Beacon Ads LLC (BEACON) helps online advertisers and website publishers buy and sell ads better via its website Beacon Ads (the “Site”). By using the Site or creating an account (“Account”), you agree to comply with and be bound by these terms of use (the “Terms”). Please review them carefully. If you do not agree with the Terms, you must not use this Site or create an Account.

The Terms cover matters regarding your participation in:

• Buying and selling ads
• Posting messages
• Using the Site

Use of the terms “we” and “us” in these Terms means BEACON.

BEACON may amend the Terms at any time by posting revised Terms on the Site, and/or sending information regarding the amendment to the email address you provide to BEACON. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. You shall be deemed to have accepted such amendments by continuing use of the Site or of your Account after such amendments have been posted or information about such amendments has been sent to you.

Your Account:

By creating an Account, you represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the jurisdiction in which you reside, and that you possess the legal right and ability to agree to and be bound to these Terms. You agree to be financially responsible for your Account and to comply with your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the Site, including but not limited to those for deposits of funds, account cashouts, payment methods, and refunds. Accounts are non-transferable.

As part of the Account registration process, you will be required to submit an email address and password and to provide contact and billing information. You agree that you will not knowingly select or use the email address of another person or impersonate another party, use an email address subject to the rights of any other party without authorization, or use an email address that BEACON, in its sole discretion, deems inappropriate or offensive. BEACON may refuse to permit you to use a specific Account name or email address for any reason. You are entirely responsible for the accuracy of your information and keeping it up-to-date and for maintaining the confidentiality of your password and contact/account information; failure to do so will constitute a breach of these Terms and BEACON reserves the right to terminate your Account. You agree to immediately notify BEACON of any unauthorized use of your Account or any other breach of security of which you become aware, including but not limited to theft or unauthorized disclosure of your password. Furthermore, you understand and agree that you will be liable for any activity performed by anyone using the Site with your Account.

BEACON reserves the right to terminate or to suspend access to your Account at any time. Reasons include but are not limited to your breach of any of these Terms, any credit or payment issues, if we are unable to verify any information you provide to BEACON, and if we believe that your actions are illegal, fraudulent, harassing, abusive, or may cause legal liability or other harm for BEACON, Account holders, or any other party.

Limited License to Use Site:

Subject to your payment of the applicable fees and compliance with these Terms, BEACON grants you a non-transferable, non-exclusive limited license to use the Site (including, if applicable, BEACON’s ad serving code) to buy and/or sell ads, but not to make any other commercial or other use of the Site or any portion thereof.

Your license is effective until terminated as set forth in these Terms. This license will terminate if you fail to comply with any term or condition of these Terms and BEACON will have no obligation to provide notice to you of such termination.

BEACON reserves all rights not expressly granted herein.

Use Requirements and Restrictions:

In connection with your use of the Site or your Account, if you are a publisher or seller of ads, you agree to:

• Install and use BEACON’s ad serving code on your website at all times that you publish or sell ads through the Site;
• Approve or deny ads in a timely fashion (If your ad zone is set to automatically approve ads, the ads will be programmed to go live on your website immediately, but you have 24 hours to notify BEACON to remove the ads. If your ad zone is set to manual approval, you have up to 24 hours to approve or deny the ad, after which time BEACON may approve the ad at its discretion.);
• Accept BEACON’s terms for release of statistical information (You understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent clicks, and that updates of statistics are generally released, but not guaranteed for, several times a day.);
• Notify us via email if you wish to permanently close your Account;
• Accept BEACON’s terms for payment, cashouts, and the like, as described in the Account registration process on the Site.

If you are a publisher or seller of ads, you also agree that, for as long as you have an Account and are using the Site to publish or sell ads, you will not use any advertising network service that is materially similar to those services offered by the Site.

If you are a publisher or seller of ads, and if you sell or otherwise transfer to another party one or more of your websites, then if the other party validly has its own Account in good standing, you may request that BEACON transfer (“Push”) those websites from your Account to that other party’s Account. BEACON shall have no obligation to Push such websites if that other party does not have a valid and complete publisher Account.

