Identified Hits

Create Account

Advertisers and publishers can create an account to start making money right away.
First Name: *
Last Name: *
Company:
Email: *
Password: *
Confirm Password: *
Welcome to the Identified Hits, Inc. (“IDH”) website, located at www.IdentifiedHits.com (the “Site”). The following terms and conditions (these “Terms of Use”) govern your access to and use of the Site, any information, text, graphics or other materials appearing on the Site (the “Content”) and any features, applications or services provided through the Site, including but not limited to the Advertising Delivery Network (as defined below) (collectively, the “Services”). 

PLEASE READ THESE TERMS OF USE CAREFULLY. Your access to and use of the Site, Content and/or Services are expressly conditioned on your compliance with these Terms of Use. By accessing or using the Site, Content and/or Services, registering, clicking “I Agree” or otherwise participating in the Advertising Delivery Network, you hereby represent to IDH that you are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements and agree to follow and be bound by these Terms of Use and our Privacy Policy www.IdentifiedHits.com/home/privacy, which is incorporated herein by reference. If you register on behalf of a business, you represent that you have the authority to bind that business and your acceptance of these Terms of Use will be treated as acceptance by that business. In that event, “you” and “your” will refer to that business in these Terms of Use. If you do not agree to be bound by the terms and conditions of these Terms of Use, do not use or access the Site, Content or Services. 

With this in mind, you agree to and acknowledge the following:

1. Other Terms. Areas of the Site (and your access to or use of certain Content or Services) may have different terms of use posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Use and terms of use posted for a specific area of the Site, Content or Services, the latter shall have precedence with respect to your use of or access to that area of the Site, Content or Services.

2. Privacy & Other Policies. See our Privacy Policy (located at www.IdentifiedHits.com/home/privacy) for information and notices concerning our collection, use and disclosure of personal information IDH receives when you visit, use or access the Site, Content or Services. Your access to and use of the Site, Content and/or Services is subject to all applicable IDH guidelines, requirements and policies which IDH may provide from time to time. These include but are not limited to the Privacy Policy [www.IdentifiedHits.com/home/privacy] and any community forum, conduct or other guidelines (together, the “Policies”). You agree to comply with the Policies in your access to and use of the Site, Content and/or Services. 

3. Modifications

a. Modification of these Terms. We may revise these Terms of Use and Policies (including our Privacy Policy [www.IdentifiedHits.com/home/privacy]) at any time without notice to you. It is your responsibility to check these Terms of Use each time you access or use the Site, Content or Services. Revisions will be deemed effective upon publication on the Site or notice to your registered Account (as defined below). By continuing to access or use the Site, Content or Services after we have posted any such revisions on the Site, you agree to be bound by the revised Terms of Use and Policies. If any revision is not acceptable to you, your only recourse is to cease using the Site, Content or Services. Each time you access or use the Site, Content or Services, you reaffirm your acceptance of the then-current Terms of Use and Policies. 

b. Modification of the Site, Content & Services: IDH reserves the right to improve, modify or remove, in whole or in part, any information or Content appearing on the Site and/or offered through the Services at any time in our sole discretion without notice and without liability. IDH is under no obligation to remove any content and we do so at our sole discretion. IDH may discontinue or revise any or all aspects of the Site, Content and/or Services in our sole discretion and without prior notice. 

4. Registration & Eligibility. IDH reserves the right to refuse or reject access to any or all of its Site, Content or Services to any person or entity for any reason at any time. Access to, registration for, use of and participation and in the Services are void where prohibited. Certain areas or the Site or Services (including participation in the Advertising Delivery Network) require you to register with IDH as a member and create a unique, password-protected account (your “Account”). Your registration information and certain other information about you will be used by IDH in accordance with the IDH Privacy Policy, located at www.IdentifiedHits.com/home/privacy_policy. By registering, clicking “I Agree” or otherwise using or participating in the Services, you represent to IDH that you: 

* are at least eighteen (18) years of age and otherwise capable of entering into and performing legal agreements;

* have the right, authority and capacity to enter into these Terms of Use;

* will provide truthful and accurate information;

* will actively maintain and update all Account information so that it remains complete and accurate;

* have not violated, and will not violate, any laws or regulations, including but not limited to intellectual property rights, publicity or privacy rights, unfair competition, privacy, anti-discrimination or false advertising, during your use of the Site, Content or Service; 

* have not violated, and will not violate, any agreements between you and any third party, or any obligation owed by you to any third party; and

* agree to be legally bound by these Terms of Use.

