with us after any such modification or amendment shall constitute your consent and agreement to such changes or revisions. Therefore, you should regularly check the Site for updates and changes. Suppose you do not agree to any modifications or amendments or object to any changes to the Site or the Services. In that case, you must either immediately notify us with details of your disagreement. However, you continue to be bound by the modifications or amendments until the Company agrees in writing to your dispute, or stop using the Services and close your account with us.
Except for changes by us as described above, no other amendment or modification of the Agreement will be effective unless in writing and signed by both you and us.
The Company shall have an unfettered right to determine whether it wishes to enter into this Agreement with you and allow you to open an account, access the Site, and use the Services. This right is for the Company's sole benefit and may be exercised by the Company in its sole and absolute discretion and without the need to act reasonably.
Suppose you agree to the Agreement on behalf of an organisation, entity, or another individual. In that case, you represent and warrant that you are authorised to agree to the Agreement on that organisation, entity's, or other individual's behalf and bind them to this Agreement (in which case, the references to "you" and "your" in the Agreement, except for in this sentence, refer to that organisation, entity, or individual).
If you're using the Services to purchase Interactions, the term "Advertiser" also refers to you; if you're using the Services to post/sell Interactions to Advertisers, the term "Publisher" also refers to you.
You represent and warrant that you are of legal age to form a binding contract (or if not, you have received your parent's or guardian's permission to use the Services and gotten your parent or guardian to agree to the Agreement on your behalf).
Except as provided below, you will only use the Services for your personal use, and not on behalf of any third party, and only in a manner that complies with all laws that apply to you. Suppose you have express authorization from a third party to do so. In that case, you may use the Services on behalf of such a third-Party, in which case you represent and warrant that you have all rights and authorizations from such third party that are necessary for you to use the Services on their behalf. If applicable laws prohibit your use of the Services, you are NOT authorised to use it. We cannot and will not be responsible for your using the Services in a way that breaks any laws of any country or jurisdiction.
5. Refund Policy
Please review our refund policy for details. We try to provide the best services or products. However, we don't give any refund or issue any prorated fees due to the product's nature. We work closely with every customer and replace if we have any portion of insufficient data for targeted data. We can't guarantee the accuracy of 100% products or 100% information on every single lead or data.
6. User ID
You may be required to sign up for an account and select a password and user name ("User ID"). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don't have the right to use or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
It would help if you protected the security of your account and your password. You are solely responsible for any activity associated with your account.
7. Representation and Warranty on Use
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
a) Infringes or violates the intellectual property rights or any other rights of anyone else (including the Company);
b) Violates any law or regulation;
c) Violates the terms and conditions or any other policies governing the Services and any third-party services, websites, or businesses that you may use in connection with the Services, including but not limited to Google and Microsoft, etc.
d) Directly or indirectly, resells or attempts to resell any Interactions purchased from through the Services;
e) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable as determined by the Company in its sole and absolute discretion;
f) Jeopardises the security of your account or anyone else's (such as allowing someone else to log in to the Services as you);
g) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
h) Violates the security of any computer network or cracks any passwords or security encryption codes;
i) Runs Mailing list, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure). We provide the email or mailing list from our best resources or wholesalers but do not guarantee the quality or do not take any responsibility for nature or services.
j) "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
k) Engages in a practice known as "cloaking" concerning any hyperlinks provided in your submissions to misdirect or redirect traffic;
l) Manipulates or otherwise misrepresents Internet traffic or Interactions in any way;
m) Is not in good faith or otherwise not for the purposes for which the Services were intended;
n) Copies or stores any significant portion of any Content; or
o) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information relating to the Services or the Site.
A violation of any of the preceding is grounds for termination of your right to use or access the Services.
8. Intellectual Property
a) The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, videos, images, illustrations, User Submissions, and so forth (all of the preceding, the "Content") are protected by copyright and other intellectual property laws. You at this moment agree to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. You will not access, download, use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit (each of the preceding, a "Use" and collectively "Users") for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content (including by purchasing the ability to use such Content in a specific manner, or for a particular purpose, through the Company) or (ii) in a way that violates someone else's (including the Company's) rights.
b) Unless otherwise expressly set out in writing by you to the Company, for as long as you have an account with us, you agree to provide a royalty-free, non-exclusive license to the Company to use your name and logo for purposes of the marketing of the Company's Services.
c) Your access to or providing Content must comply with these Terms and Conditions (including all associated policies).
d) The Company, in its sole and absolute discretion and without the need to act reasonably, may, at any time, reject, remove and delete any Content you, directly or indirectly, submit or attempt to submit to the Company through the use of the Services without notice to or permission from you.
