Terms of Use

Welcome to iPromote! The iPromote service and network (collectively, "iPromote" or "the Service") are operated by 2KDirect, Inc and its corporate affiliates (collectively, "us", "we" or "the Company"). We offer you the Service on the condition that you agree to the following terms of use ("Terms of Use"). By using, accessing, browsing, or submitting any material to iPromote.com (the "Site"), you signify that you have read, understand and agree to be bound by all of the terms and conditions in, and linked to, this Terms of Use Agreement ("Agreement"), whether you are a "Visitor" (which means that you simply browse the iPromote Site) or you are a "Member" (which means that you have registered). The term "User" refers to a Visitor or a Member. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU SHOULD LEAVE THIS SITE AND DISCONTINUE ALL USE IMMEDIATELY. These Terms of Use may be modified or replaced by us from time to time. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of the Site after any such changes constitutes your acceptance thereof. Therefore, you should review these Terms of Use from time to time and before posting any Listings or otherwise using the Site.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

This Site is intended solely for users who are eighteen (18) years of age or older. Any registration by, use of, or access to the Site by anyone under 18 is unauthorized, unlicensed, and in violation of these Terms of Use. By using the services of the Site, you represent and warrant that you are 18 or older, and that you agree to abide by all of the terms and conditions of this Agreement.

Services

The Company provides users with access to a rich collection of on-line resources, including without limitation online advertising services, and the ability to promote yourself, your business, and your products by posting advertisement campaigns ("Promotions") on the iPromote Site. All promotions and transactions conducted in connection herewith are subject to and governed by the iPromote Advertising Guidelines which are incorporated by this reference. Unless explicitly stated otherwise, any new features that enhance the current Site shall be subject to these Terms of Use.

User-generated 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. This means that you, and not the Company, are entirely responsible for all Content that you upload, post or otherwise transmit via the Site. The Company does not control the Content posted on the Site, and as such, we cannot guarantee the accuracy, integrity, or quality of such Content, including but not limited to business endorsements or comments. You understand that by using the Site, you may be exposed to Content that is offensive, indecent, or objectionable. Under no circumstances will the Company 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 on the Site. Furthermore, the Content available on the Site may contain links to other websites, which are completely independent of iPromote. iPromote makes no representation or warranty as to the accuracy, completeness, or authenticity of the information contained in any such site. You agree that you must evaluate, and bear all risks associated with, the use of any Content.

Unauthorized User Conduct

You agree to not use the Service or the Site to:

  1. Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  2. Harm minors in any way;
  3. Impersonate any person or entity, including, but not limited to, an iPromote official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. Upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  5. Upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  6. Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  7. Upload, post, transmit, share, store or otherwise make available Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise violate any local, state, national or international law;
  8. Upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
  9. "Stalk" or otherwise harass another individual or business;
  10. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
  11. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  12. Create or submit unwanted e-mail or messaging ("Spam") to any other iPromote user;
  13. Use any portion of the Site as a destination linked from any Spam;
  14. Solicit passwords or personally identifying information for unlawful purposes;
  15. Use or attempt to use another's account, service, or system without authorization from the Company, or create a false identity on the Service or the Site;
  16. Upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type;
  17. Use any automated process or service to access and/or use the Site (such as a BOT, a spider, periodic caching of information stored by iPromote, or "meta-searching");
  18. Use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Site;
  19. Damage, disable, overburden, or impair the Site (or the network(s) connected to the Site) or interfere with anyone's use and enjoyment of the Site;
  20. Resell or redistribute the Site or any part thereof.

Prohibited Items

You may not offer, list, sell or lease anything designated as "Prohibited Items" on the Advertising Guidelines page, or that would violate the Guidelines or the Terms of Use.

Inappropriate Content

While we believe users should be able to express themselves and their point of view, certain kinds of speech simply do not belong on a site like iPromote. Therefore, you may not post or share Content that:

  • is obscene, pornographic, or sexually explicit
  • depicts graphic or gratuitous violence
  • makes threats of any kind or that intimidates, harasses, or bullies anyone
  • is derogatory, demeaning, malicious, defamatory, abusive, offensive or hateful

Unlawful or Harmful Content or Conduct

All of the Content on iPromote.com is posted and offered by other users. Although, as an online service provider, we are not responsible for the content of other users, we want iPromote to be a safe place on the Internet. Therefore, in using iPromote, you may not:

  • impersonate any person or entity or otherwise misrepresent yourself, your age, or your affiliation with any person or entity
  • violate any local, state, national or international law or post any Content that would encourage or provide instructions for a criminal offense
  • use iPromote to send or make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation
  • post or share any personally identifiable or private information of any third party
  • solicit passwords or personal information from anyone
  • use information or content you obtained on the iPromote website or service in any manner not authorized by the iPromote Terms of Use
  • post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
  • register for more than one account or use or attempt to use another's account, service or system without authorization or create a false identity on the Service or the Site
  • engage in any predatory or stalking conduct

Submitting Material

Each time you submit Material to this Site you represent and warrant that you have the right to post it, which means:

  1. you are the author of the Material, or
  2. the Material is not protected by copyright law, or
  3. you have express permission from the copyright owner to post the Material on this Site.

