Web Promotion Systems Membership Agreement

Web Promotion Systems LLC., ("WPS") asks that you please read this Member ("Member") Agreement ("Agreement") carefully and completely before using any of the services offered by WPS. Because by clicking on the ("REGISTER") button below or when you first sign up, and or by using any of WPS services you agree to become bound by the terms and conditions of this agreement. If you for any reason do not agree to all the terms and conditions of this agreement, then (do not click on the Register button) and you will not have any right to use the services offered by WPS. WPS's acceptance is expressly conditioned upon you accepting all the terms and conditions of this agreement, excluding all other terms; if these terms and conditions contained herein are interpreted or considered as an offer by WPS, then WPS acceptance is expressly limited to these terms and conditions.

The web pages available at www.webpromotionsystems.com, and all linked pages/sites unless otherwise indicated ("WebSite/s"), are owned and operated by WPS, and are accessed by you ("Member") only under the following terms and conditions: 

1. ACCESS TO WPS SERVICE/S

Subject to the terms and conditions of this Agreement, WPS may offer a wide variety of service/s ("Service/s") including free website hosting and like servers as well as services that relate directly to facilitating the purchase and sale of Internet advertisements by bringing together both Internet advertisers and publishers, as described on the WebSite/s, and which are selected by Member through the processes provided on the WebSite/s. Company may change, suspend or discontinue the Service/s (or Member's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. WPS reserves the right, at its own discretion, to refuse to allow access to the Service/s to any applicant or Member at any time. WPS also reserves the right, at its sole discretion, to modify this Agreement at any time by posting the new version here on this WebSite, or by sending Members a notice via email or postal mail. Use of the Service/s by Member following such notification constitutes Member's acceptance of the modified terms and conditions. Member hereby certifies to WPS that if Member is an individual (i.e., not a company) Member is also at least 18 years of age. Member also certifies that Member is legally permitted to use the Service/s and access the WebSite/s, and Member takes full responsibility for the selection and use of the Service/s. This Agreement is void where prohibited by law, and the right to access the WebSite/s is revoked in such jurisdictions. 

2. REGISTRATION AND SECURITY

As a condition to using WPS’s Service/s, Member is required to register with Company and select a password and Member name ("WPS User ID"). Member must provide WPS with complete, accurate and up-to-dated registration information. Failure to do so shall constitute a breach of this Member Agreement, which may result in immediate termination of Member’s account.

Member may not (i) use as a WPS User ID a name subject to any rights of a person other than Member without appropriate authorization; (ii) select or use as a WPS User ID the name of another person with the intent to impersonate that person; (iii) register for the Service/s using more than one WPS User ID. WPS reserves the right to refuse registration of, or cancel a WPS User ID in its sole discretion. Member shall be responsible for maintaining the confidentiality of Member's WPS password.

3. WPS Hosting

WPS provides free of cost high quality hosting with the purchase of two domain names or it can be purchased for $25.00. For anyone who obtains our hosting with the purchase of 2 domain names after one year of activation they will be billed $25.00. 

WPS is not responsible for the content of any personal home page, nor do the opinions or ideas expressed in user-generated web pages necessarily reflect those of WPS. The contents of user-generated web pages are not reviewed or censored in any way before they appear on WPS Hosting. You may not set up a "gateway" site on the WPS servers. A "gateway" site is one which serves only as an entrance to the actual site located on a non-WPS server. Your website should currently be in English. Your page should be active - that is, it is either receiving 'hits' or is being updated/posted to. Sites that either receive no hits or are not updated over a period of 60 days will be considered 'inactive' and may be removed by Web Promotion Systems to make room for other users.