e) You understand that the Company owns the Services. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services.
f) The Company does not endorse and has no control over any User Submission. The Company can not guarantee the authenticity of any data that users (including Advertisers or Publishers) may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk. You will be solely responsible for any damage or loss to any party resulting from that place.
h) For all User Submissions, you at this moment grant the Company a license to translate, modify (for technical purposes, for example, making sure your content is viewable on mobile devices as well as a computer) and reproduce and otherwise act concerning such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a licence only – your ownership in User Submissions is not affected.
i) If you store a User Submission in your personal Company account, in a manner that is not viewable by any other user except you (a "Personal User Submission"), you grant the Company the licence above, as well as a right to display, perform, and distribute your User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
j) If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a "Limited Audience User Submission"). You grant the Company the licences above, as well as a right to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a licence to access that Limited Audience User Submission and use and exercise all rights in it, as permitted by the Services' functionality.
k) If you share a User Submission publicly on the Services and in a manner that more than you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and feature requests relating to the Services (each of the preceding, a "Public User Submission"), then you grant Company the licences above, as well as a right to display, perform, and distribute your Public User Submission to make that Public User Submission accessible to all of the Company's users and providing the Services necessary to do so, as well as all other rights required to use and exercise all rights in that Public User Submission in connection with the Services. Also, you grant all other users of the Services a licence to access that Public User Submission and use and exercise all rights in it, as permitted by the Services' functionality.
l) You agree that the licences you grant are royalty-free, perpetual, sub-licensable, irrevocable, and worldwide, provided that when you delete your Company account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable). Still, you understand and agree that it may not be possible to delete that Content from our records entirely and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
m) Finally, you understand and agree that the Company, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connecting networks, devices, services, or media. The preceding licences include the rights to do so.
9. Copyright Infringement
We respect others' intellectual property rights. We reserve the right to delete or disable Content alleged to be infringing and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing Content, view our Copyright Dispute Policy.
10. Access and Use at Your Own Risk
a) Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. You expressly acknowledge and agree that the Company is not liable under any circumstances for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what steps you may take due to having been exposed to the Content. You at this moment forever and unconditionally release us from all liability for you having acquired or not acquired Content through the Services. We can not guarantee the identity, personal background, education, abilities, skills, qualifications, or any other quality of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
b) You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so in the way in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
c) The Company does not guarantee that any Content or User Submissions will be made available on the Site or through the Services. The Company has no obligation to and may not monitor its site(s), the Services, Content, or User Submissions. However, the Company reserves the right to (i) remove, edit or modify any Content in its sole and absolute discretion, including without limitation any User Submissions, from the Services at any time, without notice to you and 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 the Company determines in its sole and absolute discretion that you may have violated the Agreement), or for no reason at all and (ii) to remove or block any User Submission from the Services.
e) Your interactions with third-party organisations and individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organisations and individuals. It would help if you made whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that the Company shall not be and is not responsible or liable for any loss or damage of any sort incurred due to any such third party dealings.
f) If there is a dispute between participants on this Site or between users and any third party, you agree that the Company is under no obligation and not required to become involved in any way. You further agree that the Company is not required to provide you with any data, information, or any other support or services to assist and contribute to your dispute resolution. Any assistance the Company may provide, in its sole and absolute discretion, to you in the event of a dispute above is provided on an "as is" basis and the Company does not represent or warrant that any such assistance provided is adequate, will serve its intended purpose or will help you in any way. The Company, by providing any service at any point, does not obligate it to continue to assist, and the Company may cease assisting at any time in its sole and absolute discretion; furthermore, the Company, by helping you, does not obligate it or prevent it not to support the Party with whom you have the dispute. By accepting any such assistance from the Company, you at this moment agree to i) accept such gift strictly under any terms and conditions the Company may require that is not set out herein; ii) agree to forever and unconditionally release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the assistance provided; and iii) agree to indemnify fully and hold us harmless from any liability, claims, causes of action, penalties, government sanctions, damages or other losses against us arising out of or in connection with such assistance.
g) Furthermore, if you have a dispute with one or more other users or participants on this Site or between users and any third party, you at this moment forever and unconditionally release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our Services. You further at this moment waive any legal right you may have to require the Company to provide to you any data, information, affidavit, testimony, or any other support or assistance; or should the waiver be ineffective, you agree to pay for all costs incurred by the Company to provide to you any data, information, affidavit, testimony or any other support or assistance. If you are a California resident, you shall and at this moment do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.". All legal issues must be settled under the Common Wealth of Virginia.
