- RESTRICTIONS
User (whether a publisher, advertiser, end user, person, or otherwise) 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, pornographic, abusive, offensive or otherwise violates
any law or right of any third party. If User is a publisher, User shall not, and
shall not authorize or encourage any third party to generate fraudulent impressions
of or fraudulent clicks 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 fraudulent use of other search engine
optimization services and/or software. Company reserves the right to remove any
Content from the Site or Montavo system at any time, or to terminate User's right
to use the Services or access the Site or system, 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 Company is concerned that User may have breached
the terms of this paragraph), or for no reason at all, subject to the provisions
of paragraph 13 ("Termination"). User is responsible for all of its activity in
connection with the Services and accessing the Site. User may not post or transmit,
or cause to be posted or transmitted, any communication or solicitation designed
or intended to obtain password, account, or private information from any Company
user. User shall not use any part of the Site or Services to violate the security
of any computer network, crack passwords or security encryption codes, transfer
or store material that is deemed threatening or obscene, or engage in any kind of
illegal activity. User will not run Mail list, Listserv, any form of auto-responder,
or "spam" on the Site or Services, or any processes that run or are activated while
the User is not logged in.
- IMPLEMENTATION
Users who are publishers may list assets including but not limited to mobile sites,
applications, and device platforms ("Mobile Properties") and make them available
for advertisement. Users who are publishers hereby grant Company the right to access,
index and cache requests made from User's Mobile Property to the Service, including
by automated means. Users who are advertisers may produce content including but
not limited to text links, banners, videos, and graphics ("Advertisements") for
display on a publisher's Mobile Property including Montavo system property. User
agrees to comply with the technical specifications provided by Company to enable
proper display of the Advertisements in connection with the Services.
- COMMUNICATIONS SOLELY WITH COMPANY
User agrees to direct to Company and not to any advertiser or publisher, as the
case may be, all communications regarding any matter arising out of User's use of
the Services. Without limiting the foregoing, User shall not initiate any communication
of any kind that encourages, solicits, induces, diverts, entices or otherwise takes
away from Company the business or patronage of an advertiser or publisher of Company.
- CONTENT
- All materials displayed or performed on or accessible through the Site or Services
(including, but not limited to text, graphics, articles, photographs, images, illustrations,
audio clips and video clips, also known as the "Content") are protected by copyright.
The term "Content" as used herein specifically includes any advertising or other
content made available or submitted by any advertiser and any website or other content
published by or associated with any publisher. User shall abide by all copyright
notices, information, and restrictions contained in any Content accessed in connection
with the Services.
- User acknowledges and agrees that if User uses any of the Services to contribute
or make available Content, Company is hereby granted a non-exclusive, worldwide,
royalty-free, transferable 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. To the extent allowed by law, the foregoing includes all
rights of paternity, integrity, disclosure and withdrawal and any other rights that
may be known as or referred to as "Moral Rights." To the extent User retains any
such Moral Rights under applicable law, User hereby ratifies and consents to any
action that may be taken with respect to such moral rights by Company and agrees
not to assert any Moral Rights with respect thereto.
- DISCLAIMERS
- User acknowledges and agrees that Company has no special relationship with or fiduciary
duty to User and that Company has no control over, and no duty to take any action
regarding: which users gains access to the Site or Services; what Content User accesses
or receives via the Site or Services; what Content other Users may make available,
publish or promote in connection with the Services; what effects any Content may
have on User or its users or customers; how User or its users or customers may interpret,
view or use the Content; what actions User or its users or customers may take as
a result of having been exposed to the Content, or whether Content is being displayed
properly in connection with the Services.
- Further, (i) if User is a publisher, User specifically acknowledges and agrees that
Company has no control over (and is merely a passive conduit with respect to) any
Content that may be submitted or published by any advertiser, and that User is solely
responsible (and assumes all liability and risk) for determining whether or not
such Content is appropriate or acceptable to User, and (ii) if User is an advertiser,
User specifically acknowledges and agrees that Company has no control over any Content
that may be available or published on any publisher website (or otherwise), and
that User is solely responsible (and assumes all liability and risk) for determining
whether or not such Content is appropriate or acceptable to User.