You also represent and warrant that the information you submit is accurate. You further represent and warrant that the Material you submit does not violate these Terms of Use, that it will not cause injury to any person or entity, and that it does not violate any third party's proprietary, statutory, or common law rights.

No Posting of Third-Party Copyrighted Content

iPromote allows you to upload and share user-generated Content, such as photographs and videos you upload from your camera, webcam or mobile phone. This means that you may post and share original photographs and video that: (i) are of you or your business or products, (ii) are taken by you, or (iii) are original art or animation created by you. This Site is not intended as a place for you to post third-party copyrighted content, such as the latest episode of a popular TV show or your favorite music video. In addition, we expect our users to use good judgment and respect the copyrights and other intellectual property rights of others. Therefore, in using iPromote, you may not:

  • upload or share any photographs, videos, or other Content other than original works that are created by you or another user
  • post or share any Content that infringes upon or violates the copyright, trademarks, or other rights of any third party
  • attempt to circumvent any content filtering techniques we may employ

Copyright Complaints

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the iPromote website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our iPromote Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent. Please see our iPromote Copyright Policy for more information on how to report infringement of your copyright.

Requirements For Placing Advertisements

With respect to any advertising content you provide, you promise that:

  • all advertising content is accurate, complete and current;
  • you have all necessary rights, power and authority to publish the advertising content;
  • the advertising content, and any web site listed or linked to or from the advertising content:
    • complies with all applicable laws and regulations;
    • does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party;
    • does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and
    • does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

For more information, please see the iPromote Advertising Guidelines ("Advertising Guidelines") which is incorporated by this reference. All advertising placed through iPromote must adhere to the Advertising Guidelines.

All Advertisements Are Posted By Other Users

This Site provides a means for sellers to advertise items and for buyers to connect with sellers of items. You acknowledge that the Company is not the seller of the items listed on this Site and that any transaction is entered into solely between the buyer and seller of the item. All advertisements are posted by other users, not by the Company. The Company is not involved in the actual transaction between buyers and sellers. As a result, the Company has no control over the quality, safety, or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. Accordingly, the Company is not responsible for the quality, safety, or legality of the items advertised, the truth or accuracy of the advertising campaigns, the ability of sellers to sell items or the ability of buyers to buy items; you are and shall remain solely responsible for all content and Materials you submit to or in connection with this Site. We cannot ensure that a buyer or seller will actually complete a transaction. Buyers and sellers are responsible for resolving any disputes that may arise from transactions related to or resulting from advertisements placed by other users. You are responsible for researching and complying with any applicable laws, regulations or restrictions on items, services, or manner of sale or exchange that may pertain to transactions in which you participate. All advertisements must comply with applicable city, state, and federal laws as well as provide adequate, non-misleading information to consumers. The Company reserves the right to screen, refuse to post, remove or edit advertisements, or any other Material at any time and/or for any or no reason in our absolute and sole discretion without prior notice, although we have no duty to screen or to monitor any content or Materials posted by our users. You are and shall remain solely responsible for all content and Materials submitted to or in connection with the Site.

Member Account, Password, and Account Security

Before you may become a member of iPromote, you must read and accept all of the terms and conditions in, and linked to, this Agreement. You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify iPromote of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions.

iPromote Privacy Policy

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, please see the iPromote Privacy Policy which is incorporated by this reference. You understand that through your use of the Site you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by the Company.

User Content Posted on the Site

The Company does not claim ownership of Content you submit or make available for inclusion on the Site. You are solely responsible for the photos, text, information, music, video, advertisements, and other content that you upload, publish or display (hereinafter, "post") on or through the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or iPromote removes such Content from the Service. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. iPromote does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Special Admonitions For International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Trademarks

IPROMOTE and the Company's other graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in the U.S. and/or other countries. The Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Third Party Websites and Content

The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites 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 sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Access and Interference

The Site contains robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary or is licensed to the Company by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.

Additionally, you agree that you will not:

  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without the prior expressed written permission of the Company and the appropriate third party, as applicable;
  • interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
  • bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

You Are Responsible For Your Content

You are solely responsible for the creation, use, and content of your iPromote Advertising Campaign and the URL you choose to be associated with your iPromote Advertising Campaign (your "iPromote URL").