11. Fees – Advertisers
a) Through the Services, you can manage each of your "Campaigns" to obtain Interactions from Publishers. You can choose the total cost you are willing to pay for each Campaign ("Campaign Budget") and how much you are ready to bid for Interactions. The Company will retain a share of the amount paid for each Interaction based on its payment arrangements with Publishers (the "Revenue Share"), which may be kept confidential from the Advertiser and other Publishers. The Company may also charge for credit card processing fees, transaction fees, and applicable taxes. Publishers will be paid up to an aggregate maximum of your Campaign Budget (less the Company's share). The Company shall have the sole and absolute discretion, without the need to act reasonably, to determine how the bidding process and sale process for the Interactions are established. You agree to follow such procedures as set by the Company.
b) You must submit payment by the Payment and Refund Policy.
c) The Company retains the right but does not have the obligation, to immediately halt the offering of any Campaign, prevent or restrict access to the Services or take any other action in case of technical problems, objectionable material, inaccurate information, non-payment of any amounts owed to the Company or efforts otherwise prohibited by the procedures and guidelines contained on the Services, or for any other reason in the sole and absolute discretion of the Company, and to correct any inaccurate listing or technical problems on the Site.
d) Unless otherwise expressly agreed in writing by us, as between you and the Company, you are solely responsible for and shall pay all royalties, fees, and other monies owed to any person or entity arising out of the use, sale, distribution, or other exploitation of any intellectual property on, through or in connection with the Services.
e) Due to the market nature, Brochure Market keeps the full rights to change the terms and pricing at any time or decline the existing contract or transfer the service to a new Vendor or Supplier. The Buyer keeps both our companies and its successor in a harmless position.
12. Fees – Publishers and other users
a) As a Publisher, you will be paid for each Interaction purchased by an Advertiser. The amount you will be paid an amount that the Advertiser paid less the Revenue Share, which the Company shall retain as payment for its Services, and less any charges for credit card processing fees, transaction fees, and applicable taxes.
b) The Company shall have the absolute right, exercisable in its sole and absolute discretion, to adjust the Revenue Share on a per-Publisher basis. It shall have the fundamental right, exercisable in its sole and absolute discretion, to maintain the Revenue Share amount's confidentiality from other Publishers and Advertisers.
c) Payments to you shall be paid under Article 13.
13. Credits and Payment
a) Publishers: Unless otherwise agreed upon in writing or posted by the Company in your account, when, and only when, the total aggregate value of unpaid Credit in your account exceeds USD 500, but in no event more frequently than once a month, payment will be sent. Generally, the Company will provide cost on the first business day that is THIRTY (30) days after the end of the calendar month for the Credits earned in such calendar month plus residual Credits from all previous months that the total amount exceeds USD 500. The Company may use, at its sole and absolute option and discretion, Google Wallet, Stripe, PayPal, or a similar service (each a "Third Party Payment Service"), or wire transfer, direct deposit or mailing of a check or other means, to send payments to you. If it is prepaid monthly service third-party, you can cancel the subscriptions at any time.
b) The Company is not responsible for any additional fees Publishers or Advertisers may incur in receiving, collecting, or otherwise redeeming, or sending or otherwise transmitting Credits or payments from or to a Third Party Payment Service. Whether you are using us and our Services as a Publisher or an Advertiser, you are solely responsible for any additional taxes and levies (including but not limited to income taxes, government remittances, and excise/sales taxes) or third party fees (including, but not limited to, all third party licence and service fees) you incur as a result of or in connection with your use of the Services. For greater clarity, unless otherwise set out in writing, all amounts paid to you by the Company includes any or all additional taxes and levies (including but not limited to income taxes, government remittances, and excise/sales taxes) or third party fees (including, but not limited to, all third party licence and service fees).
c) If there are any allegations or suspicions that the Publisher is engaging in an illegal, fraudulent or dishonest activity or engaging in any activity that is in breach of this Agreement, which, for greater certainty, includes all of the Company's policies, any unpaid Credit for such Publisher may be withheld indefinitely or forfeited to the Company, and the Company shall have the unfettered right, to be exercised in its sole and absolute discretion and without the need to act reasonably, to do so. You agree that the final determination of whether a Publisher has engaged in the illegal, fraudulent, or dishonest activity shall be made by the Company, acting reasonably.
