AdMedian Terms of Service

Please select the appropriate Terms of Service from the list below:


Advertisers’ Terms of Service

Please read this Agreement. These terms of service (“Agreement”), together with an Insertion Order, if any, constitute a binding contract between You and AdMedian LLC (“AdMedian”). “You” or “Advertiser” means the person or legal entity which registers for the AdMedian Program (“AdMedian Program”) on the AdMedian LLC website, and/or any agent acting on your behalf, which shall also be bound by this Agreement. The AdMedian Program allows Advertisers to reach customers with 1) price per click keyword bidding sponsored search; and 2) pop-up, pop-under and interstitial advertisements that can be displayed in any IAB-approved size or format.

By participating in the AdMedian Program, You are entering into and are bound by this Agreement. AdMedian reserves the right to change this Agreement at any time and from time to time by posting such changes in this area, and your continued participation in the AdMedian Program following such changes constitutes your consent to such changes.

  1. Approval: Any advertisement or URL (“URL”) submitted to the AdMedian Program as an advertisement is subject to the prior approval of AdMedian. AdMedian will not allow any advertisements or URLs linked to Website(s) that are inappropriate, offensive or irrelevant. Once You submit your advertisement or URL(s), AdMedian will review your submission. You will be notified of your acceptance or rejection in the AdMedian Program within approximately 1-2 business days of AdMedian receiving your submission.
  2. Parties’ Responsibilities. You are responsible for knowing the contents of this Agreement. You are solely responsible for the selection of all target Website(s) and for the content of your advertisements, URLS and Website(s). AdMedian is not responsible for anything regarding your advertisements, URLs or Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, warranty service, payment processing, shipping, cancellations or returns.
  3. No Guarantee. AdMedian makes no guarantee regarding the results or returns on advertisements placed through the AdMedian Program.
  4. Prohibited Uses. AdMedian strictly prohibits using the AdMedian Program to advertise substances, services, products or materials that are illegal in any locale, state or country where the advertisement is displayed, or to engage in any other illegal or fraudulent business practice under the laws of any locale, state or country where the advertisement is displayed. Violation of these policies may result in immediate termination of this Agreement.
  5. Cancellation; Termination: You can cancel your account and terminate this Agreement at any time. To cancel your AdMedian account and terminate this Agreement please delete your campaign within AdMedian’s Account Management System. Your account will be canceled immediately. AdMedian may at any time in its sole discretion cancel an advertisement, URL, or your participation in the AdMedian Program, by an email notice to you. AdMedian will notify You via email of any such termination or cancellation, which shall be effective immediately AdMedian may cancel or suspend the AdMedian Program at any time. Upon termination for any reason, Paragraphs 6, 7, 8, 9, 10 and 12 shall survive termination for a period of four years.
  6. Payment: You agree pay AdMedian based on the number of advertisements or URLs that are displayed. Such amount shall be determined by the bid(s) You place and which is (are) accepted, using AdMedian’s real-time advertisement tracking software. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. All payments are due Net 30 unless prepaid or otherwise agreed upon in the insertion order. All sales are final. Any amount not paid when due will incur interest of 18% per annum (1.5% per month). Any amount not paid when due for which an outside collection agency and/or an attorney is retained will result in your liability for all collection fees, attorney fees, interest and all costs associated with the collection of any past due amount.
  7. Representations and Warranties: You represent and warrant that (i) You are authorized to enter into this Agreement and to make available to AdMedian the advertisements URL; (ii) all of the information provided by You to AdMedian to enroll in the AdMedian Program is correct and current; (iii) You are the authorized owner or representative of the Web site(s) with which URL(s) are associated and You hold all rights to permit AdMedian to use, reproduce, display, transmit and distribute your advertisements and URL’s; and (iv) your advertisements, URL(s) and Web site(s) do not violate any trademarks, copyrights, trade names or other intellectual property rights or privacy rights of any third party and will not, in any state or country