You may not use your web space to provide material, or links to material, that is grossly offensive to the Web community. This includes but not limited to: (i) Blatant expressions of bigotry, racism, hatred, or profanity (ii) Promotion or display of instructional information supporting illegal activities this includes, but is not limited to, instructions for the building or use of weapons, propagation of "spam" email and/or computer viruses, or any material that infringes the intellectual property rights of third parties or porn/adult sites of ANY kind will result in instant account suspension and possible termination and the blocking of that Member and their IP etc, and access to use WPS service/s (iii) Promotion of physical harm or injury against any group or individual

Your web pages may not contain, nor contain links to, any of the following:  Child pornography, obscene material, bestiality nor pictures that you don't have the right to publish, Hate propaganda, Anything illegal including, but not limited to, illegal software, warez or hacked software, cracks, serial numbers, mail fraud, or pyramid schemes, Material insulting, or that could be considered defamatory or libelous, to other persons, institutions or companies, Material that exploits children, Material which attempts to collect personal information about users Materials infringing the intellectual property rights of third parties (including, but not limited to, trademarks, domain names, personality rights, names of individuals, publicity rights, logos, graphics, designs, films, and music), those which allow the circumvention of revenue rightfully due to a manufacturer for the sale of a product or the disabling of installed copy protected devices, and all other forms of cracker utilities, are strictly forbidden, Spam will not be tolerated in any shape or form if you are found to be spamming from your domain it may be deleted instantly without any notice. You may not use your web space for 'data warehousing' that is, using WPS space as storage for large files which are only linked from other sites. You may not use unsolicited email to promote your site. WPS reserves the right to block and/or delete any site due to inappropriate behavior by the webmaster towards WPS, its staff or its users, which has been validated on public or private forums. You may not copy or reproduce any page, image or other content without the express prior consent of the original copyright owner of that content.

By submitting a website to WPS or any other website hosting service on WPS’s you grant WPS a royalty-free, nonexclusive, worldwide, unrestricted license to use, copy, transmit, publicly display, publicly perform, create compilations including, and distribute such website/s, and any associated Content, for the limited purposes of publishing and promoting the Member’s website/s in connection with the particular service with which the Member has chosen to have the website hosted for publishing and promoting such website/s elsewhere within the WPS Network. Such license shall apply with respect to any form, media, or technology now known or later developed. This term will extend only for the duration of the Member’s active participation with the particular WPS service. In the event that such membership is terminated, WPS will relinquish all rights to the user's Content following the duration of any applicable promotional activities ongoing at the time the membership is terminated. If you are not 18 years of age or older you may Not become a member of WPS. The protection of children's online privacy is very important to the WPS Network.

If you upload special scripts and they hang up or cause excessive loads in the server your hosted in WPS may suspend the domain until the issued is resolved and you will be notified should this happens. 

4. INFORMATION RIGHTS

WPS may retain and use for its own purposes all information Member provides, including but not limited to WebSite/s content, demographics and billing information. Member agrees that WPS may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Member's participation in WPS Service/s, including to third parties that reside in jurisdictions with less restrictive data laws than Member's own jurisdiction. WPS disclaims all responsibility, and will not be liable to Member, however for any disclosure of that information by any such third party. WPS may share aggregate (i.e., not personally identifiable) information about Member with advertisers, publishers, business partners, sponsors, and other third parties. In addition, Member grants WPS the right to access, index, and cache Member's website/s, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, Member grants to WPS a non-exclusive license to republish in any medium WPS sees fit any advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services. 

5. FEES AND PAYMENT

Some of WPS’s Services may require payment of fees. Member must pay all applicable charges, as described on the WebSite/s in connection with said Service/s that are selected by Member. WPS reserves the sole right to change its pricing for all service/s and to institute new charges at any time, with prior notice to Member, which may be sent by email and/or posted on the WebSite/s.

