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LEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT")
CAREFULLY BEFORE USING THE SERVICES OFFERED BY MEHYPE, INC.
("COMPANY"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU
AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON
AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED
BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED
UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE
TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY,
ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
The Web pages available at www.mehype.com, and all linked
pages unless indicated otherwise ("Site"), are owned and
operated by Company, and are accessed by you ("Subscriber")
under the following terms and conditions:
1. ACCESS TO THE SERVICES. Subject to the terms and
conditions of this Agreement, Company may offer to
provide certain services that relate to facilitating
the purchase and sale of Internet advertisements by
bringing together Internet advertisers and publishers,
as described more fully on the Site, and which are
selected by Subscriber through the process provided on
the Site ("Services"). Company may change, suspend or
discontinue the Services (or Subscriber's access
thereto) at any time, including the availability of
any feature, advertisement, publisher or content,
without notice or liability. Company reserves the
right, at its discretion, to refuse to allow access to
the Services to any applicant at any time. Company
also reserves the right, at its discretion, to modify
this Agreement at any time by posting a notice on the
Site, or by sending Subscriber a notice via email or
postal mail. Use of the Services by Subscriber
following such notification constitutes Subscriber's
acceptance of the modified terms and conditions.
Subscriber certifies to Company that if Subscriber is
an individual (i.e., not a corporation) Subscriber is
at least 18 years of age. Subscriber also certifies
that it is legally permitted to use the Services and
access the Site, and takes full responsibility for the
selection and use of the Services. This Agreement is
void where prohibited by law, and the right to access
the Site is revoked in such jurisdictions.
2. IMPLEMENTATION. Subscriber agrees to comply with the
technical specifications provided by Company to enable
proper display of the advertisements in connection
with the Services, including without limitation by not
modifying the JavaScript or other programming provided
to Subscriber by Company in any way.
3. COMMUNICATIONS SOLELY WITH COMPANY. Subscriber 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 Subscribers use of
the Services.
4. CONTENT. The Site and its contents are protected by
U.S. and international copyright laws and are intended
solely for the use of Company subscribers and may only
be used in accordance with the terms of this Agreement
in connection with authorized use of the Services. 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. Subscriber shall abide by all
copyright notices, information, and restrictions
contained in any Content accessed in connection with
the Services. Subscriber acknowledges and agrees that
if Subscriber 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.
5. RESTRICTIONS. Subscriber (whether a publisher,
advertiser 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, abusive,
offensive or otherwise violates any law or right of
any third party. If Subscriber is a publisher,
Subscriber shall not, and shall not authorize or
encourage any third party to (i) 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; (ii)
edit, modify, filter or change the order of the
information contained in any advertisement, or remove,
obscure or minimize any advertisement in any way;
(iii) redirect an end user away from any Web page
accessed by an end user after clicking on any part of
an advertisement ("Advertiser Page"), provide a
version of the Advertiser Page different from the page
an end user would access by going directly to the
Advertiser Page or intersperse any content between the
advertisement and the Advertiser Page; or (iv) display
any advertisements on any error page, registration or
"thank you" page (e.g. a page that thanks a user after
he/she has registered with the applicable website).
Company reserves the right to remove any Content from
the Site at any time, or to terminate Subscriber's
right to use the Services or access the Site, 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 Subscriber may have breached the terms
of this paragraph), or for no reason at all, subject
to the provisions of paragraph 14 (Termination).
Subscriber is responsible for all of its activity in
connection with the Services. Any fraudulent, abusive,
or otherwise illegal activity is grounds for
termination of 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 encryption codes, transfer or
store illegal material including materials that are
deemed threatening or obscene, or engage in any kind
of illegal activity is expressly prohibited.
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.