where the advertisement is displayed (a) violate any criminal laws or third party rights giving rise to civil liability or (b) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your URL(s)’ (i) complies with all laws and regulations in any state or country where the is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) does not contain any unlawful, harmful, false, misleading, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, violate the rights of others, or otherwise violate any applicable local, state, national or international law, or that violate or infringe upon the rights of any third party, including intellectual property rights. You will be responsible for any claim arising from any material that You post or transmit via your Web site(s) and You will not hold AdMedian liable or responsible for the activities of visitors who access your Web site(s) via the AdMedian Program. You also agree that AdMedian may rely on any communications made by You to AdMedian, including any revisions to the URLs, which are made using your user name and password, and AdMedian may assume that all such communications are authorized by you.
  8. Indemnification: You agree to indemnify, defend and hold AdMedian and its divisions, affiliates, employees, agents attorneys, contractors and representatives harmless from and against any liability, losses, costs, damages or expenses (including attorneys’ fees) resulting from claims or actions arising out of or in connection with your advertisements, URL(s) and Web site(s) and all content contained therein, your use of the AdMedian Program, and breach of any agreement, obligation, covenant, representation or warranty set forth in this Agreement, including, without limitation, any third party claims for infringement of copyright, trademark or other intellectual property rights and violation of rights of privacy. You agree that You are solely responsible for defending any claim and for payment of damages and losses resulting from the foregoing to both third parties and AdMedian.
  9. No Warranties: THE ADMEDIAN PROGRAM IS PROVIDED ON AN “AS IS” BASIS, AND ADMEDIAN MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  10. Limitation of Liability; Force Majeure: In no event shall AdMedian be liable for any act or omission, or any even directly or indirectly resulting from any act or omission of Advertiser, or any third parties (if any). EXCEPT FOR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR OTHER 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. NEITHER ADMEDIAN NOR ANY OF ITS DIVISIONS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSEES SHALL BE LIABLE TO ADVERTISER OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT THIS AGREEMENT, ADVERTISER’S ACCESS OR USE OF, OR ITS INABILITY TO ACCESS OR USE, THE ADMEDIAN PROGRAM OR BREACH OF ANY WARRANTY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADMEDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.ADMEDIAN SHALL NOT BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY URL OR WEBSITE DUE TO SYSTEMS FAILURE OR MALFUNCTION, TECHNOLOGICAL FAILURE OR MALFUNCTION OF THE ADMEDIAN NETWORK OF SITES OR THE WEB, OR ANY OTHER CIRCUMSTANCES OUTSIDE OF ADMEDIAN’S CONTROL. ADMEDIAN WILL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OF THE URL BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND/OR TAMPERING BY HACKERS. ADMEDIAN’S LIABILITY FOR ANY FAILURE TO POSITION/PLACE A URL OR FOR ANY ERROR IN ANY URL SHALL NOT EXCEED THE AMOUNT PAID TO ADMEDIAN BY YOU FOR THE ADVERTISEMENTGIVING RISE TO 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. Ownership: The materials used and displayed on the AdMedian Web site, including but not limited to text, software, algorithms, applications, graphics, illustrations, trademarks and service marks, are the property of AdMedian or its affiliates or licensors, unless otherwise indicated, and are protected by patent, copyright, trademark and other intellectual property laws. You shall retain all right, title and interest in and to any multimedia images, graphics, text, data or other objects (“Your Content”) originated by, or transmitted from, You to the Company. During the term of this Agreement, You grant AdMedian an exclusive license to use the Your Content for the purpose of this Agreement.
  12. General: This Agreement shall be governed by the laws of the State of Minnesota, without taking into effect its choice of law rules. Any dispute with respect hereto shall be resolved in the Dakota County, Minnesota, district court, and You hereby consent to the exclusive jurisdiction of such court over you. This 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. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. 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. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to AdMedian.