14. Buyer Specific Terms
a) A "Buyer" is defined as a person, corporation, or other organisation who provides information to the Company to seek a quote for or more information in regards to product(s) and service(s), where such information is provided in connection with the activities of a Publisher.
c) By providing information to the Company to seek a quote for or more information in regards to product(s) and service(s), where such information is provided in connection with the activities of a Publisher, you agree with the Company which shall include all of the terms and conditions herein, together with any applicable policies referred to in Section 1 and any other policies that the Company may create from time to time, and, together, the AUP, CDP, PP with these Terms and Conditions, form a legally binding contract between you and the Company, which sets forth the terms and conditions which shall govern the relationship between the Company and you.
d) In addition to any other terms and conditions herein which apply to you, you, as the Buyer, expressly agree to the following:
To be contacted by the Company, including sending you information and offers related to the Company's products and services;
To have the information provided by you to the Company be disclosed and sent to supplier(s) who may be able to provide quotes or information in regards to the product(s) and service(s) referred to in Section 14a), and such suppliers have your express consent to contact you via phone, text, fax, email, mail or other reasonable means, at any of your contact numbers or addresses that you provided;
Any contact with you referred to in this Section 14 may be completed using automated phone technology;
e) At no time are you, as a Buyer, required to make a purchase.
f) It is agreed that your use, as Buyer, of our Services is for legitimate purchasing purposes and not for any other purpose including, without limitation, criminal activity, fraud, advertising, research, or competitive intelligence. You, as Buyer, acknowledge and agree that the Company has the sole option to verify your request(s) and has the right, at our discretion, to deny any request that violates these terms and conditions. Suppose it is determined or suspected by the Company, at our sole discretion. In that case, that you, as Buyer, are misusing or attempting to misuse or circumvent our Services or system, or are using or trying to use it for any inappropriate purposes (including but not limited to activities such as hacking, fraud, advertising, or spamming), we have the unfettered right to terminate your access without notice immediately and commencing legal actions or proceedings to seek remedies and damages, including but not limited to lost revenue, repairs, legal fees, costs, expenses, and to seek injunctions or other equitable remedies.
g) When using our Services, you, as Buyer, will be prompted to disclose relevant information about yourself and your purchasing requirements. The data so provided will be announced and sent to matching suppliers/affiliates who will respond to your request. You, as Buyer, represent and warrant that all such information provided is accurate to the best of your knowledge. Suppose the Company has any grounds to suspect, in its sole discretion, that such information is untrue, inaccurate, or incomplete. In that case, the Company has the right to refuse or reject your current or future use of any Services.
15. Termination of Use and Contract
b) The Company may terminate (or suspend access to) your use of the Services or your account, for any reason in our sole and absolute discretion without the need to act reasonably, including but not limited to your breach of this Agreement, and may do so at any time without any notice or explanation to you. Nothing in this Agreement shall be interpreted to limit or otherwise restrict or place conditions on the right of the Company to terminate (or suspend access to) your use of the Services or your account for any reason in our sole and absolute discretion without the need to act reasonably, at any time without any notice or explanation to you. The Company's unfettered and unlimited right to terminate or suspend access as granted by this subparagraph is a fundamental term of this Agreement for the sole benefit of Company, without which the Company would not have agreed to enter this Agreement with or provide any Services to you; and therefore, this right shall be interpreted in the broadest manner possible under the law in favour of the Company.
c) The Company has the sole and absolute right to decide whether you violate any of the terms and conditions of this Agreement, and you acknowledge and agree that such a determination may be made without the requirement to act reasonably, to provide notice, or rely on any third-party decision.
16. Data/Content Responsibility
a) Account termination or termination of this Agreement may destroy any Content associated with your account.
b) You are SOLELY RESPONSIBLE for maintaining any backup of any data or Content you upload to the Site. The Company is not responsible or liable under any circumstances for unauthorised or illegal access to or loss of data or Content, or any resulting losses, claims or damages, regardless of whether your account is active or terminated or suspended and irrespective of whether the Company is legally at fault for the data loss. The Company is not obligated or required under any circumstances to take any steps to help retrieve, restore, investigate any data or Content that may have been lost by you or by the Company or any data breaches, regardless of whether your account is active or terminated or suspended. You further expressly agree to indemnify and hold us harmless from any altogether and all liability, claims, causes of action, penalties, government sanctions, damages, or other losses against us arising from unauthorised or illegal access to or the loss of your data or Content stored on our Site or otherwise stored by the Company, including but not limited to indemnification for professional fees and other costs incurred to defend against such losses or claims.
17. Survival of Provisions
Provisions that, by their nature, should survive termination of the Agreement shall survive termination. By way of example, all of the following will survive termination:
Any obligation you have to pay us or indemnify us.
Any limitations on our liability.
The release of our weakness.
