TERMS OF USE
ADSGEN MEDIA CORPORATION (“Adsgen”)
TERMS OF USE
Set forth below are the terms of use (“
Terms of Use”) governing the Adsgen website located at, or linked to through, the root URL
www.adsgen-builder.com, which may expand or change from time to time (the “
Website”). As used herein, the term “Adsgen” refers to Adsgen Media Corporation, the sole owner and operator of the Website. The term “you” or “your” refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.
CAREFULLY READ THE TERMS OF USE. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.
1. ACCEPTANCE OF TERMS OF USE
By using the Website, you agree to be bound by all terms and conditions contained in the Terms of Use. If you do not agree with the Terms of Use at any time, you will discontinue your use of the Website.
Adsgen reserves the right to update or revise the Terms of Use at its discretion and without notice. Modifications will be effective when they are posted. You are responsible for checking the Terms of Use periodically for changes. You can review the most current version of the Terms of Use at any time at: Terms. If you continue to use the Website following the posting of any changes to the Terms of Use, you agree to be bound by these changes.
In addition, when using particular Adsgen services, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.
2. DESCRIPTION OF SERVICE
Adsgen provides various services including the creation of banner advertisements, access to developer tools to create and modify web content, upload and download areas, communication forums to interact with other website users, learning materials, and product information (collectively the “Services”).
Adsgen, through the Website also provides a venue whereby Adsgen Members (defined in Section 4 below) can view information and/or services that may be of interest to them, and the information that is available to contact the service provider (the “Adsgen Ad Exchange”). We do not control the actual negotiations and/or transactions between Adsgen Members that arises through the Adsgen Ad Exchange.
3. MODIFICATIONS TO SERVICE
The Services provided by Adsgen are of a beta version. Adsgen reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any of its Services with or without notice. You agree that Adsgen shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.
4. ADSGEN MEMBERS
By creating a user account or by providing personal information about yourself to Adsgen, you are designating yourself as an “Adsgen Member”. “Adsgen Members” are entities that are potentially interested in obtaining services provided by or through the Website.
5. USER REGISTRATION AND ACCOUNT OBLIGATIONS
In consideration of your use of the Website and of the Services, you will have to create an account through the registration process. You agree to:
- provide true, accurate, current and complete information about yourself as prompted by the registration form provided on the Website (such information being the “Registration Data” or “Profile Data”); and
- maintain and promptly update the Registration Data or Profile Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Adsgen has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Adsgen has the right to suspend or terminate your user account and refuse any and all current or future use of the Services (or any portion thereof) provided by the Website.
In the course of completing the registration process, you will choose a user ID and password. You are responsible for maintaining the confidentiality of your user ID and password, and you are fully responsible for all activities that occur under your account. You agree to immediately notify Adgsen of any unauthorized use of your account or any other breach of security and to ensure that you exit from your account at the end of each session. Adsgen cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. USER CONDUCT
You may use the Services to use, copy, modify, and post on your web page the content or services created or owned by you. As the Services also include a tool that allows you to create and modify web content and post your resulting work on other web pages (the “Submissions”), you may post, upload, transmit, and input such Submissions on your web page or on other web pages. Additionally, you may use the Services to use, copy, modify, and post on your web page the content created or owned by other Adsgen Members if consent was obtained from the other Adsgen Members. Otherwise, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services. If you download or print a copy of anyone else’s content obtained through the Services, you must retain all copyright and other proprietary notices contained in it. You agree not to circumvent, disable or otherwise interfere with any technical limitations in the Services.
In addition, you shall not, and shall not allow any third party to:
- violate any local, provincial, national or international laws;
- modify, adapt, disassemble, decompile, translate, reverse engineer or otherwise attempt to discover the source code or structure, sequence and organization of any necessary software used in connection with the Services (the “Software”) or any portion of the Website or the Services (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);
- copy or distribute software or code owned by Adsgen;
- use the Software or the Website in any manner that could damage, disable, overburden, or impair the Website or Services or another Adsgen Member’s use of the Website or Services;
- introduce any material into the Website that contains any viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere with, or appropriate the Website or any information residing on the Website. If you use, or attempt to use, the Website for improper purposes including without limitation tampering, hacking, modifying, or otherwise corrupting the security of the Website, you will be responsible for all damages including, but not limited to, criminal prosecution and civil and criminal penalties;
- remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Website, the Services, Adsgen code embeddable or embedded on a third party website and/or the Software; 66 collect any information about other Adsgen Members (including usernames and/or email addresses) for any purposes;
- impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- submit any content or material that falsely expressly or imply that such content or material is sponsored or endorsed by Adsgen;
- post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law; or
- create or transmit unwanted electronic communications such as “spam” to other Adsgen Members or otherwise interfere with other Adsgen Members’ enjoyment of the Website and/or Services.