BY CLICKING ON THE I HAVE READ THE TERMS OF SERVICE AND SAVE BUTTONS DURING REGISTRATION, THE PERSON DOING SO REPRESENTS AND WARRANTS THAT (i) HE OR SHE IS 18 YEARS OF AGE OR OLDER; (ii) HE OR SHE HAS THE POWER AND AUTHORITY TO BIND ADVERTISER; (iii) ADVERTISER HAS READ AND UNDERSTANDS THIS AGREEMENT; AND (iv) ADVERTISER ACCEPTS THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOURAGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT.PURSUANT TO ANY APPLICABLE STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS, INCLUDING WITHOUT LIMITATION THE UNITED STATES ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, P.L. 106-229 OR OTHER SIMILAR STATUTES, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES,POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE APPLICATION OF SERVICES OFFERED BY AdMedian LLC FURTHER, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, OR TO PAYMENTS OR THE GRANTING OF CREDITS BY OTHER THAN ELECTRONIC MEANS.

© AdMedian LLC 2003-. All Rights Reserved

TOP OF PAGE

Publishers’ Terms of Service

Please read this Agreement. These terms of service (“Agreement”), together with an Insertion Order, if any, constitute a binding contract between You and AdMedian LLC (“AdMedian”). “You,” “Your” or “Partner” means the person or legal entity which registers for the AdMedian Partner Network Program (“PNP”) on the AdMedian LLC website, and/or any agent acting on your behalf, which shall also be bound by this Agreement. (Note: this Agreement’s use of the terms “Partner” and “Partner Network Program,” is not intended to create, nor will it be construed to create, a partnership, joint venture, principal/agent, or other like relationship between You and AdMedian).

The PNP is a program which enables you to make money from the traffic to your domains, web sites and associated URLs (collectively, “Web Site(s)”). You can monetize your Web Site(s) traffic in five ways. First, you can park your domains on AdMedian’s servers (“Domain Parking”). When a visitor comes to your parked Web Site(s), the PNP displays targeted search results on that site. If a visitor then validly clicks on a search result, you earn revenue. Second, by placing a PNP search box on your Web Site(s) (“Search Box”). When a visitor comes to your Web Site(s) and conducts a search on the PNP search box, the PNP displays search results on an AdMedian hosted web page. If a visitor validly clicks on a search result, you earn revenue. The third way is to place a PNP search box on your Web Site(s) which, when used to search by a visitor, results in a display of search results on a web page that is hosted on your Web Site(s). If a visitor validly clicks on a search result, you earn revenue. Fourth, you can monetize your Web Site(s) traffic with targeted content text banner advertisements with Ad|Shots™ thumbnail screen shots showing advertisers’ landing pages. Finally, you can use the PNP to show regular banner graphic advertising on your Web Site(s). AdMedian uses a proprietary click risk management technology to ensure that its advertising and search clients only pay for valid visits to your Web Sites. The use of this technology ensures that you are paid for real, not inflated, traffic and results.

By registering for the PNP Network, and if and when You are accepted into the PNP, You are entering into and are bound by this Agreement. AdMedian reserves the right to change this Agreement at any time and from time to time by posting such changes in this area, and your continued participation in the PNP following such changes constitutes your consent to such changes.