Any terms regarding ownership of intellectual property rights.
Terms regarding disputes between us.
18. Warranty Disclaimer
The Company does not make any representations or warranties concerning any content contained in or accessed through the Services. We will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding 1) suggestions or recommendations of services or products offered or purchased through the Services; 2) the number of or quality of Clicks, Leads or Calls that any Advertiser will receive; or 3) the performance of any Campaign; and we make no representations or warranties that the use of our Services will result in increased business, revenues, profits, customers and anything else related to improved performance of your business. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided on an "as is" basis and without any warranty of any kind from the Company or others (unless, concerning such others only, provided expressly and unambiguously in writing by a designated third party for a specific product).
THE SERVICES AND CONTENT 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, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
19. Limitation of Liability
To the fullest extent allowed by applicable law, under no circumstances and no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall the company be liable to you or any other person for (a) any indirect, special, incidental, or consequential damages of any kind, including without limitation damages for lost profits, loss of goodwill, loss of data, data breaches, hacking, copyright infringement, trademark infringement, work stoppage, the accuracy of results, or computer failure or malfunction, or (b) any amount, in the aggregate, over the greater of (i) $1000 or (ii) the amounts paid (in the case of advertisers) by you to the company or (in the case of publishers) by the company to you in connection with the services in the twelve (12) month period preceding the applicable claim, or (c) any matter beyond our reasonable control.
The Company is not responsible for or liable to you for the loss of unauthorised or illegal access to (including but not limited to unauthorised or unlawful entry by a hacker, hacking group, any governmental agency or a rogue individual who works for the Company as an agent, team member or contractor) or corruption of any Content or data in the Company's possession or control, including but not limited to credit card or bank payment data. You at this moment agree to unconditionally waive any legal rights granted by common law or statutes or otherwise that you may have to hold the Company responsible or liable for such losses of, unauthorised or illegal access to, or corruption of any Content or data in the Company's possession or control.
To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold Company, its Advertisers and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your improper use of the Site or Services and/or any Content; (b) any third party claim related to your website(s), email(s), any communications or marketing practices; (c) any third party allegation or claim against Company and/or its Advertiser(s) relating to a violation of any and all national, provincial, state and federal laws or the laws of your jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by you on or through your website(s), email(s) or other marketing channels or otherwise; (e) any claim that Company is obligated to pay any taxes in connection with payment made to you in connection with the Agreement and/or any Services; (f) breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (g) your use of the Site and Services in any manner whatsoever, including the actions of any third-parties who access your account, regardless of whether such access was authorized by you or the Company.
If any action is brought against the Company (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from you ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party's indemnification obligations under this Section unless for any reason. The Indemnified Party shall permit the Indemnifying Party to assume control over the defence of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided, however, that the Indemnified Party shall control the defence of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party. The reasonable costs and expenses thereof shall be included as part of the Indemnifying Party's indemnification obligations hereunder. The Indemnifying Party will not consent to any judgement or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without your permission.
22. Choice of Law; Arbitration
This Agreement is governed by and will be construed under the laws of the CommonWealth of Virginia, the USA, without regard to the conflicts of law's provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Commonwealth Law of Virginia. Judgement upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the preceding obligation to arbitrate disputes, each Party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts, respectively, Fairfax, Virginia.
a) "Confidential Information" means any information disclosed by one Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (a) was publicly known and made generally available in the public domain before the time of disclosure; (b) becomes publicly known and made generally available after disclosure other than through the receiving Party's action or inaction, and (c) is in the receiving Party's possession, without confidentiality restrictions, at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records before the time of exposure.
b) Company's Revenue Share information is considered "Confidential Information."
c) You shall not at any time: (i) disclose, sell, licence, transfer, or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorised use of the Confidential Information. All Confidential Information shall at all times remain Company's personal property, and all documents, electronic media, and other tangible items containing or relating to any Confidential Information shall be delivered to Company immediately upon Company's request.
a) You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Company may, in its sole discretion, do any of the preceding on your behalf or for itself as it sees fit.
b) The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.
c) If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
d) You and the Company agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and the Company, and that it 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 to this Agreement must be in writing signed by both parties (except as otherwise provided herein).
e) No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind the Company in any respect whatsoever.
f) You and the Company agree there are no third-party beneficiaries intended under this Agreement.
g) No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other conditions hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.
h) Neither Party shall be liable to the other because of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labour conditions, earthquakes, natural disasters or any other cause which is beyond the control of such Party.
i) You acknowledge and agree that you have received sufficient time to personally review and retain legal counsel to review the Agreement in full.