- Although Adsgen cannot monitor every comment posted on the Website, it reserves the right, but assumes no obligation, to delete, move, or edit any postings that it deems are either unacceptable or inappropriate, whether for legal or other reasons. In addition, if Adsgen feels that a user abuses the Website in any way, it reserves the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, and possible credit card fraud.
7. SUBMISSIONS
Adsgen does not claim ownership of or endorse Submissions and disclaims any liability with respect to your Submissions. However, when you post, upload, input, or provide your Submissions onto web pages, you are granting Adsgen the following worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up rights to: a) display the Submissions on the Website; b) display the Submissions within advertisements and other marketing collateral that promotes Adsgen; and c) to publish your name or alias in connection with the Submissions. You may request at any time in writing that Adsgen remove your Submissions from the Website, and Adsgen will remove your Submissions within five (5) days of receiving the request. Such removal will not affect any licenses that you had granted in connection with the Submissions prior to the time the Submissions are removed from the Website. No compensation will be paid for your Submissions or for the permissions you have granted above.
8. WEBSITE CONTENT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You understand that by using the Services provided by or through the Website, you may be exposed to Content that is offensive, indecent or objectionable.
Under no circumstances will Adsgen be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Website. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including other Adsgen Members, are those of the respective author(s) or distributor(s) and not of Adsgen.
You are solely responsible for the retrieval and use of the Content, transactions, products or services available on or through the Website. You should apply your own judgment in making use of the Content, including, without limitation, the use of the Content as the basis for any conclusions or for the sale or purchase of any products or services or other transactions.
9. THIRD PARTY CONTENT
Adsgen may provide links to other websites or resources. Because Adsgen has no control over such websites and resources, you acknowledge and agree that Adsgen is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Adsgen shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by, or in connection with, the use of or reliance on any such content, goods or services available on or through any such website or resource.
10. DEALINGS WITH OTHER ADSGEN MEMBERS
Your correspondence or business dealings with, or participation in the promotions of, other Adsgen Members found on the Website and/or through the Adsgen Ad Exchange, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other Adsgen Members, and that the price and any other terms of any sale remain subject to direct negotiation between you and the other Adsgen Members. You further understand and agree that Adsgen has no control over the truth, accuracy, quality, legality, or safety of goods or services provided by other Adsgen Members. You understand and agree that Adsgen cannot and does not confirm or verify the identity, background, qualifications, or abilities of Adsgen Members and the like. Therefore, Adsgen recommends that you be careful and exercise common sense and good judgment when dealing with other Adsgen Members. You further agree that Adsgen shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such other Adsgen Members on the Website. If a situation arises from a disputed negotiation and/or transaction between you and other Adsgen Members, Adsgen cannot and will not become involved due to the fact that Adsgen is a neutral facilitator and has no control of the negotiations and/or transaction between you and other Adsgen Members.
11. FEES
Fees posted on the Website are accurate only as of the date posted, and are subject to change. You are entitled to obtain a full refund within three (3) days of purchase. For up-to-date pricing and refund information, please contact support@adsgen-builder.com
12. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Adsgen may establish general practices and limits concerning use of the Website and related services, including, without limitation, the maximum number of days that messages will be retained by the Adsgen, the maximum number of messages that may be sent from or received by a user account, the maximum size of any message that may be sent from or received by a user account, and the maximum disk space that will be allotted on Adsgen servers on your behalf. You agree that Adsgen has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Website. You acknowledge that Adsgen reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Adsgen reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
13. TERMINATION OF ACCESS
Adsgen, in its sole discretion, may terminate your user account (or any part thereof), including your use of the Website, for any reason, including, without limitation, (a) lack of use, (b) if Adsgen believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use, (c) requests by law enforcement or other government agencies, (d) a request by you for deletion, (e) discontinuance or material modification to the Website or any part thereof, (f) unexpected technical or security issues or problems, (g) in compliance with legal processes, (h) if you have, or Adsgen believes you have, engaged in illegal activities, including without limitation, fraud, and/or (i) non-payment of any fees owed by you in connection with the Services. You acknowledge and agree that any termination of your access to the Website under any provision of these Terms of Use may be effected without prior notice and that Adsgen may immediately deactivate or delete your user account and all related information and files associated with or stored in your user account and/or bar any further access to the Website, the Software or the Services. Further, you agree that Adsgen is not liable to you or any third party for termination of your user account or access to the Website.