You may not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of any third person or entity without appropriate authorization; (iii) register for the Advertising Delivery Network using more than one username; (iv) register for more than one Account for each individual, household or entity; or (v) register an Account for another individual, group or entity on their behalf without their authority. IDH reserves the right to refuse registration of, or cancel, an Account or selected username in its discretion.

5. Guard Your Account and Password. You are responsible for safeguarding and maintaining the confidentiality of your Account password. You agree not to disclose your password to any third party. You agree to take full and sole responsibility for any activities or actions under your username, password and Account, whether or not you have authorized such activities or actions. You will immediately notify IDH of any unauthorized use of your username or password. You are responsible for keeping your Account information current, complete and accurate. You acknowledge and agree that IDH will have no responsibility or liability, directly or indirectly, for failure to deliver notices or payments that result from inaccurate Account information. 

6. Advertising Delivery Network. IDH has developed and maintains a network of registered advertisers and publishers, and related technology to direct customized advertisements and links from advertisers (“Advertisers”) to the websites of selected participating publishers (“Publishers”) (the “Advertising Delivery Network”). The Advertising Delivery Network allows Advertisers to create customized advertising content, including written content, images, graphics, URLs and other materials (the “Ads”). The Advertising Delivery Network also allows Advertisers to provide IDH with Ad-targeting criteria and to use the Advertising Delivery Network services and components to assist with targeted delivery of an Ad (an “Ad Campaign”) to selected publishers. The Advertising Delivery Network allows Publishers to deliver relevant Ads according to certain selected price thresholds or performance metrics. IDH may change, suspend or discontinue the Advertising Delivery Network at any time without prior notice. 

a. Advertisers. As an Advertiser, you may begin creating Ads and Ad Campaigns as soon as you register with IDH and set up your Account. In the “Campaign Manager” area of the Site, you will select the activities and financial metrics relating to an Ad that will trigger a payment by you to IDH (e.g., delivery of an impression) (an “Action”). You will provide your Ads to IDH according to the procedures described in the Campaign Manager. To allow IDH to serve your Ads on the websites of publishers (“Publisher Websites”), you grant IDH an unlimited, non-exclusive, fully transferable, worldwide, royalty-free, fully paid right and license to use, reproduce, modify, create derivative works from, distribute, perform, transmit and display the Ads, including in multiple, different size layouts, and to commercially monetize and exploit the same solely for the purposes of the Advertising Delivery Network, as set forth herein. IDH disclaims all liability relating to your Ads and Ad Campaigns. You are solely responsible for your Ads and Ad Campaigns, any services and products you offer through your Ads and Ad Campaigns and any websites that can be linked to from your Ads and Ad Campaigns. You may cancel or suspend an Ad or Ad Campaign, effective within approximately fifteen (15) minutes of IDH’s receipt of your cancellation notice, by following the instructions in the Campaign Manager. IDH may, in its discretion, reject or remove, or suspend (such as in the event your Ad Campaign spending limit has been reached), any of your Ads from the Campaign Manager or the Publisher Websites at any time. 

b. Publishers. If you are a Publisher, and subject to your compliance with the terms and conditions of these Terms of Use, IDH will deliver the Ads to your specified Publisher Website(s). IDH will provide Publishers with instructions for implementation of any software, technical specifications or guidelines for delivery of the Ads, which instructions form part of these Terms of Use and are incorporated herein by reference. You agree to comply with the technical specifications provided by IDH to enable proper display of the Ads in connection with the Advertising Delivery Network, including without limitation by not modifying the HTML, JavaScript or other programming provided to you by IDH in any way. IDH and/or the Advertisers will own content and creative for the Ads, and you will display the Ads as they are provided by IDH without modification.