6. DISCLAIMERS.
* Subscriber acknowledges and agrees that Company
has no special relationship with or fiduciary
duty to Subscriber 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 Subscriber accesses or
receives via the Site or Services; what Content
other subscribers may make available, publish or
promote in connection with the Services; what
effects any Content may have on Subscriber or
its users or customers; how Subscriber or its
users or customers may interpret, view or use
the Content; what actions Subscriber 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 Subscriber is a publisher,
Subscriber 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 Subscriber is solely
responsible (and assumes all liability and risk)
for determining whether or not such Content is
appropriate or acceptable to Subscriber, and
(ii) if Subscriber is an advertiser, Subscriber
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 Subscriber is
solely responsible (and assumes all liability
and risk) for determining whether or not such
Content is appropriate or acceptable to
Subscriber.
* Subscriber releases Company from all liability
in any way relating to Subscriber'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 Subscriber 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, the timing of
delivery of such impressions and/or clicks, or
the amount of any payment to be made to
Subscriber in connection with the Services.
* 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 SUBSCRIBER
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 SUBSCRIBER.
* ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE
(18USC 2701-2711): COMPANY MAKES NO GUARANTY OF
CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION
OR INFORMATION TRANSMITTED ON OR THROUGH THE
SITE, SERVICES OR ANY WEBSITE LINKED TO THE
SITE. Company will not be liable for the privacy
of e-mail addresses, registration and
identification information, disk space,
communications, confidential or trade-secret
information, or any other Content stored on
Company's equipment, transmitted over networks
accessed by the Site, or otherwise connected
with Subscriber's use of the Services.
7. COPYRIGHT DISPUTE AND PRIVACY POLICIES. Please review
Company's Copyright Dispute Policy
http://www.mehype.com/mb/copyrightdispute.php if
Subscriber believes that material or content residing
on or accessible through the Site or Services
infringes a copyright. Please also review Company's
Privacy Policy http://www.mehype.com/privacy.php
for information regarding Company's policies and
practices regarding the use of Subscriber personal
information.
8. REGISTRATION AND SECURITY. As a condition to using
Services, Subscriber may be required to register with
Company and select a password and Subscriber name
("Company User ID"). Subscriber 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 Subscriber's account.
Subscriber 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
Subscriber without appropriate authorization; (iii)
register for the Services using more than one Company
User ID. Company reserves the right to refuse
registration of, or cancel a Company User ID in its
discretion. Subscriber shall be responsible for
maintaining the confidentiality of Subscriber's
Company password.
9. INDEMNITY. Subscriber 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 Subscriber's access to the
Site, use of the Services, the violation of this
Agreement by Subscriber, or the infringement by
Subscriber, or any third party using the Subscriber's
account, of any intellectual property or other right
of any person or entity.
10. 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 SUBSCRIBER 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 SUBSCRIBER.
11. FEES AND PAYMENT. Some of the Services require payment
of fees. Subscriber shall pay all applicable fees, as
described on the Site in connection with such Services
selected by Subscriber. Company reserves the right to
change its price list and to institute new charges at
any time, upon prior notice to Subscriber, which may
be sent by email or posted on the Site. If Subscriber
is a publisher, Subscriber shall receive as payment a
percentage of the sale price of advertisements displayed
in connection with Subscriber's website as determined
by Company for Subscriber's use of the Services.
Subscriber's payable revenue shall be
determined on the first day of each month, on
which day those revenues accrued to Subscriber's
account sixty (60) or more days earlier shall become
eligible to be paid. Payments to Subscriber shall be
sent by Company within approximately ten (10) days
of the previous calendar month end, if
Subscriber's earned balance is greater than or equal
to Subscriber's minimum check amount. If Subscriber's
earned balance is less than Subscriber's minimum check
amount, no check shall be sent and the Company shall
make the aforesaid determination anew on the first day of the following month.
. In addition,
if Subscriber is a publisher, Subscriber agrees that
(i) any payments that may become due to Subscriber
(as described on the Site) are specifically
conditioned upon Company's receipt of full payment
from the applicable advertiser, and that any such
payments do not become due to Subscriber until 60 days
after Company's receipt of full payment from the
applicable advertiser, and (ii) if 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, Company shall have no liability or
responsibility to Subscriber (and Subscriber hereby
releases Company) with respect thereto. If Subscriber
disputes any payment made in connection with the
Services, Subscriber must notify Company in writing
within thirty (30) days of any such payment. Failure
to so notify Company shall result in the waiver by
Subscriber 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)
advertisements delivered to end users whose browsers
have JavaScript disabled; or (iii) impressions
commingled with a significant number of fraudulent
impressions or fraudulent clicks described in (i)
above, or as a result of another breach of this
Agreement by Subscriber for any applicable pay period.
