ADBasic - Terms and Conditions

ADBASIC

Subscriber Regulations & Terms of Service

Before using the services offered by ADBASIC, read this and if in agreement with the terms and conditions acknowledge using the "I accept" button. If you do not agree with the stated terms and conditions do not accept. Acceptance is limited to the below listed terms of service.

The web pages at www.adbasic.net and all linked pages unless indicated otherwise "site" are owned and operated by Adbasic (company) and are accessed by the (subscriber) under the below listed terms and conditions.

IMPLEMENTATION

Subscriber agrees to conform with the distinct specifications provided by company to allow for proper display of the advertisements for the services, including without limits by not modifying the software programming provided to the subscriber by the company.

SERVICES ACCESS

According to the terms and conditions of this Agreement, the company may offer to provide particular services that relate to coordinating the purchase and sale of internet advertisements by bringing together internet advertisers and publishers as described on the site, and which are selected by the subscriber as explained on the site services. The company may change, pause or stop the services or the subscriber's access to such, at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. The company reserves the right to refuse to allow access to the services of the subscriber at any time. The company also reserves the right, to modify this Agreement at any time by posting a notice on the site, or by sending a subscriber email or by post.

Use of services by the subscriber following such notification indicates the subscriber's acceptance of the modified terms and conditions. The subscriber certifies that the subscriber is an individual of at least 18 years of age. The subscriber also certifies that he or she is legally permitted to use the services and access the site, and takes full responsibility for the selection and use of services. This agreement is void where prohibited by law. The right to access to the site is revoked in such jurisdictions.

CONTENT

The site and its contents are protected by U.S. and international copyrite laws and are intended solely for the use of subscribers and may be used only in accordance with the terms of this agreement with the authorized use of the services. All materials displayed or performed on or accessible through the site or services or content. The term "content" as used herein includes any advertising or other content made available or submitted by any advertiser and any website or other content published by any advertiser and any website or other content published by or associated with any publisher. The subscriber shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the services. The subscriber acknowledges and agrees that if the subscriber uses any of the services to contribute or make available content, the company is hereby granted a non-exclusive, worldwide, royalty-free, transferrable right to fully exploit such content (including all related intellectual property rights) and to allow others to do so in connection with the services and the site.

COMMUNICATIONS

Communications will be solely with the company. The subscriber agrees to direct to the company and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of the subscribers use of services.

DISCLAIMERS

The subscriber acknowledges and agrees that the company

has no special relationship with or fiduciary duty to the subscriber and that the company has no control over, and no duty to take any action regarding: which users gain access to the site or services, what content the the subscriber accesses or receives via the site or services, what content other subscribers make available, publish or promote in connection with the services. Also, what effects any content may have on the subscriber or it's users or customers, how the subscriber or it's users or customers may interpret, view or use the content, what actions the subscriber or it's users or customers may take as a result of having been exposed to the content, or whether the content is being displayed properly in connection with the services.

If a subscriber is a publisher, he acknowledges and agrees that the company has no control over any content that may be submitted or published by any advertiser, and that subscriber is solely responsible and assumes all liablility and risk for determining whether or not such content is appropriate or acceptable to the subscriber.

If a subscriber is an advertiser, the subscriber acknowledges and agrees that the company has no control over any content that may be available or published on any publisher website, and that subscriber is solely responsible and assumes all liability and risk for determining whether or not such content is appropriate or acceptable to the subscriber.

The subscriber releases the company from all liability in any way relating to subscriber's acquisition, provision, use or other activity with respect to content in connection with the site or services. The site may contain or direct the subscriber to sites containing information that some people may find offensive or inappropriate. The company makes no representations concerning any content contained in or accessed through the site or services, and the company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the site or services.

The company makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing or delivery of such impressions or clicks, or the amount of payment to be made to the subscriber in connection with the services.

The services, content and site are provided on an as is basis, without any warranties, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. The company does not warrant the results of use of the services, including, without limitation, the results of any advertising campaign, and subscriber assumes all risk and responsibility with respect. Some states do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to the subscriber.

The Electronics Communications Privacy Act Notice (18USC 2701-2711). The company makes no guaranty of confidentality or privacy of any communication or information transmitted on or through the the site, services or any website linked to the site. The company will not be liable for the privacy of email addresses, registration and identification, disk space, communications, confidential or trade-secret information, or any other content stored on the company's equipment, transmitted over networks accessed by the site, or otherwise connected with the subscriber's use of the services.