14. ADSGEN PROPRIETARY RIGHTS
You acknowledge and agree that the Website and the Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Website or advertisers is protected by copyrights, trade-marks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Adsgen or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
15. TRADE-MARK INFORMATION
Adsgen-Builder.com, the Adsgen logo, and other brand names and logos associated with Adsgen are trade-marks of Adsgen. All other company names, brand names and logos used on the Website are the trade-marks of their respective owners. You agree not to display or use in any manner any of the trade-marks without express written permission from Adsgen or the trade-mark owner.
16. COPYRIGHT INFORMATION
All Content contained on the Website is protected by various copyright laws. You agree not to reproduce, republish or redistribute any Content, including, but not limited to, caching, framing and similar means, without express written permission of the copyright owner. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify us immediately at ip@adsgen-builder.com
17. FEEDBACK
If you give Adsgen feedback about the Services, you are granting Adsgen, its affiliated companies and necessary sublicensees permission to use your feedback in connection with the operation of their Internet businesses, including without limitation, the right to implement any ideas or solutions provided in the feedback into the Software. No compensation will be paid with respect to the use of your feedback.
18. WARRANTY DISCLAIMER
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND ITS SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ADSGEN MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE, THE SERVICES OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OR PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, ADSGEN MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. ADSGEN WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. UNDER NO CIRCUMSTANCE WILL ADSGEN BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
19. LIMITATION OF LIABILITY
By availing yourself of the Website or the Services, you agree to release and hold Adsgen and the employees, officers, directors, shareholders, agents, representatives of Adsgen, its affiliates, subsidiaries, any entity controlling, controlled by or under common control with Adsgen, and legal advisers (collectively “Adsgen Affiliates”) harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website or the Services including but not limited to: (a) electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of Adsgen that may cause the Website or the Services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website or the Services; (e) the quality of any products, services, information, or other material purchased or obtained by you through the Website will meet your requirements or expectations; (f) that any or all rich media Services can be launched on all third party web pages; (g) any defects or errors will be corrected; or (h) any printing or typographical errors in any materials associated with the Website or the Services. In addition, you agree to defend, indemnify and hold Adsgen Affiliates harmless from any claim, suit or demand, including reasonable legal fees, made by a third party due to or arising out of your utilizing the Website or the Services, your violation or breach of these Terms of Use, your violation of any rights of a third party, or any other act or omission by you. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Software, the Website or the Services. IN NO EVENT WILL ADSGEN BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF ADSGEN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS TERMS OF USE AND YOUR USE OF THE WEBSITE.
20. PRIVACY POLICY
Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at: Privacy.
21. GENERAL PROVISIONS
You agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.
These Terms of Use are governed in all respects by the laws of the province of Ontario and the federal laws of Canada as such laws are applied to agreements entered into and to be performed entirely within Ontario between Ontario residents. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Adsgen’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
22. ARBITRATION
Any dispute between Adsgen and a user or visitor of the Website shall be settled by arbitration and shall be final and binding arbitration pursuant to the Arbitration Act, 1991, S.O. 1991, c. 17, except as such provisions are modified herein. The arbitration proceedings shall be held in Ottawa, Ontario and the language of arbitration shall be English. All disputes referred to arbitration shall be governed by the substantive laws of the Province of Ontario and the federal laws of Canada applicable herein. Every award of the arbitrator shall be final and binding on the parties, not subject to appeal. The arbitration shall be kept confidential and the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the parties, their legal counsel, experts and consultants and any person necessary to the conduct of the proceeding. Nothing in this section shall limit the right of any party to seek extraordinary recourses in courts of competent jurisdiction, including, but not limited to, specific performance, seizures before judgment and injunctions, unless the recourse sought is in conflict with a dispute finally resolved in accordance with this section.
23. NO AGENCY
There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Adsgen or between Adsgen and any other user of the Website.
24. ENTIRE AGREEMENT
These Terms of Use contain the entire agreement between you and Adsgen and govern your use of the Website and supersede any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. You may also be subject to additional terms and conditions that may apply when you use or purchase certain goods or services from Adsgen or Adsgen Members through the Adsgen Ad Exchange.