7. Participation & Communication.

a. Your Use. Your access to and use of the Site, Content and/or Services is at your own risk. Although the Site, Content and Services enable Advertisers to direct customized Ads and links to Publisher Websites, IDH has no responsibility to control or monitor any information or exchanges between or among users or participants of the Site, Content or Services, including but not limited to the Advertising Delivery Network. IDH does not screen, edit, review or control the Ads, information, content, photos, videos or materials posted, uploaded, published, submitted, displayed or made available by users or otherwise exchanged between users (collectively, “User Content”) using the Site, Content or Services. IDH also does not control the interactions, sales, purchases, communications, exchanges, meetings or other conduct made between users (“User Conduct”). Some people may find some User Content or User Conduct objectionable, inappropriate or offensive. IDH does not control or guarantee, nor is IDH responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any such User Content or User Conduct. IDH assumes no responsibility for monitoring any User Content or User Conduct. If IDH chooses, at any time in its sole discretion, to monitor (in whole or in part) User Content or User Conduct, IDH nonetheless assumes no responsibility for User Content or User Conduct, no obligation to modify or remove any User Content and no responsibility for User Conduct during use of, or as a result of access to or use of, the Site, Content or Services. You agree that IDH has no responsibility or liability for the deletion or failure to store, maintain or transmit any User Content. You acknowledge and agree that IDH will have no responsibility or liability, directly or indirectly, for: (i) User Content or User Conduct; (ii) the availability of the Site, Content or Services (including access to your Account); or (iii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the Site, Content or Services.

b. Your Communication. You agree to direct to IDH and not to any other Advertiser or Publisher, as the case may be, all communications regarding any matter arising out of your access to, use of or participation in the Site, Content and Services. 

c. Telecommunications and Internet Services. You acknowledge and agree that your use of the Site, Content or Services is dependent upon access to telecommunications and Internet services. You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Site, Content and Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. IDH shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

8. Intellectual Property Rights.

a. User Content. You retain ownership of your User Content. You do not transfer ownership or copyrights by posting content on or through the Site, Content or Services. By submitting, posting, uploading or sending any User Content to or through the Site, Content or Services, you automatically and hereby grant, and you represent and warrant that you have the right to grant, IDH a royalty-free, perpetual, irrevocable, fully paid, non-exclusive and fully sublicensable right and worldwide license (with the right to sublicense) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display such User Content (in whole or part) on or through the Site, Content and Services, including Publisher Websites. If you choose to remove your User Content, the license granted above pertaining to such removed User Content will automatically expire, however you acknowledge that IDH may retain archived copies of your User Content.

b. Ad Display. Subject to your compliance with these Terms of Use, IDH and the Advertisers hereby grant to you, solely in your capacity as a Publisher, a non-exclusive, non-transferable, non-sublicensable license during the term to display the Ads on your Publisher Website in the form provided by IDH, in accordance with the terms and conditions of these Terms of Use and any instructions or guidelines provided by IDH. You will not copy, modify, create derivative works of, distribute, or otherwise provide or re-syndicate the Ads. 

c. IDH Property. Except as expressly permitted in these Terms of Use, you will not earn or acquire any rights or licenses in the Site, Content or Services. You acknowledge and agree that IDH and its licensors own all right, title, and interest in and to the Site, Content and Services, including all intellectual property rights therein, even if IDH or its licensors incorporate any user Feedback, comments or communications into subsequent versions of the Site, Content or Services. The Site, Content and Services are protected by copyright, trademark and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use the Site, Content or Services.

d. Trademarks & Information. You grant IDH a non-exclusive license during the term of these Terms of Use to use, copy, display, distribute, and disclose your name, logo, and account information on the IDH website and in IDH marketing materials. You also grant IDH a non-exclusive license during the term of these Terms of Use to index and cache your Publisher Website and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting the Advertising Delivery Network, soliciting other Publishers and Advertisers to participate in the Advertising Delivery Network, and directing advertisements to your website. In using your information, IDH will comply with the IDH Privacy Policy <insert url>. In addition, you represent to IDH that you have all rights and permissions necessary to provide any information relating to users behavior in connection with any Ads and to share aggregate information.

e. Reserved Rights. You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to you or used by IDH in connection with the Site, Content or Services in any way, unless expressly authorized in writing by IDH. IDH may modify the format and look and feel of the Site, Content and Services from time to time. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in the Site, Content or Services. Any rights not expressly granted herein are deemed withheld. 

