Web Site Terms of Use

This agreement ("Agreement" or " Terms of Use") between you and MediaTraks sets forth the terms and conditions which apply to the use by you of the MediaTraks Local Online Advertising Platform web site (collectively, "Services"). Subject to the terms and conditions below, and your acceptance thereof, MediaTraks agrees to grant, and you agree to take, a non-exclusive, non-transferable, single computer license to use and display the Services and related software for your personal (or household or business) use by any machine(s) of which you are the primary user ("Limited Licensee"). Without limiting the forgoing, you agree not to use the contents of Services for any other use or purpose. You further agree that you will not, and will not attempt, to copy or distribute the content of the Services to any other person or otherwise violate the single computer, non-commercial display and use Limited License granted hereunder.

You also agree to be bound by our Web Site Terms of Use and Privacy Policy, which are incorporated herein by reference. In the event of any conflict between those agreements and this Agreement, this Agreement will prevail with respect to your use of the Services.

If you do not understand and accept these provisions, do not use the Services. Your use of the Services shall be deemed to constitute your acceptance of this Agreement and all of MediaTraks’ rules and restrictions related to the Services, as they may change from time to time.

Use Requirements:

If you are using the Services as a business entity, it must be a legally formed and currently valid business entity in the jurisdiction of formation and the person acting for the entity hereby represents that s/he has authority to bind the entity.

Lawful Use:

You agree to use the Services only as lawful in the United States, and all jurisdictions and subdivisions thereof, and in any nation and jurisdiction in the world, and all subdivisions thereof, with respect to which you use, access or reach out to with regard to the Services, including but not limited to your listing, solicitation of offers to purchase, sale, purchase, performance and shipping of goods and services. Without limiting the foregoing, you agree not to post on, offer through or transmit via the Services any material which violates or infringes in any way upon the rights of others; is threatening, abusive or harassing; is defamatory; is invasive of privacy or publicity rights; is obscene; is lewd, lascivious, filthy, excessively violent or otherwise objectionable; or which encourages or constitutes any conduct that would violate any law or give rise to civil or criminal liability under any law. You agree to abide by the terms and conditions of this Agreement and any additional terms, conditions, rules or procedures imposed by MediaTraks or by third-party content providers in connection with third-party content, software or services available on or through the Services. You are solely responsible for paying all fees, taxes, levies, duties and other costs and expenses related to your use of the Services. If you engage in any international transactions, you agree to comply with all import and export laws, restrictions and embargoes.

Directory Listing:

Directories can only be listed or updated by registered agents of the publisher submitting the directory for listing or updating. You will be prompted for your username and password in order to access the Publisher Directory Update section of the site. The publisher directory update section gives you the ability to update, add and alter any information related to the directory that is being listed.

Our Fees and Services:

All fees are in US Dollars. We may change our fee structure, this Agreement and our Services at any time by revising this Agreement and you agree to review this Agreement and our policies and procedures for Changes as more fully set forth in the Additions and Changes section below.

Rights:

The content of the Services includes copyrighted materials, trademarks and other proprietary information, which may include, without limitation, text, software, photos, video, audio visual recordings, graphics, music and sound. The entire contents of the Services are copyrighted as a collective work under the United States copyright laws and/or similar laws of other jurisdictions. MediaTraks owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to MediaTraks. Third-party content providers own the copyright in content that is original to them. MediaTraks Local Online Advertising Platform are trademarks and service marks of MediaTraks Global LLC. All rights are reserved. All other trademarks and service marks appearing on the site are the property of their respective owners, including, in some instances, MediaTraks. All rights are reserved. Use of any of our trademarks, service marks or names as "metatags" on other web sites is prohibited without our prior written permission. You may not display our Services or content in frames or "in-line links" without express written permission from MediaTraks (e-mail requests to Info@mediatraks.com).

You agree not to encumber, license, modify, publish, copy, sell, transfer, transmit, or in any way exploit, any of the content of the Services, nor will you attempt to do so. You agree not to copy, redistribute, publish or otherwise exploit material which you download from the Services without the express prior written permission of MediaTraks and the owner of such material (from whom you are solely responsible for obtaining permission). You further agree and acknowledge that you shall not acquire any ownership rights by downloading material from the Services.

Usage Rules:

You agree not to use bots, spiders or intelligent agent software (or other methods) for any purpose other than accessing publicly posted portions of the Services and then only for the purposes consistent with the Limited License and these Terms of Use. You agree not to attempt to circumvent and access or use restrictions, data encryption or content protection related to the Services; not to data mine the Services and not to in any way cause harm to or burden the Services. You agree that you will not post on or transmit through the Services any advertising or commercial solicitation of any kind whatsoever except for a listing that complies with these Terms of Use, including, without limitation, via e-mail, without MediaTraks' express prior written approval and, if then, solely in accordance with the terms and conditions imposed by MediaTraks with respect thereto. You further agree not to use the Services, or any element or portion thereof (including, without limitation, e-mail addresses of users), for any commercial purpose whatsoever except as part of the services and in compliance with these Terms of Use. You agree not to use the Services in any way that constitutes fraud or misrepresentation or that abuses, defames, stalks, annoys, threatens or violates the rights of privacy, publicity, intellectual property or other legal rights of others (now or hereafter recognized) or to offer, solicit, sale, post, publish, distribute, disseminate or upload any inappropriate, infringing, defamatory, profane, indecent, obscene or illegal/unlawful matters.