In connection with your use of the Site or your Account, you must not:

• Breach the Terms, including without limitation the Privacy Policy, or any other agreement or policy that you have agreed to with BEACON;
• Violate any applicable law, statute, ordinance, or regulation, including but not limited to those governing financial services, consumer protection, unfair competition, anti-discrimination or false advertising, and U.S. export and import laws (such as the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce);
• Offer or disseminate fraudulent goods, services, schemes, or promotions (such as make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
• Infringe any party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy
• Violate any confidentiality or nondisclosure obligations you have with other parties;
• Remove any proprietary notices from the Site;
• Act in a manner that is defamatory, libelous, slanderous, threatening or harassing;
• Act in a manner that victimizes harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• Provide false, inaccurate or misleading information, impersonate any person or entity, or otherwise misrepresent your affiliate with a person or entity;
• Harvest, collect or disseminate any information about any other Site users or Account holders, including but not limited to any personal data or information, or use such information for marketing purposes unless you receive such Site user’s or Account holder’s express consent to do so;
• Offer or otherwise make available any form of adult, sexually-oriented, or obscene content or services, including without limitation, any pornographic materials, any materials which require individuals to be 18 or older to view or purchase, any escort services, and any adult websites;
• Offer or otherwise make available any form of gambling;
• Use or promote any means to artificially inflate impressions and/or clicks or use deceptive implementation methods to obtain clicks, whether manual or automated, including but not limited to clicking your own ads, asking others to click ads, offering compensation to users for viewing ads or performing searches, promising to raise money for third parties for such behavior or placing images next to individual ads, or using robots or other automated tools;
• Attempt to open a new Account after BEACON has terminated your Account for breach of the Terms;
• Forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Site;
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
• Modify, adapt, translate, prepare derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Site, its software or technology, or attempt to create a substitute or similar service, product or website through use of or access to the Site or technology related thereto;
• Hack the Site, or attempt to defeat or overcome any security measures or encryption technology for the Site or any related data;
• Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or use any device, software or routine to attempt to interfere with use of the Site;
• Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
• Take any action that may cause BEACON to lose any of the services from its internet service providers, payment processors, or other suppliers.

Copyright and Trademark Notice:

The content, organization, graphics, design, compilation, and other matters related to BEACON and the Site are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, framing, use or publication by you of any such matters or any part of the Site is strictly prohibited. In addition, the entire Site is protected as a collective work under the United States and other copyright laws. The collective work includes works that are licensed to BEACON and that are the property of BEACON’s licensors, which are also protected by copyright and other intellectual property laws. You do not acquire ownership rights to any content or other materials viewed through the Site.

All trademarks, service marks, logos, trade names, and any other proprietary designations of BEACON used herein are trademarks or registered trademarks of BEACON. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.

Content of Advertisements:

All content in advertisements bought or sold through this Site, including without limitation data, text, images, sound, video and other information and materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the party from which such Content originated. You, therefore, are solely responsible for all Content that you submit to be placed as advertising or that you upload, post, display, email, transmit or otherwise make available through the Site. BEACON does not control the Content and does not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will BEACON be liable in any way for any Content, including but not limited to any errors or omissions therein or any loss or damage of any kind incurred as a result of the use of any Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness thereof.

Posts:

You understand and acknowledge that all postings you make, including but not limited to postings on the Site, our blogs, via Twitter, and on our Facebook page (“Posts”), are not confidential and may be used by BEACON in any way it deems fit. Your Posts must not violate any applicable law, statute, ordinance or regulation or be defamatory, libelous, obscene, unlawfully threatening or harassing, or the like. You acknowledge and agree that BEACON may or may not screen Posts, but that BEACON shall have the right (but not the obligation) in its sole discretion to screen, refuse, edit, move, or remove any Posts.

Links to Third Party Sites:

The Site may have links or direct you to websites, software or services owned or operated by third parties (“Third Party Properties”). We have not reviewed all of the Third Party Properties to which you may be directed and we have no control over any Third Party Properties. We are not responsible for the content and operation of such Third Party Properties, or the privacy or other practices of such Third Party Properties.

