1. SERVICES. The Platform provides content. When we refer to Content we mean web pages, text, videos, images, audio clips, photos, graphics, advertisements, sponsorships and/or other types of content or data.
2. CONTENT. Publishers are responsible for any Content on the Publisher Site and End Users are responsible for any Content submitted by the End User (e.g., comments on any interactive forum or in any cover email associated with a share). You agree that any Content for which you are responsible will not:
Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others
Violate the privacy, publicity, or other rights of third parties
Be false or inaccurate or become false or inaccurate at any time
Be discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion
Disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others
Misrepresent the source of the Content
Contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Advocate or encourage any illegal activity; or
Have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.
As a Publisher, you can download code from the Site that allows you to associate or "tag" a webpage or a particular piece of Content on your Publisher Site with one of our Buttons ("Publisher Content"). This "tagging", which enables your website visitors to automatically and easily promote, create links, and copy or paste Content from your Publisher Site, is designed to maximize distribution of Publisher Content, drive traffic back to your Publisher Site, and provide Publishers insight into End Users who share Publisher Content. When you tag Content as Publisher Content, you authorize us to use, reproduce, distribute, publicly display and publicly perform the Publisher Content to the extent necessary or desired for us to provide the Services. If you are an End User, you similarly, authorize us to use, reproduce, distribute, publicly display and publicly perform the Content you provide or submit by using the Service.
3. GENERAL RULES OF CONDUCT. It is our goal to make the use of our Site and Services a good experience for all of our Publishers and Users. With this in mind, we have formulated these rules of conduct. You agree not to, nor allow anyone accessing your Account or the Site or Services to:
Conduct or promote any illegal activities while using the Site or Services;
Upload, distribute, post, transmit or otherwise make available, including through the Platform, any Content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
Attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the Platform (including the tools, methods, processes, and infrastructure) or other code or software that enables or underlies the Site or Services;
Modify, change or alter in any way, the proprietary content of a third party using the Platform;
Use the Services in any manner which interferes with the performance or functionality of the APIs or the Platform;
Attempt to gain access to secured portions of the Site or Services to which You do not possess access rights;
Load or transmit any form of virus, worm, Trojan horse, or other malicious code;
Promote or advertise any item, good or service that (i) violates any applicable federal, state, or local law or regulation, (ii) violates the terms of service of any website upon which the Content is viewed, or (iii) determines, in its sole discretion, is inappropriate to be promoted through the Site or the Services;
Use the Site or Services to generate unsolicited email advertisements or spam;
Use any automatic, electronic or manual process to access, search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services.
Use the Site or Services to stalk, harass or harm another individual;
Use any robot, spider, other automatic device, or manual process to extract, "screen scrape," monitor, "mine," or copy any static or dynamic web page on the Site or Services, or any content contained on any such web page for commercial use without our prior express written permission;
Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
Mirror or frame the Site or any portion of the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
4. A SPECIAL NOTE FOR TOOLBAR USERS: If you are an End User using an Toolbar, you represent that you own or have the necessary consents and permissions (whether express, implied or statutory) to use and share -- and to authorize us to enable the sharing of — any Content in the manner contemplated by our Services and these Terms. Please be aware that, as a matter of law, you may not copy and share all Content. Instead, if you are sharing Content that is not "tagged" using an Button, you must have the right as provided by the website terms, copyright owner or applicable law (for example, the principle of fair use) before you can share any Content using any Toolbar.
6. OUR TRADEMARKS. and ADD THIS are registered trademarks in the United States. Other graphics, logos, designs, page headers, button icons, and toolbars appearing on the Site or the Services may be trademarks in the United States and other countries (collectively, with the registered trademarks, the " Marks"). All other logos and trademarks are trademarks of their respective owners. You are not authorized to use any Marks without the prior written permission of . Ownership of all Marks and the goodwill associated therewith remains with us. We hereby grant Publishers a non-exclusive right and license to display any Marks but solely as incorporated into, and subject to the restrictions of use associated with, the code and Buttons licensed in Section 6. Except for this limited license granted to Publishers, you are not authorized to use any Marks.
7. FEEDBACK. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site or the Services, (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
8. INTERACTIVE FORUMS. The Site may contain forums that allow our Publishers and other registered users to interact with us and each other ("Forums"). You are solely responsible for any Content you post to a Forum and the provisions of Sections 3 and 4 apply. We reserve the right, but do not undertake the obligation, to alter, edit, refuse to post or remove a post on the Forums if it does not meet the standards established in this Agreement or for any other reason we deem appropriate. We are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any Content or activities of other users on the Site. You agree that (i) we are not in any manner responsible for the Content, (ii) we do not guarantee the accuracy, integrity or quality of the Content, and (iii) we cannot ensure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Site or Forums. You retain the copyright in any Content that you post in the Forums, and by posting any Content in the Forums, you grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Content in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
Important Notification Requirement for Publishers Sites: We are concerned about the privacy of End Users and want to provide them choice regarding the use of their information. Clearspring, which owns and operates , supports the Self Regulatory Principles for Online Behavioral Advertising and is a member of the Network Advertising Initiative (NAI). Accordingly, we require that your Publisher Sites have a notice with language substantially similar to the following:
"We allow third-party companies, including , to collect certain anonymous information when you visit our website. These companies may use non-personally identifiable information during your visits to this and other websites in order to provide advertisements about goods and services likely to be of greater interest to you. These companies typically use a cookie or a third party web beacon to collect this information. To learn more about this behavioral advertising practice, you can visit www.networkadvertising.org."
11. GEOGRAPHICAL RESTRICTIONS. We make no representation that all of the Services are appropriate or available for use in locations outside the United States or all territories within the United States. If you choose to access our Site and the Services, or make the Services available via the Publisher Site, you do so on your own initiative and are responsible for compliance with local laws.
13. MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.
14. TERMINATION. You acknowledge and agree that we, at our sole discretion, may terminate your use of the Site and/or the Services without prior notice for any reason at any time. You agree that we shall not be liable to You or any third party for termination of your access to the Site and Services. In the event of any termination, you will immediately cease access to the Site and/or the applicable Services, and we will no longer provide You such Services.
15. COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site or Services;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by mail at Copyright Agent at: DMCA Claims, Clearspring Technologies, Inc., 8000 Westpark Drive, Suite 625 McLean, VA 22102 or by email at copyright@. Please note that, pursuant to 17 U.S.C., section 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by in connection with the written notification and allegation of copyright infringement.
16. DISCLAIMERS. THE SITE AND SERVICES AS WELL AS ALL SOFTWARE, MATERIALS, AND TECHNOLOGY USED TO PROVIDE ANY OF THE FOREGOING, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLEARSPRING, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, QUIET ENJOYMENT, UN-INTERRUPTION, AND/OR SYSTEM INTEGRATION. CLEARSPRING, OUR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF THE SITE OR SERVICES, OR THAT PROBLEMS WITH THE FOREGOING WILL BE CORRECTED, OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR FREE.
17. LIMITATIONS OF LIABILITY AND CONTENT. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE, AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT WILL , ITS PARENT, AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OR LIKE DAMAGES, INCLUDING, LOST PROFITS, GOODWILL, LOST OPPORTUNITIES AND INTANGIBLE LOSSES, ARISING IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS, INCLUDING, FOR EXAMPLE AND CLARITY ONLY, DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITIES, OR BUSINESS INTERRUPTIONS, OR RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, THE SITE, THE PLATFORM, OR CONTENT. THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.