SiteExposer Terms of Service

Terms of Service for SiteExposer Web Site Promotion Services

RECITALS
A. SiteExposer / Data Basics operate internet-based web site promotion services named SiteExposer ("The SERVICE").

B. You ("The CLIENT") wish to participate in The SERVICE in order to market and promote web sites that may directly sell products and/or services and may promote additional web sites to users referred by The SERVICE. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, SiteExposer / Data Basics and The CLIENT agree as follows:

The CLIENT will be included in The SERVICE subject to the terms of this Agreement. The CLIENT will grant SiteExposer / Data Basics access to the web site to be promoted and optionally listings of products, prices and other product information, and will update all such information on a regular basis, in conformance with technical guidelines established by SiteExposer / Data Basics. The CLIENT is solely responsible for all aspects of order processing, fulfillment and associated costs and liabilities. The CLIENT is also solely responsible for the accuracy of all product data, prices, URL's and other information provided by The CLIENT to facilitate The CLIENT's participation in The SERVICE.

2. License to The CLIENT Materials

The CLIENT, by providing SiteExposer / Data Basics with access to their web site, product list, related products and pricing data, specifications, graphics, trademarks, service marks, logos, trade names, etc. ("The CLIENT Materials"), grants to SiteExposer / Data Basics a non-exclusive, worldwide right and license to link to and store, reproduce, reformat, transmit, display (publicly or privately), perform, and provide access to, use, and distribute The CLIENT Materials.

3. Annual Fees, Lead Referral Fees and The CLIENT Account

(a) SiteExposer / Data Basics agrees to promote The CLIENT’s web site in exchange for the fees agreed at the time of order. The CLIENT agrees to establish The CLIENT Account by providing valid credit card information. The CLIENT authorizes SiteExposer / Data Basics to charge the credit card for the initial deposit as an advance against future fees to be paid by The CLIENT to SiteExposer / Data Basics. SiteExposer / Data Basics will automatically deposit additional funds into The CLIENT Account only if so directed by The CLIENT.

(b) The CLIENT Account will be debited at the agreed fees on one of the following crieria:

Either (i) The CLIENT agrees to pay an annual fee for The SERVICE. The amount of the fee will be as published on the SiteExposer / Data Basics Site where The CLIENT registers for The SERVICE.
OR (ii) The CLIENT agrees to pay a fee for each referral of a user from The SERVICE. User referrals will be initiated when a user clicks on a web link created as part of The SERVICE that transfers the user to The CLIENT’s own web site. All lead referral (click-through) fees will be deducted from The CLIENT Account as incurred. If The CLIENT's Account balance declines to zero at any time then The CLIENT may, at SiteExposer / Data Basics’s discretion, be removed from The SERVICE until additional funds are deposited into The CLIENT Account. SiteExposer / Data Basics will be solely responsible for calculating the number of click-through referrals to The CLIENT and will provide a detailed, fully auditable report to verify that all debits from The CLIENT Account are justified.
OR (iii) The CLIENT agrees to pay fees on a performance basis against an agreed schedule of conversion actions performed by a user referred from The SERVICE. All performance fees will be deducted from The CLIENT Account as incurred. If The CLIENT's Account balance declines to zero at any time then The CLIENT may, at SiteExposer / Data Basics’s discretion, be removed from The SERVICE until additional funds are deposited into The CLIENT Account. SiteExposer / Data Basics will be solely responsible for calculating the performance fees and will provide a detailed, fully auditable report to verify that all debits from The CLIENT Account are justified.

The CLIENT agrees not to use The SERVICE for unlawful or tortuous activities and agrees to comply with all applicable laws. The CLIENT warrants that (i) The CLIENT Materials do not and will not infringe any patent, copyright, trade secret or other proprietary right of any third party; (ii) this Agreement is a valid agreement enforceable against The CLIENT according to its terms; (iii) it has the right and authority to enter into this Agreement and grant SiteExposer / Data Basics all rights granted herein; and (iv) The CLIENT is permitted by applicable law and regulations to enter into this Agreement. The CLIENT further agrees that The CLIENT will not directly or indirectly interfere with the proper working of The SERVICE, engage in fraudulent behaviour or hide or attempt to hide or misrepresent its identity. The CLIENT will not link from The SERVICE to any site which: (a) advertises or links to SiteExposer / Data Basics competitors, (b) contains defamatory, obscene, unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, tortuous or otherwise objectionable material, or that infringes or may infringe the intellectual property or other rights of another or (c) offer services or offerings which compete with SiteExposer / Data Basics or which misleads or confuses consumers about its relationship with SiteExposer / Data Basics. The CLIENT also agrees to pay all charges made by SiteExposer / Data Basics under this agreement on The CLIENT's credit card. In addition to all other remedies SiteExposer / Data Basics has in law or in equity, The CLIENT shall fully indemnify SiteExposer / Data Basics for any breach of this Paragraph.

5. Confidentiality
The CLIENT will not use or divulge to third parties any proprietary information of SiteExposer / Data Basics including all components of The SERVICE or SiteExposer / Data Basics Sites and any nonpublic information that given the nature of the information or the circumstances surrounding its disclosure reasonably should be considered as confidential.