If Member is a publisher, Member shall receive as payment a percentage of the sale price of advertisements displayed in connection with Member’s website as determined by WPS for Member's use of the Service/s. Member’s payable revenue shall be determined on the first day of each calendar month, on which day those revenues accrued to Member’s account sixty (60) or more days earlier shall become eligible for payment. Payments to Member shall be sent by WPS within approximately ten (10) days of the previous calendar months ending, if Member’s earned balance is greater than or equal to Member's minimum required check amount. If Member's earned balance is less than Member's minimum required check amount, no check shall be sent and WPS shall look at Members account anew on the first day of the following calendar month. In addition, if Member is a publisher, Member agrees that (i) if WPS does not receive the applicable payment in full from any such advertiser, or WPS’s payment from advertiser is later reversed at any time, WPS will have no responsibility or liability to Member and Member thus hereby releases WPS with respect thereto. (ii) Any payments that may become due to Member as described on the WebSite/s are specifically conditioned upon WPS's receipt of full payment from the applicable advertiser, and that any such payments do not become due to Member until 60 days after WPS's receipt of full payment from the applicable advertiser. If Member disputes any payment made in connection with the Service/s, Member must notify WPS in writing within thirty (30) days of any such payment. Failure to so notify WPS shall result in Member wavering of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by WPS. No other measurements or statistics of any kind will be accepted by WPS or have any effect under this Agreement. WPS shall not be liable for any payment based on (i) advertisements delivered to end users whose browsers had JavaScript disabled; or (ii) any fraudulent impressions generated by any robot, person, automated program or similar device or for producing fraudulent impressions similarly generated on any advertisements, as reasonably determined by WPS; (iii) impressions which are commingled with a significant number of fraudulent impressions or fraudulent. WPS reserves the right to withhold payment or charge back Member’s account due to any of the foregoing or any breach of this Agreement by Member. In addition, if Member is past due on any payment to WPS in connection with any Service/s, WPS reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, Member is solely responsible for providing and maintaining accurate contact and payment information associated with Member's account and WPS User ID. For U.S. taxpayers, this information includes but not limited to a valid U.S. tax identification number and a fully-completed W-9 Form. Non-U.S. taxpayers, this information includes but not limited to either a signed certification that the Member/taxpayer does not have U.S. activities or a fully-completed W-8 Form or other form/s, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. All bank fees related to cancelled or returned checks due to a payment or contact information error or omission may be deducted from the newly issued payment. All payments to Member are contingent upon, and will be made pursuant to WPS’s publisher payment policies, as they may be updated from time to time by the WPS at its sole discretion. Without limiting the generality of the foregoing, Publisher agrees and acknowledges that checks payable to Publisher that are not cashed within 180 days from the date of issuance will be cancelled by WPS and will not be reissued, and in the event of such cancellation, Publisher waives irrevocably any right to payment of amounts represented by those such checks. Member agrees to pay all applicable charges or taxes imposed by any government entity in connection with Member's use of the Service/s. Note: WPS may debit any Member account to off-set a negative balance by same Member in another account, or to pay any amounts that are past due for a period of over 180 Days. 

6. IMPLEMENTATION

Member agrees to comply with all technical specifications provided by WPS to enable proper display of the advertisements in connection with the Service/s, including but not limited to modifying the JavaScript or other programming provided to Member by WPS in any way. 

7. CONTENT

The WebSite/s and their contents are protected by U.S. and international copyright laws and are intended for sole use of WPS Members and may only be used in accordance with the terms of this Agreement in-connection with authorized use of WPS Service/s. All materials accessible, displayed or performed on or through the WebSite/s or Service/s (including, but not limited to images, text, graphics, drawing, articles, photographs, illustrations, video and audio clips, also known as the ("Content") are protected by said copyright. The term "Content" as used herein also specifically includes any advertising and or other content made available to WPS or submitted by any advertiser and any website or other content published by or associated with any publisher. Member agrees to abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Service/s. Member acknowledges and agrees that if Member uses any of the Service/s to contribute or make available Content, WPS is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Service/s and the WebSite/s.

8. COMMUNICATIONS SOLELY WITH WPS

Member agrees to direct to WPS all communications regarding any matter arising out of Members use of the Service/s and not to any advertiser or publisher, as the case may be.  

9. RESTRICTIONS

Member (whether an advertiser, publisher or otherwise) warrants, represents and agrees that member will not contribute, submit or make available through the Service/s, or use the Service/s in any way, any  Content that is obscene, defamatory, abusive, offensive, infringing, libelous, or otherwise violates any law or right of any third party.