9.  Payment. 

a. Advertisers. Calculation of the fees you owe IDH under these Terms of Use (“Fees”) is dependent on how you bid for your Ads via the IDH Campaign Manager when you create Ads and Ad Campaigns. If IDH is sending you invoices, you will remit payment within ten (10) days of the date of IDH’s invoice. If IDH is not sending you invoices, IDH will either charge your credit card or deduct the Fees from an IDH payment account that you have established with an IDH authorized third-party payment processor (e.g., PayPal). IDH may elect to accumulate multiple charges and invoice or charge you when your unpaid Fees total a threshold amount. If you decide to cap your expenditure for an Ad Campaign, IDH will use commercially reasonable efforts to end such campaign when the cap has been reached; however, any Fees that exceed the cap are your sole responsibility. Fees will exclude all applicable taxes. Fees are based only on IDH’s measurements of Actions, and IDH does not reconcile Action data with third-party advertisement servers. If IDH becomes aware of fraudulent actions, relating to an Ad Campaign, it may reverse certain amounts charged to you. For the purposes of checking credit, effecting payment and/or servicing your account, IDH may share with companies who work on its behalf, such as payment processors and/or credit agencies, any credit-card and related payment information that you provide.

b. Publishers. As a Publisher, you will be able to generate revenue through valid, end user Actions relating to Ads displayed on your Publishers Websites. IDH will pay Publishers a CPM percentage revenue payment (as you have specified in the “Site Manager” section of the Site) based on the revenue received from Advertisers for Ads displayed on your Publisher Website, less any refunds or credits due to the Advertisers, merchant card fees, ad-serving fees, campaign referral fees and other related expenses. Payments earned as a result of valid Actions will accrue and be posted to your Account.  You will be able to view an estimate of CPM payments earned under these Terms of Use in your Account. 

c. Data. Amounts due to or owed by you will be determined solely by IDH based on data—regarding impressions, clicks, conversions and other applicable metrics—collected by and/or supplied to IDH. If you dispute IDH’s calculation with respect to amounts owed to you, IDH will use reasonable efforts to resolve that dispute in good faith, but IDH’s resolution will be final.

d. Prohibited Actions. You will not use robots, spiders, or other means of creating any artificial or fraudulent impressions of the Ads. You will not disrupt, intercept or redirect any links from the Ads displayed on Publisher Website. IDH will have no obligation to pay any amounts determined by IDH to have resulted from fraudulent, misleading or false activities or from any breach of these Terms of Use. 

e. Account Transfer Terms. Generally, accrued payments will be available for withdrawal or transfer from your Account thirty (30) days after the end of the calendar month in which they accrued or within thirty (30) days of the end of the month in which applicable revenue is received by IDH from Advertisers. All payments will be made in U.S. Dollars. If payments due to you in any month are less than twenty dollars ($20), IDH will credit these amounts due to your Account but only permit you to withdraw or transfer them in the next month in which cumulative amounts due are at least twenty dollars ($20). You will not be entitled to receive interest on any Account payments. 

f. Taxes & Required Documentation. You are responsible for calculating and paying all taxes owed on all compensation or amounts received by you from us. If any governmental entity determines that we are responsible for paying taxes on your behalf, any further compensation will be net of taxes and you will promptly refund to us the amount(s) which we were required to pay on your behalf. If you are an individual or non-corporate entity, you must complete and submit to us an IRS Form W-9 (if you are a US citizen) or an IRS Form W-8ECI or W-8BEN (as applicable, if you are a non-US Citizen) in order for us to pay you and to prevent backup withholding on payments. 

g. Payment Term. IDH payment terms at any time, upon thirty (30) days’ prior notice of any such change (unless IDH is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to you by IDH (or such other time period specified in such notice). If any such modified payment terms are not acceptable to you, your only recourse is to cease participation. By continuing to participate following notice of any modified payment terms as set forth herein, you accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing your Account, IDH may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that you provide. 

10. Term & Termination. These Terms of Use are in effect until terminated. 

a. Termination. You may terminate these Terms of Use at any time by disabling your Account. As an Advertiser, you may terminate any Ad Campaign at any time by following instructions set forth in the Campaign Manager; as a Publisher, you may terminate participating (or change or cease which Publisher Websites receive Ads) through the Site Manager. IDH may immediately terminate your Account for any reason, including without limitation upon receipt of claims or allegations from third parties or authorities or if IDH believes you have breached any term or condition of these Terms of Use. IDH is not required, and may be prohibited, from disclosing a reason for the termination of your Account. All decisions regarding the termination of Accounts shall be made in the sole discretion of IDH. IDH may immediately terminate these Terms of Use, or cancel in whole or in part, the Site, Content or Services, for any reason at any time. IDH is not required to provide you notice prior to terminating your access to or use of the Site, Content or Services. You agree that no liability shall arise from any termination by IDH. 