6. Term and Termination
The term of this Agreement shall commence on the date The CLIENT accepts this Agreement and shall continue until terminated pursuant to this paragraph 6. The CLIENT may terminate this Agreement at any time for convenience by notifying SiteExposer / Data Basics in writing of The CLIENT's desire to terminate the Agreement. SiteExposer / Data Basics will refund any balance remaining in The CLIENT Account within 30 days of receiving a written request from The CLIENT of their desire to terminate this Agreement and after deducting all fees due from The CLIENT. SiteExposer / Data Basics may terminate this Agreement at any time for convenience and without prior notice to The CLIENT. In the event SiteExposer / Data Basics terminates this Agreement and The CLIENT Account, SiteExposer / Data Basics will remove all The CLIENT Materials from the SiteExposer / Data Basics Sites and refund any balance remaining in The CLIENT Account within 30 days of SiteExposer / Data Basics’s termination of the Agreement and after deducting all fees due from The CLIENT. Upon termination of this Agreement, all rights and obligations of the parties shall terminate; provided that Sections 5-12 and all accrued rights to payment shall survive termination. SiteExposer / Data Basics reserves the right to disable The CLIENT's Account and/or remove The CLIENT Materials from the SiteExposer / Data Basics Sites immediately if SiteExposer / Data Basics receives any complaint regarding The CLIENT or has any concern about the quality of accuracy of information supplied to SiteExposer / Data Basics by The CLIENT. Nothing set forth herein shall create any obligation for SiteExposer / Data Basics to monitor The CLIENT Materials.

7. Intellectual Property
All technology, content and other intellectual property conceived, created, developed or acquired by or on behalf of SiteExposer / Data Basics (or its licensors) at any time, including the SiteExposer / Data Basics Sites, collectively "SiteExposer / Data Basics Property", and whether (i) used within and/or incorporated into any aspect of the SiteExposer / Data Basics Sites or (ii) outside the scope of this Agreement will remain the sole and exclusive property of SiteExposer / Data Basics. SiteExposer / Data Basics will retain all right, title and interest to any modifications made to the SiteExposer / Data Basics Property, as well as to any derivatives from the SiteExposer / Data Basics Property, by whoever created.

8. Assignment
This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns. SiteExposer / Data Basics may assign this Agreement to any party and at any time. The CLIENT may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of SiteExposer / Data Basics.

9. Limitation of Liability
SITEEXPOSER / DATA BASICSWILL NOT BE LIABLE FOR LOSS OR INACCURACY OF DATA, LOST PROFITS OR REVENUE OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER OR NOT FORESEEABLE.

10. Limitation of Warranty
THESE SITEEXPOSER / DATA BASICS SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, AND SITEEXPOSER / DATA BASICS DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED. SITEEXPOSER / DATA BASICS PROVIDES NO WARRANTY WITH REGARD TO THE NUMBER OF LEAD REFERRALS OR SALES THAT The CLIENT MAY OR MAY NOT RECEIVE AS A RESULT OF The CLIENT'S PARTICIPATION IN THE SITEEXPOSER / DATA BASICS SERVICES.

11. Indemnification
The CLIENT agrees to indemnify and hold harmless SiteExposer / Data Basics and its officers, directors, employees, agents and representatives from and against any and all claims, damages, losses, costs (including reasonable legal fees), or other expenses that arise directly or indirectly from (a) The CLIENT's breach of this Agreement; (b) any allegations that any of The CLIENT Materials infringes upon or otherwise violates any intellectual property or other right(s) of any third party; and/or (c) any dispute between The CLIENT and any customer.

12. Miscellaneous
(a) SiteExposer / Data Basics may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion. SiteExposer / Data Basics will attempt to notify The CLIENT via e-mail of any such modification and will post the revised Agreement within the applicable SiteExposer / Data Basics Sites (i.e. on those sites where the registration for The SERVICE takes place). If a modification is unacceptable to The CLIENT, The CLIENT may terminate this Agreement by giving notice as provided in paragraph 6. If The CLIENT does not give SiteExposer / Data Basics notice within 5 business days of any posted change, then The CLIENT will be deemed to have accepted the modifications. SiteExposer / Data Basics may modify the SiteExposer / Data Basics Sites at any time in its sole discretion.
(b) Neither SiteExposer / Data Basics nor The CLIENT will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.
(c) Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail, if to The CLIENT, to The CLIENT at the e-mail address provided by The CLIENT to SiteExposer / Data Basics during registration; and if to SiteExposer / Data Basics, to SiteExposer / Data Basics at the registration confirmation address issued to The CLIENT during the registration process.
(d) The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
(e) This Agreement represents the entire agreement between the parties with respect to The CLIENT's participation in The SERVICE and may be modified only by SiteExposer / Data Basics. If any provision of this Agreement is held to be invalid, such invalidity will not effect the remaining provisions. This Agreement shall be governed by and construed in accordance with English law and both parties hereby submit to the non-exclusive jurisdiction of the English courts.
(f) This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.