- User releases Company from all liability in any way relating to User's acquisition
(or failure to acquire), provision, use or other activity with respect to Content
in connection with the Site or Services. The Site may contain, or direct User to
sites containing, information that some people may find offensive or inappropriate.
Company makes no representations concerning any Content contained in or accessed
through the Site or Services, and 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. Company makes no guarantee regarding the
level of impressions of or clicks on any Advertisement, or the timing of delivery
of such impressions and/or clicks.
- THE SERVICES, CONTENT AND SITE 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 OR NON-INFRINGEMENT. COMPANY
DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION,
THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND USER ASSUMES ALL RISK AND RESPONSIBILITY
WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
- Electronic Communications Privacy Act Notice (18 USC 2701-2711): COMPANY MAKES NO
GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED
ON THE SITE OR ANY WEBSITE LINKED TO THE SITE OR THROUGH ANY USE OF THE SERVICES.
Company will not be liable for the privacy of e-mail addresses, phone or communication
device numbers, registration and identification information, disk space, communications,
confidential or trade-secret information, or any other Content stored on its equipment
and transmitted over networks accessed by the Site, or otherwise connected with
User's use of the Site or Services.
- REGISTRATION AND SECURITY
As a condition to using Services, User may be required to register with Company
and select a password and enter User's email address ("Company User ID"). User shall
provide Company with accurate, complete, and updated registration information. Failure
to do so shall constitute a breach of this Agreement, which may result in immediate
termination of User's account. User may not (i) select or use as a Company User
ID a name of another person with the intent to impersonate that person; (ii) use
as a Company User ID a name subject to any rights of a person other than User without
appropriate authorization. Company reserves the right to refuse registration of,
or cancel a Company User ID in its discretion. User shall be responsible for maintaining
the confidentiality of User's Company password.
- EQUIPMENT AND ANCILLARY SERVICES
User shall be responsible for obtaining and maintaining any equipment or ancillary
services needed to connect to, access the Site or otherwise use the Services, including,
without limitation, hardware devices, software, and other Internet, wireless, broadband,
phone or other communication device connection services. User shall be responsible
for ensuring that such equipment or ancillary services are compatible with the Site
and any Services and User shall be responsible for all charges incurred in connection
with all such equipment and ancillary services, including any fees charged for airtime
usage and/or sending and receiving messages or related notifications.
- INDEMNITY
User will indemnify and hold Company, its parents, subsidiaries, affiliates, officers
and employees, harmless, including costs and attorneys' fees, from any claim or
demand made by any third party due to or arising out of User's access to the Site,
use of the Services, the violation of this Agreement by User, or the infringement
by User, or any third party using the User's account, of any intellectual property
or other right of any person or entity.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES (I)
FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY USER THEREFOR; OR
(II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO
USER.
- FEES AND PAYMENT
Some of the Services require payment of fees. Company reserves the right to change
its price list and to institute new charges at any time, upon prior notice to User,
which may be sent by email or posted on the Site. If User is an advertiser, User
shall pre-pay all applicable fees, as described on or instituted in to the operation
of the Site, in connection with such Services selected by User. If User is a publisher,
User shall receive a percentage of the Net Revenue of Advertisements associated
with User's use of the Services as solely determined by Company. "Net Revenue" shall
mean revenues actually received by Company from the sale, use or other disposition
of Advertisements displayed on Publisher's Mobile Property less sales, use and excise
taxes, less any agency commissions, carrier and/or partner fees, and less any allowances
actually made or taken for returns, cash discounts or promotional allowances but
excluding other revenues indirectly earned, if applicable, for consulting, planning
and targeting, copywriting, site building, account management or technical modifications
or technical innovations which may be charged by Company to third parties from time
to time. The portion of Net Revenue received by User shall be determined no more
than quarterly and those revenues accrued to User's account thirty (30) or more
days after shall become eligible to be paid. Payments to User shall be sent by Company
only if User's earned balance is greater than or equal to $20USD (Twenty Dollars,
US). If User's earned balance is less than $20USD, no check or payments shall be
sent until the following payment period, on the first day of which Company shall
make the aforesaid determination anew. In addition, if User is a publisher, User
agrees that any payments that may become due to User (as described on the Site)
are specifically conditioned upon Company's receipt of full payment from the applicable
advertiser. If Company does not receive the applicable payment in full from any
such advertiser, Company shall have no liability or responsibility to User (and
User hereby releases Company) with respect thereto. If User disputes any payment
made in connection with the Services, User must notify Company in writing within
thirty (30) days of any such payment. Failure to so notify Company shall result
in the waiver by User of any claims related to such disputed payment. Payment shall
be calculated solely based on records maintained by Company. No other measurements
or statistics of any kind shall be accepted by Company or have any effect under
this Agreement. Company shall not be liable for any payment based on (i) 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 Company; (ii) impressions commingled with a significant number of
fraudulent impressions or fraudulent clicks described in (i) above; or (iii) any
breach of this Agreement by User. To ensure proper payment, User is solely responsible
for providing and maintaining accurate contact and payment information associated
with User's account and Company User ID. User agrees to pay all applicable taxes
or charges imposed by any government entity in connection with User's use of the
Services.