  1. No Eligibility for Partners engaging in Prohibited Practices: AdMedian wants only solid, upstanding Partners for its PNP. You are not eligible to participate in the PNP, or, if accepted into the PNP, to continue such participation, if you or any of your Web Sites: (a) offers substances, services, products or materials that are illegal in any locale, state or country where the Web Site(s) is displayed, or engages in any other illegal or fraudulent business practice under the laws of any locale, state or country where the Web Site(s) is displayed; (b) violates any trademarks, copyrights, trade names or other intellectual property rights or privacy rights of any third party in any state or country where the Web Site(s) is displayed; (c) violates any criminal laws or third party rights giving rise to civil liability; (d) encourages conduct that would violate any criminal or civil law; (e) contains any unlawful, harmful, false, misleading, threatening, abusive, harassing, defamatory, obscene, hateful or otherwise objectionable material of any kind, including, but not limited to, child pornography, and material which encourages conduct that would constitute a criminal offense, violates the rights of others, results in civil liability, or otherwise violates any applicable local, state, national or international law, or that violates or infringes upon the rights of any third party, including intellectual property rights; (f) participates in or transmits inappropriate postings or spam, or displays PNP advertising in commercial email; (g) provides incentives of any kind which ask, entice, encourage or require your Web Site(s) visitors to click on advertisements or search boxes supplied through the PNP; (h) uses any artifice or method to artificially and/or fraudulently inflate the volume of clicks, impressions or searches, including, but not limited to: browser auto-spawning, spidering your own Web Site(s), automatically redirecting visitors, blind text links, framing the destination of an advertisement, or any other technique to generate automatic click-throughs, impressions or searches; (i) generates traffic to your Web Site(s) by listings on newsgroups, bulk e-mailing, spamming, icq postings, chat room postings, internet relay chat postings, using i-frames or 0 pixel frames, hit bots, java scripts, click bots, spiders, cgi-scripts, or any other equivalent methods; (j) redirects visitors away from the search results page; (k) engages in any action or practice that reflects poorly on AdMedian or the PHP, or otherwise disparages or devalues the reputation or goodwill of the same; (l) distributes, or allows to be distributed, from any Web Site(s) that participates in the PNP, so-called “Spyware” (i.e. any application that covertly gathers visitor data and transmits it through the visitor’s Internet connection other than information (i) reasonably gathered in connection with services or information provided by the software provider to such visitors, or (ii) that is not associated with personally identifiable information); (m) distributes, or allows to be distributed, from any Web Site(s) that participates in the PNP, so-called “Adware” (i.e. any application that (i) causes advertising to pop-up as a new window (over or under the active window) on the visitor’s computer either randomly or based on the visitor’s online activity (other than advertisements you serve to visitors to your Web Site(s) while those customers are visiting or exiting such sites) or (ii) is used to distribute Spyware), unless the visitor or the owner of the computer used by the visitor has given his or her informed consent to install the Adware prior to the installation process; (n) implements or allows so-called "drive-by downloads" to occur from any Web Site(s) that participates in the PNP (i.e. implementing or allowing any software installation process or procedure to be initiated as the direct or indirect result of a w view at a Web Site(s) that participates in the PNP unless the visitor has given his or her informed consent to the download immediately prior to the initiation of the process or procedure); or (o) take any action, or enable or allow any third party to, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the PNP or AdMedian; (collectively, these activities or conditions are referred to herein as “Prohibited Practices”). If you participate in the Domain Parking or Search Box parts of the PNP, Prohibited Practices for that part of your participation also include: (i) hosting the search results page; (ii) modifying or changing the appearance or order of the information shown on the search results page; (iii) provide a search results page that varies in any way from the page served to the visitor by the PNP; (iv) displaying graphical or text units in any form (including but not limited to pop-up or pop-under windows, expanding buttons or animation) that block or otherwise inhibit the accurate and complete display of the search results to the visitor; and (v) capture, cache or store any search results. You must not engage in or cause, or allow your Web Site(s) or any third party to engage in, any Prohibited Practices, after your acceptance into the PNP. Engaging in, or causing or allowing your Web Site(s) or any third party to engage in, any Prohibited Practices will result in immediate termination of your right to participate in the PNP.