Without limiting the forgoing, you agree not to:

• make any representation that is untrue or misleading;
• attempt to impersonate another user or any other third party by selecting or using the name, address, credit card information, e-mail address or avatar of (or belonging to) another user or other person, or otherwise;
• use a user name, address, credit card information, e-mail address or avatar belonging to any other person or entity, for any reason whatsoever, without the prior express written authorization of such person or entity;
• use a user name, e-mail address or avatar in violation of the intellectual property rights of any person or entity;
• use a user name, e-mail address, header or post any content that MediaTraks, in its sole discretion, deems inappropriate;
• disseminate multiple unsolicited copies of e-mail through the Services;
• offer for sale, or upload files that contain, material protected by intellectual property laws, rights of publicity or privacy, except if you own or control such rights or have received all necessary consents, permissions, licenses, approvals;
• upload files that you know or have reason to believe may contain viruses, corrupted files, or any other similar software or program that may result in damage to the operation of MediaTraks' Services or servers or to another's computer;
• advertise or offer to sell any goods or services that you do not have the full right and authority to sell;
• conduct or forward surveys, contests, pyramid schemes or chain letters;
• falsify or delete any attributions, legal or other proper notices or proprietary designations or labels of the origin or source products or content;
• restrict, inhibit, harass or attempt to prevent any other user from using and enjoying the Services;
• disclose personal information and/or collect information about others (especially personal information or information likely to lead to personal identification of another), including e-mail addresses, without their prior consent; or
• violate any applicable domestic or international laws or regulations.

Always use caution and common sense when using the Services, especially when giving out any personally identifying information about yourself or with respect to financial information or transactions. MediaTraks does not control or endorse the offers, solicitations, transactions, content, messages or information made or submitted by users and, therefore, MediaTraks specifically disclaims any responsibility with regard thereto.

Additions and Changes:

You agree to review this Agreement each time you access our Web Site to be aware of Changes (as defined herein). Our employees cannot change the terms of this Agreement except as posted on these Services. MediaTraks has the right, at any time, to:

• add, change or discontinue any aspect or feature of the Services, including, but not limited to, content, financial terms, availability and equipment needed for access or use;
• impose, change or modify its terms and conditions applicable to your use of the Services, or any part thereof; and/or
• to impose, change or modify the terms and conditions of this Agreement ("Changes"). Such Changes shall be effective immediately upon notice by posting the Changes on MediaTraks' Services or by any other method of notice MediaTraks deems appropriate. Any use of the Services by you after notice of the Changes, constitutes acceptance by you of such Changes.

Disclaimers; Limitations; and Waivers of Liability:

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, INCLUDING ALL TRANSACTIONS THAT MAY RESULT FROM YOUR USE OF THE SERVICES, IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT OF ANY WARRANTIES INCAPABLE OR EXCLUSION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT). WITHOUT LIMITING THE FOREGOING, NEITHER MediaTraks NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THE PARTIES TO ANY TRANSACTION FACILITATED BY THE SERVICES MUST LOOK EXCLUSIVELY TO EACH OTHER WITH REGARD TO SUCH TRANSACTIONS.

MediaTraks FACILITATES OFFERS AND ACCEPTANCES MADE BY THIRD PARTIES AND USERS OF THE SERVICES, DISTRIBUTES CONTENT SUPPLIED BY THIRD PARTIES AND USERS OF THE SERVICES AND PROVIDES LINKS TO EXTERNAL LOCATIONS OPERATED BY THIRD PARTIES. ALL COMMUNICATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, AND ALL TRANSACTIONS BETWEEN THEM, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BY OTHER USERS, IS SOLELY MADE BY AND IS THE RESPONSIBILITY OF THE RESPECTIVE PARTIES, AND NEITHER MediaTraks NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS THEREOF, OR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; NOR DO THEY MAKE ANY GUARANTEE, ENDORSEMENT OR WARRANTY WITH RESPECT THERETO. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY COMMUNICATION AND AGREE TO USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WITH RESPECT TO ALL COMMUNICATION AND TRANSACTIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT NEITHER MediaTraks NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT NEITHER MediaTraks NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MediaTraks OR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

You agree that MediaTraks shall have the right, but not the obligation, to monitor the content of the Services and the use of Services by you and other users (including, without limitation, by keystroke capture) to determine compliance with this Agreement and for any other purpose deemed appropriate by MediaTraks and further that MediaTraks may use the information gathered during such monitoring for any purpose deemed appropriate by MediaTraks to the extent permitted by law. You further agree that, subject only to MediaTraks' Privacy Policy as it may change from time to time, personal data provided by you to MediaTraks may be used, to the extent permitted by law, for any purpose MediaTraks deems appropriate and may, within MediaTraks' sole discretion, be given or sold to our affiliates or third parties. You acknowledge that you understand that when you disclose personal information (e.g., user name, e-mail address) on the Services, that information can be monitored, collected and used by others and may result in unsolicited messages from other users or other third parties and that you consent to all such monitoring, collection and use. If you object to our sharing of your personal information, you may opt out of information governed by mandatory opt out provisions under the Financial Services Modernization Act and the Fair Reporting Act, to the extent required by such acts, if we ever collect such information and even though we are not governed by those acts.