If Member is a publisher, Member shall not, and shall not authorize or encourage any third party to (i) modify, edit, filter or change the order of any information contained in any advertisement, or obscure, remove, or minimize any advertisement in any way; (ii) Member shall not redirect any end user away from any Web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Landing Page"), provide a separate version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page or inject any content between the advertisement and the Advertiser Landing Page; or (iii) Member shall not nor commission anyone to generate fraudulent clicks and or fraudulent impressions on any advertisement, including but not limited to by repeated manual clicks, and/or the fraudulent use of any search engine optimization service/s and/or other software, or the use of robots or other automated query tools and/or computer generated search requests, (iv) Member shall not display any advertisements on any 404 error page or the like, "thank you" or registration page (i. e. a page that thanks a user after they have registered with the applicable website). WPS reserves the sole right to remove any Content from the Site at any time, or to terminate Member’s right to use the Service/s or access the Site, for any reason including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if WPS is concerned that Member may have breached the terms and conditions of this paragraph, or for no reason at all, subject to the provisions of paragraph 15 (Termination). Member is responsible for all of the activity from Member's login account in connection with the Service/s. Any abusive, fraudulent, or otherwise illegal activity is grounds for termination of Member's right to use any of the WPS Service/s or to access the WebSite/s. Use of the WebSite/s or Service/s to violate the security of any computer network, crack security encryption codes or passwords, store or transfer illegal material including materials that are deemed by WPS as threatening, obscene, or engage in any kind of illegal activity is expressly prohibited. Member will not run any Listserv, Maillist, any form of auto-responder, or "spam" on the Site, or any process/es that run/s or are activated while the Member is not logged in. 

10. DISCLAIMERS

Member agrees and acknowledges that WPS has no special relationship with or fiduciary duty to Member and that WPS has no control over, and no duty to take any action regarding: which users gains access to the WebSite/s or Service/s; what Content Members accesses or receives via the WebSite/s or Service/s, what Content other Members may make available, publish or promote in connection with the Service/s, what effects any Content may have on Member or its users or customers, how Member or its users or customers may view, interpret or use the Content, what actions Member and or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the WebSite/s or Service/s. Also (i) if Member is an advertiser, Member specifically agrees and acknowledges that WPS has no control over any Content that may be available or published on any publisher website/s, and that Member is solely responsible and assumes all risk and liability for determining whether or not such Content is appropriate or acceptable to Member. Member hereby releases WPS from all liability in any way relating to Member's acquisition or failure to acquire, any provision, use or other activity with respect to Content in connection with the WebSite/s or Service/s. The WebSite/s may contain, or direct Member to sites containing, information that some people may find inappropriate or offensive. WPS makes no representations concerning any content contained in or accessed through the WebSite/s or Service/s, and WPS will not be liable or responsible for the legality, copyright compliance, accuracy, or decency of material contained in or accessed through the WebSite/s or Service/s. WPS makes no guarantee of any kind regarding the level of clicks or  impressions on any advertisement, or the timing of the delivery of such impressions and/or clicks, or the amount of any payment to be made to Member in connection with the WebSite/s or Service/s. (ii) if Member is a publisher, Member specifically agrees and acknowledges that WPS has no control over and is merely a passive conduit with respect to any Content that may be submitted or published by any advertiser, and that Member is solely responsible and assumes all risk and liability for determining whether or not such Content is appropriate or acceptable to Member, and the service/s, content and Website/s are provided on a “as is” basis without any kind of warranties either express or implied including but not limited to implied warranties or merchantability, or fitness of a particular purpose or non-infringement, WPS does not warrant any results of use of the service/s, including but not limited to the results of any advertising campaign. Member is assuming all risk and responsibility with respect thereto except where prohibited by law. WPS makes no guaranty or warranty of the confidentiality or privacy of any communication and information transmitted through or on the WebSite/s or service/s or that of any website linked to the WebSite/s. WPS is not liable for the privacy of general information, registration and identification information, e-mail address/es, trade-secret or confidential information, disk space, communications, or any other Content stored on WPS’s servers and equipment, transmitted over networks accessed by the WebSite/s, or otherwise connected with Member’s use of the Service/s. 

WPS makes no guarantee as to availability of service. To the fullest extent permissible by law, WPS excludes all liability with respect to accuracy, content or availability of information on its web site/s. The materials in these sites are provided "as is" and without warranties of any kind, either express or implied. WPS does not warrant that the function contained in the materials available on its web site/s will be uninterrupted or error free, that defects will be corrected, or that this site or the servers that make them available are free of viruses or other harmful components. Any merchandise products or services available to users or members from links from this web site are provided by third parties who are not necessarily affiliated or connected with WPS. To the fullest extent permissible by law, WPS excludes all liability under any circumstances (including negligence) for any special or consequential damages that result from the use of, or the inability to use, the materials on this and all WPS sites. Applicable laws may not apply to all those who access WPS web site/s.