  2. Characteristics of Eligible Web Site(s): For You to be eligible to participate in the PNP, your Web Site(s) must have the following characteristics: (a) be a fully functional, content-based web site (no “under construction” sites) and (b) be a top-level domain, as that term is defined by ICANN.
  3. Your Responsibilities: You are responsible for knowing and complying with the terms of this Agreement, and ensuring that your Web Site(s) are not used for any Prohibited Practices. AdMedian is not responsible for anything regarding your Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, warranty service, payment processing, shipping, cancellations or returns. You are required to supply AdMedian with your Web Site(s) visitor's IP with the query to allow AdMedian to serve geo-locatable content.
  4. Right of Refusal: AdMedian, in its sole discretion and for any reason or no reason, may refuse to allow You or your Web Site(s) to participate in the PNP.
  5. Approved Web Site(s): Your Web Site(s) must be approved by AdMedian before You may participate in the PNP. You can have more than one Web Site in the PNP. You may place AdMedian code on all approved Web Site(s). You shall immediately advise AdMedian of any changes to any approved Web Site(s).
  6. No Guarantee: AdMedian makes no guarantee regarding the amount or number of views or click-throughs for any advertisement placed on your Web Site(s) through, or regarding the number of searches performed on your Web Site(s) using, the PNP. AdMedian does not guarantee, and assumes no liability in the event, that the PNP is not operational at all times, and does not guarantee that the PNP will not experience disruptions or outages from time to time. AdMedian may cancel or suspend the PNP at any time and or any reason or no reason.
  7. Payment: For your participation in the PNP, AdMedian will pay you a portion of Gross Revenue. “Gross Revenue” means the amounts actually received by AdMedian as a result of valid visits to your Web Site(s) viewing or clicking through advertising supplied by, or searching using, the PNP, less any amount the AdMedian determines, using its proprietary click fraud detection technology (“Click Risk Management”), was the result of click fraud or other improper activities, and any other reasonable adjustments made by AdMedian in its sole discretion. Your portion of Gross Revenue will vary depending on which part(s) of the PNP you participate in, the number of valid visits to your Web Site(s), your individual advertising and search click-through rates, the origin of your traffic (we only pay for traffic originating from certain countries) and the revenue generated per click. AdMedian will pay to you your earnings for participating in the PNP, on or before 30 days after the last day of the month in which such earnings were generated, but only if at the end of that month your account balance exceeds one hundred (100) U.S. dollars. If your account balance does not exceed $100 on that date, AdMedian will carry over the balance to the next month in which your balance does exceed $100. If you fail to keep your account profile address current, AdMedian will not be responsible for late or mis-delivered payments. AdMedian will not pay you for any activity other than valid visits to your Web Site(s) that results in an end user viewing or clicking through advertising supplied by, or searching using, the PNP. A valid visit is occurs when a non-automated visitor originating from a unique IP visits your Web Site(s). Valid visits do not include those arising from artificial traffic, such as spiders, crawlers and e-mail harvesters, incentivized traffic and more than one click or search emanating from the same unique IP address to the same unique URL within a one day period. In the event you breach or otherwise fail to comply with any provision of this Agreement, or if the statistics for your Web Site(s) show dubious and/or problematic visits or click-through rates, as found by AdMedian in its sole reasonable discretion, AdMedian may withhold all or part of any payments otherwise due to you. You understand and agree that it is your responsibility to pay all local, state, federal, and/or foreign taxes on income you receive from AdMedian and you agree to indemnify AdMedian from, and promptly reimburse to, AdMedian any claim or assessment of taxes by any taxing authority.
  8. AdMedian Code Integrity and Confidentiality: You shall not, in any manner or fashion, alter, sell or disclose the AdMedian insertion HTML code, and You shall not use such code on any unauthorized Web Site(s). You shall not distribute the AdMedian insertion HTML code to any location, including newsgroups, email lists, bulletin boards or chat rooms, if such distribution will result in the execution of such code without a bona fide visit to an approved Web Site.