Intellectual Property Rights Policy:

Site users and Account holders are contractually prohibited from providing materials that infringe third party intellectual property rights (including copyright). If you believe that your intellectual property rights have been infringed by one of our Site users or Account holders, please send us email with the following information:

• A description of the copyright, trademark or other intellectual property right that you claim has been infringed;
• A description of where the materials that you claim is infringing is located on the Site, with sufficient detail so that we may find it (such as the advertiser’s or publisher’s name and URL of the page where it appears);
• Your name, address, telephone number and email address;
• Include the following statement, if true, “I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the owner, its agent, or the law.”;
• Include the following statement, if true, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;
• An electronic signature of the owner or a person authorized to act on behalf of the owner of the copyright or other right(s) that have been allegedly infringed.

Please send the written notification to support@beaconads.com.

If you inform us that your rights are being infringed by one of our users or Account holders we may, in our discretion, remove the infringing materials from being available on the Site and, if such user or Account holder continues to infringe your rights (or infringes the rights of others), terminate such user’s or Account holder’s use of the Site.

Please note that you will be liable for damages, including costs and attorneys’ fees, if you materially misrepresent that any material is infringing your intellectual property rights.

Indemnification:

You shall indemnify, defend and hold BEACON, its affiliates, licensors, Account holders, Site users, and each of their owners, directors, officers, employees, agents and representatives (the “Indemnitees”) harmless from any and all damages, liabilities, losses, costs (including reasonable attorneys’ fees), and expenses incurred or suffered by such Indemnitees arising out of, or in connection with, any claim based upon or arising out of (i) any breach or violation of these Terms or any policy or guidelines referenced herein by you; (ii) your gross negligence or willful misconduct; (iii) your submission of Content and Posts; or (iv) your use or misuse of this Site.

Disclaimer of Warranties:

THIS SITE, AND ALL INFORMATION AND OTHER CONTENT AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BEACON DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SITE ITSELF WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ENTIRELY ERROR-FREE OR VIRUS-FREE NOR DOES BEACON MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT OR ANY INFORMATION OR PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE THAT THIS SITE AND THE SERVICES ARE COMPUTER NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability:

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL BEACON, ITS AFFILIATES, AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR ANY SERVICES PROVIDED THERETO (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) IN EXCESS OF THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE GREATER OF: (I) THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO BEACON DURING THE MOST RECENT TWELVE MONTH PERIOD AND (II) THE AMOUNT PAID TO YOU IN COMMISSIONS DURING THE MOST RECENT TWELVE MONTH PERIOD. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL BEACON, ITS AFFILIATES AND EACH OF THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, SERVICE INTERRUPTION, DEVICE OR COMPUTER FAILURE, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF BEACON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT AND RECOURSE WITH ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE USE OF THE SITE. The foregoing limitations allocate the risks between BEACON and you and shall apply notwithstanding any failure of essential purpose of any limited remedy.

U.S. Government Restricted Rights:

If you are an agency or instrumentality of the United States Government, any software and documentation included in or used for the Site are “commercial computer software” and “commercial computer software documentation”, and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction and disclosure of such software and documentation are governed by these Terms.

Enforcement:

BEACON reserves the right and has absolute discretion to enforce the Terms. BEACON may, in its sole discretion, immediately terminate or suspend your Account and/or access to this Site, if it determines that your services, offerings or activities violate the Terms. Without limitation, BEACON also reserves the right to report any activity (including the disclosure of appropriate data or Account information) that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. BEACON also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct. If you want to report any violations of these Terms, please contact support@beaconads.com.

General Terms:

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its principles of conflicts of law. It shall not be governed by the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded. Any dispute arising in connection with these Terms that cannot be settled by negotiation between you and BEACON or their representatives may be submitted at our sole discretion to binding arbitration to be held in Massachusetts in accordance with the rules of the American Arbitration Association. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Massachusetts, USA, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Nothing herein shall prevent BEACON from seeking equitable relief in a court of competent jurisdiction. BEACON and you are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. Any heading contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. 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. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter.

PLEASE READ OUR PRIVACY POLICY (http://beaconads.com/about/privacy) AND REFUND POLICY (http://beaconads.com/about/refunds), WHICH ARE INCORPORATED INTO THE TERMS BY REFERENCE HEREIN.

If you have any questions or comments regarding the Terms, please contact us by e-mail at support@beaconads.com or by U.S. mail to PO BOX 67, South Boston, MA 02127.

Date last updated: March 21, 2012

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