b. Effect of Termination. Upon termination of these Terms of Use, your right to access or use the Site, Content or Services will automatically terminate. In the event of termination, your Account will be disabled and you may not be granted access to your Account or any files or other content contained in your Account although residual copies of information may remain in the IDH system. Upon termination: (i) all licenses granted to you hereunder will immediately terminate and you will cease all use of the Site, Content and Services; (ii) you will promptly destroy all copies of IDH Content (including any software or technology) in your possession or control; (iii) you will pay all undisputed amounts, if any, due to IDH within thirty (30) days from the last day of the month in which termination occurs; (iv) IDH will pay all undisputed amounts due to you within ninety (90) days from the last day of the month in which termination occurs; (v) IDH will refund you any unused fees, if any, due within ninety (90) days from the last day of the month in which termination occurs; and (vi) each party will return or destroy all Confidential Information of the other party then within its possession or control. Upon termination, IDH may continue to use any user analytics collected by your use of or access to the Site, Content or Services for solely internal (including archival) purposes, and all related licenses you have granted IDH shall remain in effect for this purpose only. In the event that these Terms of Use or the Site, Content or Services expire or are terminated, IDH shall not be obligated to return any materials to you. Upon termination or expiration of these Terms of Use, those terms that should by their nature survive will survive, including the indemnification, warranty disclaimers, limitation of liability and confidentiality provisions.

11. Confidential Information. 

a. General. During your access to or use of the Site, Content or Services, each party may receive Confidential Information from the other. Except as expressly authorized by these Terms of Use or necessary for performance under these Terms of Use, each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing these Terms of Use, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use reasonable efforts to maintain the confidentiality of all such information, and no party will use less effort than it ordinarily uses with respect to its own Confidential Information. The foregoing will not restrict either party from disclosing Confidential Information: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors, or prospective acquirors or investors. Confidential Information excludes information that: (w) is or becomes generally known to the public through no fault of the recipient; (x) is rightfully known by the recipient at the time of disclosure without a confidentiality obligation; (y) is independently developed by the recipient without use of the disclosing party’s Confidential Information; or (z) the recipient rightfully obtains from a third party without disclosure restrictions.

b. Specific. IDH’s Confidential Information includes: (i) any IDH business or technical information, including technology whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, inventions, techniques, designs or other technical information and the results of any performance tests of the Site, Content or Services; (ii) the Advertising Delivery Network and all related software, technology, guidelines and documentation; (iii) campaign metrics (e.g. click-through rates, conversion rates, targeting criteria or other statistics), amounts paid or payable, and other statistics relating to the Site, Content or Services; (iv) IDH’s methods for selecting and directing Ads to Publisher Websites; and (v) trial features or any other information designated in writing by IDH as “confidential” or any designation to the same effect. Your Confidential Information means any confidential business or technical information you provide to IDH and any personally identifiable information about users of your Publisher Websites. 

12. Representation & Warranties.

a. Your Authority. You represent and warrant to IDH that: (i) you have all requisite power and authority, corporate or otherwise, to enter into these Terms of Use, conduct yourself and your business and to execute, deliver, and perform all of your obligations under these Terms of Use; (ii) you have provided, and will continue to provide, information that is correct and current; (iii) you are the owner—or the authorized agent of the owner—of your information, content, communications and other materials and have full technical and editorial control of the same (including your Ads if you are an Advertiser and your Publisher Websites if you are a Publisher); (iv) you have the right to grant the licenses granted under these Terms of Use; (v) your performance under these Terms of Use and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; (vi) you are generally familiar with the nature of the Internet and you will comply with all laws and regulations that may apply to display of your User Content, including privacy laws; (vii) your performance under these Terms of Use will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (viii) you will participate in the Advertising Delivery Network solely for the purposes intended and expressly permitted.

b. Your Materials & Conduct. You represent and warrant that your User Content or any other information or material you submit or make available to others during your access to and use of the Site, Content or Services and IDH’s use thereof pursuant to these Terms of Use, and your User Conduct: (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, proprietary, publicity or privacy right; (ii) do not contain content that is violent, vulgar, obscene, pornographic or offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive; (iii) are not fraudulent, deceptive, false, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not “stalk”, harass others, promote bigotry, racism, hatred or mental or physical harm or abuse against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Site, Content or Services; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote gambling or promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your information, content, communications or other material are created, displayed or accessed (including but not limited to laws governing false or deceptive advertising, sweepstakes, comparative advertising or trade disparagement) or would give rise to civil liability; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancel bots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or use of the Site, Content or Services, or disable, damage or erase any portion of the Site, Content or Services processed or stored therein; (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters; (ix) do not contain personal information from any other individual or group, without their prior consent and authorization; and (x) impersonate any individual or group or misrepresent your affiliation with any individual or group.