RESTRICTIONS

The subsciber warrants, represents and agrees that it will not contribute, submit or make available through the services, or use the services in connection with, any content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party.

If the subscriber is a publisher, the publisher shall not, and shall not authorize or encourage any third party to:

Generate fraudelent impressions of or fraudelent clicks on any on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and or computer generated search requests and or the fraudelent use of other search engine optimization services and or software.

Edit, modify, filter or change the order of the information contained in the advertisement in any way.

Redirect an end user away from any web page accessed by an end user after clicking on any part of an Advertiser Page, provide a version of the advertiser page different from the page the end user would access by going directly to the page or intersperse any content between the advertisement and the advertiser page.

Display any advertisements on any error page, registration or thank you page. The company reserves the right to remove any content from the site at any time, or to terminate the subscriber's right to use the services or access the site for any reason. This includes, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if the company is concerned that the suscriber may have breached the terms of this paragraph, or for no reason at all, subject to the provisions of paragraph 14, termination. The subscriber is responsible for all of it's activity in connection with the services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of the subscriber's right to use the services or to access the site. Use of the site or services to violate the security of any computer network, crack passwords or security encription codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activities prohibited.

The subscriber will not run Maillist, Listserv, any form of auto-responder, or spam on the site or any processes that run or are activated while the subscriber is not logged in.

INDEMNITY

The subscriber will indemnify and hold the company, it's parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorney's fees, from any claim or demand made by any third party due to or arisng out of the subscriber's access to the site or use of services, the violation of this agreement by the subscriber, or the infringement by the subscriber, or any third party using the subscriber's account, of any intellectual property or other right of any person or entity.

REGISTRATION AND SECURITY

As a condition to using services, the subscriber may be required to register with the company and select a password and subscriber name "company user ID".

The subscriber shall provide the company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this agreement, which may result in termination od subscriber's account.

The subscriber may not:

Select or use as a company user ID a name of another person with the intent to impersonate that person.

Use as a company user ID a name subject to any rights of a person other than the subscriber without appropriate authorization.

Register for the services using more than one company user ID. The company reserves the right to refuse registratiion of, or cancel a company user ID in it's discretion. The subscriber shall be responsible for maintaining the confidentiality of the subscriber's company password.

Please review the company's copyright dispute policy. If the subscriber believes that material or content residing on or accessible through the site or services infringes a copyright. Please review the company's privacy policy for information regarding the company's policies and practices regarding the use of subscriber personal information.

LIMITATION OF LIABILITY

In no event shall the company be liable with respect to the site or services for any amount in the aggregate in excess of the fees paid by the subscriber for any indirect, incidental, punitive, or consequential damages of any kind whatsoever. Some states or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to the subscriber.

FEES AND PAYMENTS

Services require payment of fees. Subscriber shall pay all applicable fees, as described on the site in connection with such services as selected by the subscriber. The company reserves the right to change it's price list and to institute new charges at any time, upon prior notice to the subscriber, which may be sent by email or posted on the site.

If the subscriber ia a publisher, the subscriber shall receive as a payment a percentage of the sale price of advertisements displayed in connection with the subscriber's website as determined by the company for the subscriber's use of services. The subscriber's payable revenue shall be determined on the first day of each month, on which day those revenues accrued to the subscriber's account 60 or more days earlier shall become eligible to be paid. Payments to the subscriber shall be sent by the company within approximately 10 days of the previous calendar month end, if the subscriber's earned balance is greater than or equal to the subscriber's minimum check amount. If the subscriber's earned balance is less than the subscriber's minimum check amount, no check will be sent and the company shall make the determination a new on the first day of the following month.

In addition, if the subscriber is a publisher, the subscriber agrees that:

Any payments that may become due to the subscriber are specifically conditioned upon the company's receipt of full payment from the applicable advertiser, and that any such payments do not become due to the subscriber until 60 days after the company's receipt of full payment from the applicable advertiser.