Editing/Blocking:

You agree that MediaTraks in its sole discretion, shall have the right, but not the obligation, to edit, refuse to post or remove any offer or material submitted to or posted on the Services, for any reason whatsoever, including, without limitation, if MediaTraks considers that the material constitutes or promotes gambling or any illegal activity, or if MediaTraks considers the material to be pornographic, sexually explicit, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable. Notwithstanding the foregoing, you shall remain solely responsible for the content of material you upload, post or otherwise make available on or through the Services. Furthermore, you acknowledge that the Services may not be monitored and that you do not rely on MediaTraks to monitor or edit the Services or the offers and that the Services and the offers may contain content which you find offensive or which violate these Terms of Use, and you hereby waive any objections you might have against MediaTraks with respect thereto.

External Locations / Linking:

The Services may contain links to external locations (e.g., other web sites, etc.) and the ability to access external portions of the Internet. You agree that MediaTraks is not responsible for the availability of these external locations, the content, including, without limitation, solicitations thereon or products or services made available thereby. You acknowledge that some external locations may contain materials or communications which are unedited, untrue, illegal in some jurisdictions and may be offensive. You agree to access external locations at your own risk and not to permit minors to have access in inappropriate material. You agree that MediaTraks shall not be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in any way whatsoever related to any such external location. Any concerns regarding any external location should be directed to its respective site administrator, systems operator or webmaster and to Info@mediatraks.com.

Indemnification:

You agree to defend, indemnify and hold harmless MediaTraks and its parent, subsidiaries, affiliates, employees, agents, attorneys, third-party content providers and licensors from and against all claims and expenses, including attorneys' fees and costs, arising out of your use of the Services, including but not limited to all transactions related thereto, and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement.

Equipment:

You agree to be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Services, and you shall be responsible for all charges related thereto.

Governing Law:

This Agreement and all aspects of the Services shall be governed by and construed in accordance with the internal laws of the United States and the State of Delaware governing contracts entered into and to be fully performed in Delaware (i.e., without regard to conflict of laws provisions) regardless of your location. You acknowledge that the rights granted and obligations made hereunder to MediaTraks are of a unique and irreplaceable nature, the loss of which shall irreparably harm MediaTraks and which cannot be replaced by monetary damages so that MediaTraks shall be entitled to seek injunctive or other equitably relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for money damages. You agree that any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein (including without limitation, statutory, equitable or tort claims) shall be instituted and prosecuted under the exclusive jurisdiction of any state or Federal court empowered to enforce this Agreement located in Delaware and waive any objection thereto on the basis of personal jurisdiction or venue. However, MediaTraks may, in its sole and exclusive discretion, exercise the option to initiate (or to dismiss its suit, action or proceeding in NJ and then initiate) any such suit, action or proceeding in any court of competent jurisdiction in any territory in which you are present or conduct business or other activities. In any suit, action or proceeding initiated in any state or federal court in NJ, you and MediaTraks irrevocably submit to the jurisdiction and venue of all state and federal courts of NJ and waive any and all objection to such jurisdiction that either may have under the laws of the State of NJ, the United States or otherwise and also waive any right to challenge the convenience of NJ as an appropriate forum. MediaTraks and you hereby waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either MediaTraks against you or you against MediaTraks on any matter whatsoever arising out of, or in any way connected with, this Agreement, the relationship between MediaTraks and you, any claim of injury or damage or the enforcement of any remedy under any law, statute or regulation, emergency or otherwise, now or hereafter in effect.

Miscellaneous:

These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties hereto with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

Complaints or Notices:

MediaTraks takes the intellectual property rights of others very seriously and complies with the complaint procedures of the Digital Millennium Copyright Act. If you believe that any of the material on our Services infringes any rights, including copyrights or trademarks, owned by you, or by an owner for which you are authorized to act, please send the specific details of your claimed infringement via either email or letter to the contact listed below.

DO NOT SEND ANY INQUIRIES UNRELATED TO INTELLECTUAL PROPERTY INFRINGEMENT (E.G., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OF E-MAIL ABUSE, ETC.) TO THE CONTACT LISTED ABOVE. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.

All other correspondence should be sent to: Info@mediatraks.com.

In your notification, please include the following information:

• Identification of the copyrighted work(s) claimed to have been infringed and statement of ownership to such work(s);
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number and email address at which you may be contacted;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• Your physical or electronic signature.

IF YOU HAVE QUESTIONS ABOUT THIS POLICY, PLEASE EMAIL US AT:

info@mediatraks.com