c. Prohibited Actions. You are responsible and liable for all of your activities while using, accessing or participating in the Site, Content or Services. You represent, warrant and agree that you will not to do any of the following while using the Site, Content or Services:

* Register for more than one Account, or register an Account for another individual, group or entity on their behalf; 

* Copy, modify or distribute the HTML code used to generate web pages on the Site;

* Access, tamper with or use non-public areas of the Site, IDH’s computer systems, or the technical delivery systems of IDH’s providers;

* Attempt to probe, scan or test the vulnerability of any IDH system or network or breach any security or authentication measures;

* Attempt to access or search the Site, Content or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by IDH or other generally available third party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox);

* Use automated scripts to collect information from or otherwise interact with the Site, Content or Services;

* Frame or link to the Site, except as may be expressly permitted in writing by IDH;

* Send or transmit unsolicited bulk email, junk mail, “spam” or chain letters; 

* Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content or Services to send altered, deceptive or false source-identifying information;

* Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content or Services;

* Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, worm, overloading, flooding, spamming or mail-bombing the Site; 

* Harvest email addresses or use the Site, Content or Services to send unsolicited or unauthorized advertising, promotional materials, direct marketing pieces, junk mail, junk advertising, spam, chain letters, pyramid schemes, or any other form of solicitations not authorized by IDH;

* Generate fraudulent impressions of or fraudulent clicks on any Ad, 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; 

* Edit, modify, filter or change the order of the information contained in any Ad, or remove, obscure or minimize any Ad in any way; or

* Redirect an end user away from any web page accessed by an end user after clicking on any part of an Ad, provide a version of the Ad or its landing page different from the Ad or landing page an end user would access by going directly to such Ad landing page or intersperse any content between the Ad and the Ad landing page.

Failure to abide by any of the provisions above may result in immediate termination of your Account or ability to access the Site, Content or Services and legal action will be pursued if warranted by the offense. IDH will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. IDH will involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that IDH has no obligation to monitor your access to or use of the Site, Content and Services, or any information you may provide during your use of or access to the Site, Content and Services, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms of Use or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

13. Indemnification. You will indemnify, defend and hold IDH, and its officers, directors, employees, agents, affiliates and licensors (collectively, the “IDH Entities”) harmless from any third-party claim or liability (including reasonable attorneys’ fees) directly or indirectly arising out of or relating to (as applicable): 

(i) your use of the Site, Content or Services, or any other actions related to the use of your Account; 

(ii) the alleged or actual fraud, manipulation, violation or other breach of these Terms of Use by you, including breach of any representation made by you hereunder;

(iii) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third party as a result of any action or participation in the Site, Content or Services by you;

(iv) information, data, files or other content that you submit to the Site or during your use of or access to the Site, Content or Services; 

(v) your participation in the Advertising Delivery Network, including but not limited to, claims relating to a violation of any third party’s right of privacy, or of your privacy policy, arising from such participation; 

(vi) your Ads, including, without limitation, claims that your Ads infringe any privacy, publicity, intellectual property, or proprietary rights of any third party; and

(vii) your gross negligence or willful misconduct.

(collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the IDH Entities. IDH shall have the right to withhold any payments due to you, if any, to offset liabilities and expenses covered hereunder. IDH shall have the right, in its sole discretion, to select its own legal counsel to defend IDH from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all IDH’s reasonable attorneys’ fees incurred in connection therewith. You shall notify IDH immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your or IDH’s ability to fully perform their respective duties or to exercise its rights under these Terms of Use. You shall not, without the prior written approval of IDH, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for IDH. 