Company reserves the right to withhold payment or
charge back Subscriber's account due to any of the
foregoing or any breach of this Agreement by
Subscriber. In addition, if Subscriber is past due on
any payment to Company in connection with the
Services, Company reserves the right to withhold
payment until all outstanding payments have been made.
To ensure proper payment, Subscriber is solely
responsible for providing and maintaining accurate
contact and payment information associated with
Subscriber's account and Company User ID. For U.S.
taxpayers, this information includes without
limitation a valid U.S. tax identification number and
a fully-completed Form W-9. For non-U.S. taxpayers,
this information includes without limitation either a
signed certification that the taxpayer does not have
U.S. activities or a fully-completed Form W-8 or other
form, which may require a valid U.S. tax
identification number, as required by the U.S. 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. Subscriber agrees to pay all
applicable taxes or charges imposed by any government
entity in connection with Subscriber's use of the
Services. Note, Mehype may debit any account to setoff a
negative balance in another account, or to pay any amounts
that are past due for a period of 180 Days.
12. CONFIDENTIALITY. Subscriber agrees not to disclose
Company Confidential Information without Company's
prior written consent. "Company Confidential
Information" includes without limitation: (i) all
Company software, technology, programming, technical
specifications, materials, guidelines and
documentation Subscriber learns, develops or obtains
that relate to the Services or the Site; (ii)
click-through rates or other statistics relating to
Site performance in the Services provided to
Subscriber by Company; and (iii) any other information
designated in writing by 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
Subscriber or Company, or information that has been
(a) independently developed without access to Company
Confidential Information as evidenced in writing; (b)
rightfully received by Subscriber from a third party;
or (c) required to be disclosed by law or by a
governmental authority.
13. INFORMATION RIGHTS. Company may retain and use for its
own purposes all information Subscriber provides,
including but not limited to Site demographics and
contact and billing information. Subscriber agrees
that Company may transfer and disclose to third
parties personally identifiable information about
Subscriber for the purpose of approving and enabling
Subscriber's participation in the Services, including
to third parties that reside in jurisdictions with
less restrictive data laws than Subscriber's own
jurisdiction. Company disclaims all responsibility,
and will not be liable to Subscriber, however, for any
disclosure of that information by any such third
party. Company may share aggregate (i.e., not
personally identifiable) information about Subscriber
with advertisers, publishers, business partners,
sponsors, and other third parties. In addition,
Subscriber grants Company the right to access, index,
and cache Subscriber's website, or any portion
thereof, including by automated means including Web
spiders or crawlers. Additionally, Subscriber grants to
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.
14. 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 Subscriber breaches any
of the terms or conditions of this Agreement. Any fees
paid hereunder are non-refundable and non-cancelable.
Upon termination of the Subscriber's account,
Subscriber's right to use the Services will
immediately cease and Subscriber will remove all
Company HTML code from Subscriber's websites. All
provisions of this Agreement which by their nature
should survive termination shall survive termination,
including, without limitation, warranty disclaimers,
and limitations of liability.
15. REPRESENTATIONS AND WARRANTIES. Subscriber represents
and warrants that (i) Subscriber is the owner of each
website Subscriber designates in connection with the
use of Services or that Subscriber is legally
authorized to act on behalf of the owner of such
website for the purposes of this Agreement, and (ii)
Subscriber has all necessary right, power and
authority to enter into this Agreement and to perform
the acts required of Subscriber hereunder. Subscriber
further represents and warrants that each of
Subscriber's websites 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.
16. 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 sublicensable by
Subscriber except with Company's prior written
consent. This Agreement shall be governed by and
construed in accordance with the laws of the state of
California 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 Subscriber
does not have any authority of any kind to bind
Company in any respect whatsoever. |
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