11. COPYRIGHT DISPUTE

http://www.webpromotionsystems.com/index.php/component/content/article/38-legal/71-how-to-report-claims-of-copyright-infringement.html Visit this link if a Member believes that any material or content residing on or accessible through the WebSite/s or Service/s infringes upon a copyright.  

12. INDEMNITY

Member shall indemnify and hold WPS, its affiliates, parents, subsidiaries, employees and officers, harmless, including attorneys' fees and all costs, from any demand or claim made by any third party due to or arising out of Member’s access to the WebSite/s, use of the Service/s, the Members violation of this Agreement, or the infringement by Member, or any third party using the Member’s account, or of any intellectual property or other right of any person or entity. 

13. LIMITATION OF LIABILITY

In no event shall WPS be liable with respect to the WebSite/s or the Service/s (i) for any indirect, punitive, incidental or consequential damages of any kind whatsoever (ii) for any amount in the aggregate in excess of any fees paid by Member except where prohibited by law. 

14. CONFIDENTIALITY.

Member agrees not to disclose WPS Confidential Information without WPS's prior written consent. "Company Confidential Information" includes but not limited to: (i) click-through rates or other statistics relating to WebSite/s performance in the Service/s provided to Member by WPS; and (ii) all WPS technical specifications, materials, software, programming, technology, documentation and guidelines Member develops, learns, or obtains that relate to the Service/s or the WebSite/s;  (iii) all other information designated in writing by WPS as "confidential" or any designation made to the same effect. "Company Confidential Information" does not include information that has become publicly known through no breach by Member or WPS, or information that has been, independently developed without access to Company Confidential Information as evidenced in writing; or rightfully received by Member from a third party; or required to be disclosed by law or by a governmental authority.  

15. TERMINATION

Either party may terminate the Service/s at any time by notifying the other party by any means.

WPS may also terminate or suspend any and all Service/s and access to the WebSite/s immediately, without prior notice or liability, if Member breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Member's account, Member's right to use the Service/s will immediately cease and Member must remove all WPS HTML code from Member's website/s. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, but not limited to, warranty disclaimers, and limitations of liability. 

16. REPRESENTATIONS AND WARRANTIES

Member warrants and represents that (i) Member is the owner of each website Member designates in connection with the use of Service/s or that Member is legally authorized to act on behalf of the owner of such website/s for the purposes of this Agreement, and (ii) Member must have all necessary right, power and authority to enter into this Agreement and to perform the acts required of Members hereunder. Member further warrants and represents that each of Member's websites and any material displayed therein do comply with all applicable laws, statutes, ordinances and regulations, and do not breach and have not breached any duty toward or rights of any person or entity including, but not limited to, rights of intellectual property, publicity or privacy, product liability, tort, or contract theories or rights or duties under consumer protection and are not hate-related in content. 

17. MISCELLANEOUS

By joining WPS and as part of WPS’s free service/s you agree to receive our Web Promotion Systems email newsletter and occasional special promotions. Either party’s failure to exercise in any respect any right provided for herein shall not be deemed a waiver of any further exercise of those rights hereunder. WPS will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond WPS's reasonable control. If any part of this Member Agreement is found to be unenforceable or invalid, that part shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force, effect and enforceable. This Member Agreement is not transferable, assignable or sub licensable by Member except with WPS's prior written consent. This Member Agreement shall be governed by and construed in accordance with the laws of the state Kentucky without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts sitting in the state of Kentucky and waive any objection they may have to such jurisdiction, including on the ground that it is an inconvenient forum for the resolution of a dispute hereunder. Both parties agree that this Member Agreement is the complete and exclusive statement of the mutual understanding of all parties it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Member Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No partnership, joint venture, employment or agency is created as a result of this Member Agreement and Member does not have any authority of any kind to bind WPS in any respect whatsoever.