14. Warranties; Disclaimers.

a. Your Warranty. You warrant that you will use all reasonable efforts to ensure that all materials supplied by you to IDH for use with the Site, Content and Services do not infringe any third party Intellectual Property rights, publicity or privacy rights of any third party; are not defamatory; lewd, pornographic or obscene; and that your use of the Site, Content and Services shall be in compliance with all applicable laws and does not violate any laws regarding unfair competition, privacy, anti-discrimination or false advertising.

b. No Guarantee; Warranty Disclaimer. Your use of the Site, Content and Services are at your sole discretion and risk. IDH does not warrant or make any representations about the suitability of the Site, Content or Services for any purpose. The Site, Content and Services, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. No advice or information, whether oral or written, obtained by you from IDH or from your use of or access to the Site, Content and Services, shall create any warranty not expressly stated in these Terms of Use.

IDH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY RELATING TO THE SITE, CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. IDH makes no guarantees and disclaims any warranties: (i) regarding the availability, operation, security, accuracy, reliability, maintenance, timing or delivery of the Site, Content or Services; (ii) that use of or access to the Site, Content or Services will secure any success or generate any revenue or the amount of payment (if any) to be made hereunder; (iii) regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks’ (iv) regarding the goods, services, advice, content, information, other material or links provided by any third party service providers, Advertisers, Publishers, other users, members or guests; (v) that you will be satisfied with the Site, Content or Services, that Ads will be served on Publisher Websites, or that the Site, Content and Services will meet your requirements; or (vi) that the Site, Content and Services will be error-free or that any errors will be corrected. 

IDH disclaims all liability for any claims, losses or damages arising out of, in connection with, or caused by: (i) any errors or omissions in any information provided to IDH by users in connection with the Site, Content or Services, and (ii) any actions taken by IDH at an Advertiser’s or Publisher’s direction. IDH shall have no liability for any claims, losses or damages arising out of, in connection with, or caused by your use of any third-party products, services, software or web sites that are accessed via links from within the Site, Content or Services, including without limitation as such products, websites software and services relate to Advertisers. 

IDH assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Site, Content and Services or combination thereof, including any injury or damage to you or to any person's computer related to or resulting from access to or use of the Site, Content and Services. IN NO EVENT SHALL IDH BE LIABLE FOR ANY DAMAGES OF ANY TYPE INCLUDING BUT NOT LIMITED TO LOST PROFITS, DIRECT, INDIRECT, SPECIAL, GENERAL, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES THAT ARISE OUT OF OR IS IN ANY WAY CONNECTED WITH ANY INTERRUPTION IN THE SITE, CONTENT OR SERVICES. 

Under no circumstances shall IDH be responsible for any loss or damage, including personal injury or death, resulting from your access to or use of the Site, Content and Services, from any user information, content or communications posted on or through the Site, Content or Services, or from the conduct of any users of the Site, Content and Services, whether online or offline. 

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

15. Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM YOUR BREACH OF SECTIONS [11] (CONFIDENTIAL INFORMATION) AND [12] (REPRESENTATIONS & WARRANTIES) AND ANY OBLIGATIONS UNDER SECTION [13] (INDEMNIFICATION), EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER UNDER THESE TERMS OF USE WILL BE LIMITED TO THE AMOUNTS PAID OR OWING BY EITHER PARTY TO THE OTHER TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IDH WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SITE, CONTENT OR SERVICES, OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE SITE, CONTENT OR SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT IDH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, IDH WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM PARTICIPATION IN THE ADVERTISING DELIVERY NETWORK, TERMINATION OF THE SITE, CONTENT OR SERVICES, OR ANY CESSATION OF SITE, CONTENT OR SERVICE FUNCTIONS.

You acknowledge that IDH permits your access to and use of the Site, Content and Services relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties and will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.

IDH shall have no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to IDH’s infrastructure or connectivity to the Internet, or failure of any related site or third party distribution partner (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, IDH will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

16. Acknowledgment of Beta Program. You acknowledge and agree that: (a) the Site, Content and Services, including in particular the Advertising Delivery Network, have not yet been commercially released or officially launched by IDH; (b) the Site, Content and Services may not operate properly, be in final form or fully functional; (c) the Site, Content and Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Site, Content and Services fully functional; (e) the information obtained using the Site, Content and Services may not be accurate; (f) use of the Site, Content and Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) IDH is under no obligation to release a commercial or official version of the Site, Content and Services; and (h) IDH has the right unilaterally to abandon development of the Site, Content and Services, at any time and without any obligation or liability to you. 

