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Terms and
Conditions
PLEASE READ VERY
CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE
NETWORK TEAM, LLC ONLINE PROGRAM. PARTICIPATION IN THE NETWORK TEAM,
LLC ONLINE PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND
CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE
DO NOT REGISTER FOR OR PARTICIPATE IN THE NETWORK TEAM, LLC ONLINE
PROGRAM.
Introduction.
This agreement ("Agreement") between You and The
Network Team, LLC ("TNT, LLC") consists of these The
Network Team, LLC Online Program (the "Program")
Standard Terms and Conditions ("Terms and Conditions").
"You" or "Publisher" means any entity
identified in an enrollment form submitted by the same or affiliated
persons, and/or any agency or network acting on its (or their)
behalf, which shall also be bound by the terms of this Agreement.
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Program
Participation.
Participation in
the Program is subject to TNT, LLC prior approval and Your
continued compliance with these Terms and Conditions. TNT, LLC
reserves the right to refuse participation to any applicant or
participant at any time in its sole discretion. By enrolling in
the Program, You represent that You are at least 18 years of
age.
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Communications
Solely With TNT, LLC.
You agree to direct to TNT, LLC, and not to any advertiser, any
communication regarding any Ad(s) or Link(s) displayed in
connection with Your Site(s).
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Parties'
Responsibilities.
You are solely responsible for Your Site(s), including all
content and materials, maintenance and operation thereof, and
adherence to the terms of this Agreement, including compliance
with the Program Policies. TNT, LLC is not responsible for
anything related to Your Site(s), including without limitation
the receipt of queries from end users of Your Site(s) or the
transmission of data between Your Site(s) and TNT, LLC. You are
responsible for providing TNT, LLC with the URL for the Link(s)
that will be used to access Your Site. In addition, TNT, LLC
shall not be obligated to provide notice to You in the event
that any URL(s) which You provide to Your Site(s) becomes
outdated or causes broken Links.
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Prohibited Uses.
You shall not, and shall not authorize or encourage any third
party to: (i) frame, minimize, remove or otherwise inhibit the
full and complete display of any Web page accessed by an end
user after clicking on any part of an Ad ("Advertiser Page");
(ii) redirect an end user away from any Advertiser Page; provide
a version of the Advertiser Page that is different from the page
an end user would access by going directly to the Advertiser
Page; intersperse any content between the Ad and the Advertiser
Page or otherwise provide anything other than a direct link from
an Ad to an Advertiser Page; (iii) redirect an end user to any
chat page, or any Web page or any Web site that contains any
pornographic, hate-related, violent, or illegal content; (iv)
act in any way that violates any Program Policies posted on the
TNT, LLC Web Site, as may be revised from time to time, or any
other agreement between You and TNT, LLC (including without
limitation the TNT, LLC Online program terms), or engage in any
action or practice that reflects poorly on TNT, LLC or otherwise
disparages or devalues TNT, LLC’s reputation or goodwill. You
acknowledge that any attempted participation or violation of any
of the foregoing is a material breach of this Agreement and that
we may pursue any and all applicable legal and equitable
remedies against You, including an immediate suspension of Your
account or termination of this Agreement, and the pursuit of all
available civil or criminal remedies.
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Termination;
Cancellation.
This Agreement will be deemed terminated within ten (10)
business days of TNT, LLC's receipt of Your notice. TNT, LLC may
investigate any activity that may violate this Agreement. TNT,
LLC may at any time, in its sole discretion, terminate all or
part of the Program, terminate this Agreement, or suspend or
terminate the participation of any Site in all or part of the
Program for any reason.
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Confidentiality.
You agree not to disclose TNT, LLC Confidential Information
without TNT, LLC's prior written consent. "TNT, LLC
Confidential Information" includes without limitation:
(a) all TNT, LLC software, technology, programming,
specifications, materials, guidelines and documentation relating
to the Program; (b) click-through rates or other statistics
relating to Site performance in the Program provided to You by
TNT, LLC; and (c) any other information designated in writing by
TNT, LLC as "Confidential" or an equivalent designation. TNT,
LLC Confidential Information does not include information that
has become publicly known through no breach by You or TNT, LLC,
or information that has been (i) independently developed without
access to TNT, LLC Confidential Information, as evidenced in
writing; (ii) rightfully received by You from a third party; or
(iii) required to be disclosed by law or by a governmental
authority.
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No Guarantee.
TNT, LLC makes no guarantee regarding the level of impressions
of Ads or clicks on any Ad or the timing of delivery of such
impressions and/or clicks.
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No Warranty.
TNT, LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS,
AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR
CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR
ANY PARTICULAR PURPOSE. TO THE EXTENT ADS AND LINKS ARE BASED ON
NON-TNT, LLC CONTENT, TNT, LLC SHALL NOT HAVE ANY LIABILITY IN
CONNECTION WITH THE DISPLAY OF SUCH ADS OR LINKS.
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Limitations of
Liability; Force Majeure.
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS
AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) 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. 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.
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Publicity.