No Spam Policy

You understand and agree that sending unsolicited email advertisements to iPromote users or through iPromote computer systems, which is expressly prohibited by these Terms of Use, will use or cause to be used servers located in California. Any unauthorized use of iPromote computer systems is a violation of the Terms of Use and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. � 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.

Violations and Damages

You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for the Company to pursue legal action to enforce these Terms of Use, you will be liable to pay the Company the following amounts as liquidated damages, which you accept as reasonable estimates of the Company's damages for the specified breaches of these Terms of Use:

  1. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that person's explicit consent, you agree to pay the Company one thousand dollars ($1,000) for each such message. This provision does not apply to messages that are lawful non-deceptive parodies of public figures.
  2. If the Company establishes limits on the frequency with which you may access the Site, or terminates your access to or use of the Site, you agree to pay the Company one hundred dollars ($100) for each message posted in excess of such limits or for each day on which you access the Site in excess of such limits, whichever is higher.
  3. If you send unsolicited email advertisements to the Company email addresses or through the Company computer systems, you agree to pay the Company twenty five dollars ($25) for each such email.
  4. If you post Content in violation of the Terms of Use, other than as described above, you agree to pay the Company one hundred dollars ($100) for each Item of Content posted. In its sole discretion, the Company may elect to issue a warning before assessing damages.
  5. If you are a Posting Agent that uses the Service in violation of the Terms of Use, in addition to any liquidated damages under clause (d), you agree to pay the Company one hundred dollars ($100) for each and every Item of Content posted in violation of the Terms of Use. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Service (the "Principal"), and the Principal (by engaging the Posting Agent in violation of the Terms of Use) agrees to pay the Company an additional one hundred dollars ($100) for each Item of Content posted by the Posting Agent on behalf of the principal in violation of the Terms of Use.
  6. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms of Use without the Company's express written permission, you agree to pay the Company three thousand dollars ($3,000) for each day on which you engage in such conduct. Otherwise, you agree to pay the Company's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of the Terms of Use, the Company retains the right to seek the remedy of specific performance of any term contained in the Terms of Use, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in the Terms of Use, or any combination thereof.

Limitations on Service

You acknowledge that the Company may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that the Company has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that the Company reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

Access To The Service

If the total number of postings displayed or linked to on your website exceeds one hundred (100) postings, your use will be presumed to be in violation of the Terms of Use, absent express permission granted by the Company to do so. You may also create a hyperlink to the home page of the Company sites so long as the link does not portray the Company, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive manner. Use of the Service beyond the scope of authorized access granted to you by the Company immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain prior written consent from the Company.

Termination of Service

You agree that the Company, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise prohibit you from using or accessing the Service or the Site (or any portion, aspect, or feature of the Service or the Site), immediately and without notice, and remove and discard any Materials you have posted on the Site, for any reason, or no reason, including, without limitation, (a) breaches or violations of the Terms of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Site or Service. Termination of your iPromote account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) prohibiting further use of the Service. Further, you agree that the Company shall not be liable to you or any third-party for any termination of your account, any associated email address, or any access to the Site. Further, you agree not to attempt to use the Site after said termination.

User Disputes

You are solely responsible for your interactions with other iPromote users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

iPromote's Proprietary Rights

You acknowledge and agree that the Site and Service, and any necessary software used in connection with the Service ("Software"), contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell, distribute, or create derivative works based on the Service or the Software, in whole or in part. Content displayed on or through the Site is also protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Site or the collective work, and/or copying or reproducing the Site or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited without the Company's prior written consent. You further agree not to reproduce, duplicate, or copy Software or Content from the Site without the Company's prior written consent, and agree to abide by any and all copyright notices displayed on the Site. Although the Company does not claim ownership of content that its users post, by posting Content to any public area of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Site, you automatically grant the Company all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Site by any party for any purpose.

Disclaimers

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by iPromote, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE, ANY SOFTWARE AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IRPOMOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIME BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of California.

Arbitration

YOU AND THE COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the iPromote services may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site, your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

No Resale of Service

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your iPromote password or account information), use of the Service, or access to the Service.

Modifications To Service

The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Definitions and Constructions

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

Other

The terms and conditions in, and linked to, this Agreement constitute the entire agreement between you and the Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and the Company relating to your use of the Site or the Service. The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Abusing iPromote

iPromote and its Members work together to keep the Service and Site working properly and the community safe. Please report problems, offensive content, and policy violations to us. If you believe a Listing is in violation of these Terms of Use or the Advertising Guidelines, please report it by sending e-mail to: abuse@ipromote.com. Further, please see our Copyright Policy to see how to report listings that you believe infringe on a copyright you own or control. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our Site, delay or remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.