- FRAUDULENT PLACEMENT OF ADVERTISEMENTS ON THE MONTAVO SERVICE AND OR SYSTEM
For anyone/person/persons and or entity that on the Montavo service and or system
places an advertisement that they are not as determined by that said business listed
in the Montavo data base that the advertisement is place under and or place any
kind of a advertisement published to a non-existent and or fraudulent business listing
on the Montavo data base, Montavo reserves the right to, strictly for Montavo revenue,
immediately charge the card of file for the account and or invoice those said “anyone/person/persons
and or entity” $5,000 USD for each advertisement view sent out. Additionally said
“anyone/person/persons and or entity” agrees here to fully indemnify Montavo and
all its officers and directors, and other partner companies and fully pay all costs
associated with any legal action taken by any person, persons, and or entity from
said false advertisement placed.
- OTHER POLICIES
- In the course of using the Site or Services, User may be asked to provide certain
personally identifiable information to Company (such information referred to hereinafter
as "User Information"). Company's information collection and use policies with respect
to such User Information are set forth in the Site's Privacy Policy which is incorporated
herein and or posted on the Montavo Web site by reference for all purposes. User
acknowledges and agrees that User is solely responsible for the accuracy and content
of its User Information. Company cannot and does not guarantee the security of any
of the User Information that a User transmits online.
- 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 User breaches any
of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable
and non-cancelable. Upon termination of the User's account, User's right to use
the Services will immediately cease and User will remove all Company code from User's
Mobile Properties. All provisions of this Agreement which by their nature should
survive termination shall survive termination, including, without limitation, ownership
provisions, warranty disclaimers, and limitations of liability.
- REPRESENTATIONS AND WARRANTIES
If User is a publisher, User represents and warrants to Company that (i) User is
the owner of each Mobile Property User designates in connection with the use of
Services or that User is legally authorized to act on behalf of the owner of such
Mobile Property for the purposes of this Agreement, and (ii) User has all necessary
right, power and authority to enter into this Agreement and to perform the acts
required of User hereunder. User further represents and warrants to Company that
each of User's Mobile Properties and any material displayed therein: (a) comply
with all applicable laws, statutes, ordinances and regulations; (b) 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 (c) are not hate-related in content. If User is an advertiser, User represents
and warrants to Company that (i) User is the owner of each Advertisement User designates
in connection with the use of Services or that User is legally authorized to act
on behalf of the owner of such Advertisement for the purposes of this Agreement,
and (ii) User has all necessary right, power and authority to enter into this Agreement
and to perform the acts required of User hereunder. User further represents and
warrants to Company that each of User's Advertisements and any material displayed
therein: (a) comply with all applicable laws, statutes, ordinances and regulations;
(b) 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 (c) are not hate-related in content.
- MISCELLANEOUS
The failure of either party to exercise in any respect any right provided for herein
shall not be deemed a waiver of any further rights hereunder. Company shall not
be liable for any failure to perform its obligations hereunder where such failure
results from any cause beyond 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 in full force and effect and enforceable. This Agreement is not
assignable, transferable or sub licensable by User except with Company's prior written
consent. This Agreement shall be governed by and construed in accordance with the
laws of the state of Washington in the United States of America 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 a 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 User does not have any authority of any kind to
bind Company in any respect whatsoever.