You agree that TNT, LLC may use Your name and logo in
presentations, marketing materials, customer lists, financial
reports, and Web site listings of customers. If You wish to use
TNT, LLC's trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features ("Brand
Features"), You may do so, so long as such use is in
compliance with this Agreement and in compliance with TNT, LLC's
then current Brand Feature use guidelines, and any content
contained or referenced therein, which guidelines may be found
at the following URL:
http://www.thenetworkllc.com/guidelines.html (or such other
URL TNT, LLC may provide from time to time).
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Representations
and Warranties.
You represent and warrant that (a) all of the information
provided by You to TNT, LLC to enroll in the Program is correct
and current; (b) You are the owner of each Site or that You are
legally authorized to act on behalf of the owner of such Site(s)
for the purposes of this Agreement and the Program; (c) You have
all necessary right, power, and authority to enter into this
Agreement and to perform the acts required of You hereunder; and
(d) You have complied and will continue to comply with all
applicable laws, statutes, ordinances, and regulations
(including without limitation the CAN-SPAM Act of 2003 and any
relevant data protection or privacy laws) in Your performance of
any acts hereunder. You further represent and warrant that each
Site and any material displayed therein: (i) comply with all
applicable laws, statutes, ordinances, and regulations; (ii) 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 (iii) are not pornographic, hate-related or
otherwise violent in content.
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Your Obligation
to Indemnify.
You agree to indemnify, defend and hold TNT, LLC, its agents,
affiliates, subsidiaries, directors, officers, employees, and
applicable third parties (e.g. relevant advertisers, syndication
partners, licensors, licensees, consultants and contractors)
(collectively "Indemnified Person(s)") harmless
from and against any and all third party claims, liability,
loss, and expense (including damage awards, settlement amounts,
and reasonable legal fees), brought against any Indemnified
Person(s), arising out of, related to or which may arise from
Your use of the Program, the Site(s), and/or Your breach of any
term of this Agreement.
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TNT, LLC Rights.
You acknowledge that TNT, LLC owns all right,
title and interest, including without limitation all
Intellectual Property Rights (as defined below), in and to the
Program (including TNT, LLC's Brand Features, and excluding
items licensed by TNT, LLC from third parties), and that You
will not acquire any right, title, or interest in or to the
Program except as expressly set forth in this Agreement. You
will not modify, adapt, translate, prepare derivative works
from, decompile, reverse engineer, disassemble or otherwise
attempt to derive source code from any TNT, LLC services,
software, or documentation, or create or attempt to create a
substitute or similar service or product through use of or
access to the Program or proprietary information related
thereto. You will not remove, obscure, or alter TNT, LLC's
copyright notice, Brand Features, or other proprietary rights
notices affixed to or contained within any TNT, LLC services,
software, or documentation (including without limitation the
display of TNT, LLC’s Brand Features with Ads or Links, as
applicable). "Intellectual Property Rights" means
any and all rights existing from time to time under patent law,
copyright law, semiconductor chip protection law, moral rights
law, trade secret law, trademark law, unfair competition law,
publicity rights law, privacy rights law, and any and all other
proprietary rights, as well as, any and all applications,
renewals, extensions, restorations and re-instatements thereof,
now or hereafter in force and effect worldwide.
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Information
Rights.
TNT, LLC may retain and use, subject to the terms
of the TNT, LLC Privacy Policy (located at
http://www.thenetworkllc.com/privacy.html, or such other URL
as TNT, LLC may provide from time to time), all information You
provide, including but not limited to Site demographics and
contact and billing information. You agree that TNT, LLC may
transfer and disclose to third parties personally identifiable
information about You for the purpose of approving and enabling
Your participation in the Program, including to third parties
that reside in jurisdictions with less restrictive data laws
than Your own. TNT, LLC may also provide information in response
to valid legal process, such as subpoenas, search warrants and
court orders, or to establish or exercise its legal rights or
defend against legal claims. TNT, LLC disclaims all
responsibility, and will not be liable to You, however, for any
disclosure of that information by any such third party. TNT, LLC
may share non-personally-identifiable information about You,
including Site URLs, Site-specific statistics and similar
information collected by TNT, LLC, with advertisers, business
partners, sponsors, and other third parties.
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Miscellaneous.
This Agreement shall be governed by the laws of
Virginia, except for its conflicts of laws principles. Any
dispute or claim arising out of or in connection with this
Agreement shall be adjudicated in Chesterfield County, Virginia.
The parties specifically exclude from application to the
Agreement the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transactions Act. This Agreement 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, by Your online acceptance of
updated terms, or after Your continued participation in the
Program after such terms have been updated by TNT, LLC. The
failure to require performance of any provision shall not affect
a party's right to require performance at any time thereafter,
nor shall a waiver of any breach or default of this Agreement
constitute a waiver of any subsequent breach or default or a
waiver of the provision itself. 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. You may not
resell, assign, or transfer any of Your rights hereunder. Any
such attempt may result in termination of this Agreement,
without liability to TNT, LLC. Notwithstanding the foregoing,
TNT, LLC may assign this Agreement to any affiliate at any time
without notice. The relationship between TNT, LLC and You is not
one of a legal partnership relationship, but is one of
independent contractors.
February 2006 |