If the company does not receive the applicable payment in full from any such advertiser, or company's payment from advertiser is later reversed at any time the company shall have no liability or responsibility to the subscriber and subscriber hereby releases company with respect thereto. If the subscriber disputes any payment in connection with the services, the subscriber must notify the company in writing within 30 days of any such payment. Failure to so notify the company shall result in the waiver by the subscriber of any claims relayed to such disputed payment. Payment shall be calculated solely based on records maintained by the company. No other measurements or statistics of any kind shall be accepted by the company or have any effect under this agreement.

The company shall not be liable for any payment based on:

Any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by the company.

Advertisements delivered to end users whose browsers have Javascript disabled.

Impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in above, or as a result of another breach of this agreement by the subscriber for any applicable pay period.

The company reserves the right to withold payment or charge back the subscriber's account due to any of the foregoing or any breach of this agreement by the subscriber. In addition, if the subscriber is past due on any payment to the company in connection with the services, the company reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, the subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with the subscriber's account and company user ID. For US taxpayers, this information includes without limitation a valid US tax identification number and a fully completed form W-9. For non-US taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have US activities or a fully completed form W-8 or other form, which may require a valid US tax identification number, as required by the US tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. The subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with the subscriber's use of the services. Note, Adbasic may debit any account to offset a negative balance in another account, or to pay any amounts that are past due for a period of 180 days.

CONFIDENTIALITY

The subscriber agrees not to disclose company confidential information without the company's prior written consent. Company condidential information includes:

All company software, technology, programming, technical specifications, materials, guidelines and documentation the subscriber learns, develops or obtains that relate to the site services.

Click through rates or other statistics relating to site performances in the services provided to the subscriber by the company.

Any other information designated by the company as confidential or any designation to the same effect. Company Confidential Information does not include information that has become publicly known through no breach by company or subscriber, or information that has been:

Independently developed without access to company confidential information as evidenced in writing.

Rightfully received by the subscriber from a third party.

Required to be disclosed by law or a government authority.

TERMINATION

Either party may terminate the services at any time by notifying the other party by any means. Company may also terminate or suspend any and all services and access to the site immediately, without prior notice or liability, if the subscriber breaches any terms or conditions of this agreement. Any fees paid hereunder are non- refundable and non-cancelable. Upon termination of the subscriber's account, the subscriber's right to use the services immediately cease and the subscriber shall remove all company HTML code from the subscriber's website. All provisions of this agreement which by their nature should survive termination shall survive termination, including without limitation, warranty disclaimers and limitations of liability.

INFORMATION RIGHTS

The company may retain and use for it's own purpose all information the subscriber provides, including but not limited to site demographics and contact and billing information. The subcriber agrees that the company may transfer and disclose to third parties personally identifiable information about the subscriber for the purpose of approving and enabling the subscriber's participation in the services. This includes third parties that reside in jurisdictions with less restrictive data laws than the subscriber's own jurisdiction.

The company disclaims all responsibility and will not be liable to the subscriber for any disclosure of that information by any such third party. The company may share aggregate (not personal) information about the subscriber with advertisers, publishers, sponsors and other third parties.

The subscriber grants the company the right to access, index and cache the subscriber's website, or any portion of, included by automated means, including web spiders or crawlers.

The subscriber grants to the company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing company products and services.

REPRESENTATIONS AND WARRANTIES

The subscriber represents and warrants that:

The subscriber is the owner of each website that the subscriber designates in connection with the use of services or that the subscriber is legally authorized to act on behalf of the ownerof such website for the purpose for the purpose of this agreement.

The suscriber has all necessary right, power and authority to enter into this agreement and to perform the acts required of the subscriber hereunder. The subscriber further represents and warrants that each of the subscriber's website and any material displayed therin; comply with all applicable laws, statutes, ordinances and regulations, do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort or contract theories and are not hate related in content.

MISCELLANEOUS

The failure of either party to exercise in any respect any right provided herein shall not be deemed a waiver of any further rights hereunder. The company shall not be liable for any failure to perform it's obligations where such failure results from any cause beyond the company's reasonable control.

If any provision of this agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain remain in full force and enforceable. this agreement is not assignable, transferable or sublicenseable by the subscriber except with the company's prior written consent. This agreement shall be governed by and construed in accordance with the laws of the province of Ontario, Canada without regard to the conflict of laws provisions thereof.

Both parties agree that this agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and the subscriber does not have any authority of any kind to bind the company in any respect whatsoever.