  9. Ownership or Control of Web Site(s) Required: PNP advertisements and search boxes shall only appear on Web Site(s) that You directly own or control. Each unique Web Site shall have only one associated Partner and only Web Site(s) approved by AdMedian shall show PNP advertisements or search boxes. You may not syndicate PNP advertisements and/or search feeds to third parties or their web sites.
  10. Auto Spawning and Serving Advertisements and Search Through Downloadable Applications Prohibited: You are prohibited from engaging in any form of auto spawning. You shall not serve PNP advertisements or search boxes through downloadable applications.
  11. Allowable Statements to Encourage Click Throughs or Searches: The only allowable encouragement You may make to your users to induce them to click on an advertisement or conduct a search through the PNP is a statement placed near the advertisement or search box which says “click here to visit our sponsor” or “to visit our advertiser, click here” or “search here,” or words of similar effect.
  12. This section intentionally left blank.
  13. Origination of Advertising and Search: All advertising and search placed through the PNP must originate from AdMedian’s server to count as an impression, click or search.
  14. Unique Visitors: AdMedian will only pay for one visit per day from any IP address to any advertiser’s web site for PPC (pay-per-click) campaigns run through the PNP.
  15. Cancellation; Termination: You can cancel your account and terminate this Agreement at any time. To cancel your AdMedian account and terminate this Agreement please delete your campaign within AdMedian’s Account Management System. your account will be canceled immediately. Upon termination for any reason, Sections 8, 15, 17, 18, 19, and 24 of this Agreement shall survive termination for a period of four years from the date of termination. AdMedian may at any time and for any reason, in its sole discretion cancel your participation in the PNP, including the occurrence of any in any Prohibited Practices, or in the event You breach or otherwise fail to comply with any provision of this Agreement. AdMedian will notify You via email of any such termination or cancellation, which shall be effective immediately. Upon your termination from the PNP, You shall immediately remove all AdMedian-sourced HTML insertion codes from all Web Sites(s) where You have inserted such codes. In the event of termination, except as otherwise herein provided, You will be paid, on the next scheduled payment date, all earnings accrued and unpaid as of the termination date.
  16. Publicity: You grant AdMedian permission to refer to You and your Web Site(s) in its marketing activities.
  17. Representations and Warranties: You represent and warrant that (i) You are authorized to enter into this Agreement and to make available to AdMedian the ability to place advertisements and search capabilities on your Web Site(s) through the PNP; (ii) all of the information provided by You to AdMedian to enroll in the PNP is correct and current; (iii) You are the authorized owner or representative of the Web site(s) which You register with the PNP, and You hold all rights to permit AdMedian to display, transmit and distribute advertisements and search capabilities to your Web Site(s). You further represent and warrant that You and your Web Site(s) (i) comply with all laws and regulations in any state or country where it is displayed; (ii) does not breach and You have not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (iii) does not engage in any Prohibited Practices. You will be responsible for any claim arising from any material that You post or transmit via your Web site(s) and You will not hold AdMedian liable or responsible for the activities of visitors who access your Web site(s) and view advertisements or use search capabilities through the PNP. AdMedian may rely on any communications made by You to AdMedian which are made using your user name and password, and AdMedian may assume that all such communications are authorized by you.
  18. Indemnification: You will indemnify, defend and hold AdMedian and its divisions, affiliates, managers, officers, employees, agents, attorneys, contractors. representatives, licensors and licensees, harmless from and against any liability, losses, costs, damages or expenses (including attorneys’ fees) resulting from claims or actions arising out of or in connection with your Web site(s) and all content contained therein, your use of the PNP, and breach of any agreement, obligation, covenant, representation or warranty set forth in this Agreement, including, without limitation, any third party claims for infringement of copyright, trademark or other intellectual property rights and violation of rights of privacy. You agree that You are solely responsible for defending any claim and for payment of damages and losses resulting from the foregoing to both third parties and AdMedian.