17. No Endorsement; No Publicity. IDH does not endorse, verify, evaluate or guarantee any Ads, User Content or other information or materials posted or submitted to or through the Site, Content or Services, and nothing shall be considered as an endorsement, verification or guarantee of such. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by IDH of you or your information, content or communications; or (ii) relating to these Terms of Use, without the prior review and written approval of IDH. Notwithstanding the foregoing, you may accurately disclose and describe your access to and use of the Site, Content and Services (for example, describing and promoting your information, content or communications on your blog or in emails).

18. Links. The Site, Content and Services may provide, or third parties may provide, links to other websites or resources. IDH does not control these links and links to such websites or resources do not imply any endorsement by IDH of such websites or resources or the content, products or services available from such websites or resources. You acknowledge and agree that IDH is not responsible or liable for: (i) any content, advertising, products, services or other materials on or available from such websites or resources, (ii) the availability of such external websites or resources, and third-party content accessible through the Site, Content or Services including opinions, advice, statements and advertisements, (iii) the availability or accuracy of, such third-party websites or resources; (iv) the content, advertising, products or services on or available from such websites or resources; (v) any opinions, advice, offers or other information on or available from such websites or resources. the quality of third party products or services; or (vi) fulfilling any of the terms of your agreement with a third party seller, including delivery of products or services and warranty obligations related to such purchased products or services. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that IDH is not responsible for any loss or damage of any sort you may incur from dealing with any third party. You further acknowledge and agree that IDH 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 website or resource. You should refer to the policies posted by other websites regarding privacy and other topics before you use them. 

19. Notifications. We may provide notices to you either by posting them on the Site or by email. All notices are effective upon posting or when delivered. Additionally, we may provide notices to you by email to the email address specified in your Account, by posting a message to your Account interface or by posting a message to the Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to your Account interface or on the Site). Any notices to IDH must be sent either: (i) via first class or air mail or overnight courier to IDH, Inc., 680 Mission St. #17E, San Francisco, CA 94105; or (ii) via confirmed facsimile (fax number (636) 533-5742), with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.

20. General. 

a. Governing Law. These Terms of Use will be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. You agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California for any action arising out of or relating to these Terms of Use, the Site, Content or Services. The federal and state courts of San Francisco County, California will have non-exclusive jurisdiction over all such actions.

b. Disputes. If you have a dispute with IDH, our goal is to learn about and address your concerns and try to resolve your dispute to your (and our) satisfaction. If you are unable to resolve your issue by working directly with IDH, we offer (and you agree) to the following alternative dispute resolution (“ADR”) procedures as alternatives to litigation: 

i. Binding Arbitration. For any dispute, controversy, or claim (excluding claims for injunctive or other equitable relief) arising out of, relating to, or concerning the interpretation or performance of these Terms of Use, or related to the use of the Site, Content or Services, where the total amount of the award sought is less than $10,000.00 USD, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established ADR provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (x) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (y) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (z) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For purposes of this sub-section (i), all parties hereby waive their right to a jury trial and the right to appeal.

ii. Law and Forum for Disputes. Except as otherwise agreed by the parties or as described above in subsection (i) (“Binding Arbitration”), you agree that any claim or dispute you may have against IDH must be resolved by a court located in San Francisco, California. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of the State of California, without regard to conflict of law provisions.

iii. Improperly Filed Litigation. All claims you bring against IDH must be resolved in accordance with this Section 20(b) of these Terms of Use. All claims filed or brought contrary to section 14 shall be considered improperly filed a breach of these Terms of Use. Should you file a claim contrary to Section 20(b), you acknowledge and agree that IDH may recover attorneys fees and costs (including in-house attorneys and paralegals) up to $1,000.00 USD, provided that IDH has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

c. Assignment. You may not assign, transfer or sublicense these Terms of Use without IDH’s prior written consent. These Terms of Use may be freely assigned by IDH without your consent. Any attempt to assign these Terms of Use other than as permitted above will be invalid. 

d. Entire Agreement. These Terms of Use constitute the complete and entire agreement between the parties regarding the Site, Content and Services and supersedes all previous written and oral agreements, communications and other understandings relating thereto. All modifications must be in writing signed by both parties, except as otherwise provided herein. In the event that a portion of these Terms of Use is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of these Terms of Use or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. These Terms of Use is intended for the sole benefit of the parties and is not intended to benefit any third party.

e. Relationship Between the Parties. Nothing in these Terms of Use shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. 



Last Updated: [April 11, 2008]
I accept the Terms of Service.

or Cancel