  19. No Warranties; Limitation of Liability: THE PNP IS PROVIDED ON AN “AS IS” BASIS, AND ADMEDIAN MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADMEDIAN PROVIDES NO WARRANTY THAT THE PNP WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL ADMEDIAN BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVEN DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION OF PARTNER, OR ANY THIRD PARTIES (IF ANY). ADMEDIAN ASSUMES NO LIABILITY, EXPRESSED OR IMPLIED, FOR ANY DOWNTIME FOR ANY REASON. EXCEPT FOR THE PARTIES’ INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREIN, 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. FURTHER, NEITHER ADMEDIAN NOR ANY OF ITS DIVISIONS, AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR LICENSEES SHALL BE LIABLE TO PARTNER OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT THIS AGREEMENT, YOUR ACCESS OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PNP OR BREACH OF ANY WARRANTY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADMEDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADMEDIAN SHALL NOT BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ITS WEBSITE OR THE PNP DUE TO SYSTEMS FAILURE OR MALFUNCTION, TECHNOLOGICAL FAILURE OR MALFUNCTION OF THE ADMEDIAN WEB SITE OR THE WEB, OR ANY OTHER CIRCUMSTANCES OUTSIDE OF ADMEDIAN’S CONTROL. ADMEDIAN WILL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OF YOUR WEB SITE(S) BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND/OR TAMPERING BY HACKERS. ADMEDIAN’S TOTAL LIABILITY FOR ANY FAILURE OF THE PNP OR FAILURE TO POSITION/PLACE/EXECUTE AN ADVERTISMENT OR SEARCH ON YOUR WEB SITE(S) OR FOR ANY ERROR IN ANY SUCH ADVERTISEMENT OR SEARCH, SHALL IN NO EVENT EXCEED THE AMOUNT THEN DUE TO YOU UNDER THIS AGREEMENT. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. BOTH PARTIES WAIVE APPLICATION OF THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
  20. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. §§2701-2711): ADMEDIAN DOES NOT GUARANTY THE CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE ADMEDIAN WEB SITE OR ANY WEB SITE LINKED TO THE WEB SITE. ADMEDIAN WILL NOT BE LIABLE FOR THE PRIVACY OF THE INFORMATION, E-MAIL ADDRESSES, REGISTRATION AND IDENTIFICATION INFORMATION, DISK SPACE, COMMUNICATIONS, CONFIDENTIAL OR TRADE-SECRET INFORMATION, OR ANY OTHER CONTENT TRANSMITTED OVER NETWORKS ACCESSED BY THE WEB SITE, OR OTHERWISE CONNECTED WITH YOUR USE OF THE ADMEDIAN WEB SITE.
  21. 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.
  22. Ownership: The materials used and displayed on the AdMedian Web Site(s) or through the PNP, including but not limited to text, software, algorithms, applications, graphics, illustrations, trademarks and service marks, are the proprietary property of AdMedian or its affiliates or licensors, or the advertisers with whom AdMedian contracts, unless otherwise indicated, and are protected by patent, copyright, trademark and other intellectual property laws.
  23. Privacy Policy: AdMedian’s Privacy Policy sets forth how we use and collect information from you. Please read the privacy policy, which can be found on the AdMedian Web Site.
  24. General: This Agreement shall be governed by the laws of the State of Minnesota, without taking into effect its choice of law rules. Any dispute with respect hereto shall be resolved in the Dakota County, Minnesota, district court, and You hereby consent to the exclusive jurisdiction of such court over you. This 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. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. 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. Partner shall not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to AdMedian. This Agreement is made solely for the benefit of the parties thereto, and no other person or entity shall have or acquire any rights under or by virtue of this Agreement. You acknowledge and agree that You are an independent contractor and shall You shall not look to AdMedian as an employer.

BY CLICKING ON THE I HAVE READ THE TERMS OF SERVICE BUTTON DURING REGISTRATION, THE PERSON DOING SO REPRESENTS AND WARRANTS THAT (i) HE OR SHE IS 18 YEARS OF AGE OR OLDER; (ii) HE OR SHE HAS THE POWER AND AUTHORITY TO BIND PARTNER; (iii) PARTNER HAS READ AND UNDERSTANDS THIS AGREEMENT; AND (iv) PARTNER ACCEPTS THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT. PURSUANT TO ANY APPLICABLE STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS, INCLUDING WITHOUT LIMITATION THE UNITED STATES ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, P.L. 106-229 OR OTHER SIMILAR STATUTES, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY ADMEDIAN LLC FURTHER, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY STATUTES, REGULATIONS, RULES, ORDINANCES OR OTHER LAWS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, OR TO PAYMENTS OR THE GRANTING OF CREDITS BY OTHER THAN ELECTRONIC MEANS.

© AdMedian LLC 2003-. All Rights Reserved

TOP OF PAGE
© AdMedian LLC 2003-. All Rights Reserved | Privacy | Terms