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Terms of Use

Updated on March 1st, 2007

IN2APPS.COM TERMS AND CONDITIONS FOR SUBSCRIBERS PLEASE READ THIS SUBSCRIBER AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY in2apps.com (“IN2APPS” or "COMPANY" or “SERVICE PROVIDER”).YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES OFFERED BY COMPANY. COMPANY'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY,ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS

The Web pages available at www.in2apps.com, and all linked pages unless indicated otherwise ("Site"), are owned and operated by Company, and are accessed by you ("Subscriber" , “You or “YOUR”) under the following terms and conditions: You understand and agree that Company may change this Agreement at any time without prior notice.

OVERVIEW AND DEFINITIONS

Subject to the terms and conditions of this agreement, Company delivers the in2apps Service (the “Service” or “in2apps”), a distributed web services solution delivering authentication, e-commerce, search and storage functionality through its proprietary delivery platform and Distributed Rich Internet Application (DRIA) client technology. Company currently offers Subscribers multiple applications (the “Applications”) based on the distributed services described above, including but not limited to an online time based advertising sale and management service (the “Advertising Service”), a distributed online classified advertising and management service (the “Classified Service”), a distributed Social Network Service (“Social Network Service”), a single sign on service (the “Single Sign On Service “ or “SSO Service”) and a single account management service (the “Universal Account Management Service” or “in2ID Service”) as described more fully on the Site. The Service runs on software developed and hosted by Company, its subsidiaries, third party contractors and licensees (“Service Provider”). Company may change, suspend or discontinue the Services (or Subscriber's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. Company also reserves the right, at its discretion, to modify this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by visiting www.in2apps.com. Any changes to the Agreement will become effective immediately upon publication at the aforementioned URL. If any change to this Agreement is not acceptable, Your sole remedy is to terminate Your use of the Service and any other rights under this Agreement. Any use of the Service after such publication shall constitute acceptance by You of such revised Agreement. S ubscriber certifies to Company that if Subscriber is an individual (i.e., not a corporation) Subscriber is at least 16 years of age. Subscriber also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. Company provides to Subscriber under this agreement certain services, which are defined below.

“Advertising Service” enables an Advertiser to places a text, graphic or rich media advertisement ("Advertisement") via the Service into an App Zone that is displayed on one or more Web Sites. This App Zone is created and managed by the web site publisher (the "Publisher"). It allows Publisher and Advertiser to create, execute, and manage online advertising transactions. Advertisements are viewed by individuals ("Viewers"), who access Advertisements via the World Wide Web.

“Classified Service” enables a Publisher to create its own customized classified section on his site and to offer his users the ability to create, display and manage classified ads on one or more web Sites. It allows Publishers, Advertisers and Users to create, place and manage their online classified advertisement and profiles.

“Social Network Service” enables a Publisher to create its own customized social network section on his site and to offer his users the ability to connect with other users online on one or more web Sites. It allows Viewers to, but not limited to, create profiles, groups, share pictures and videos, comment, rate and communicate.

“SSO Service” enables Subscribers to sign in to any in2apps solutions through a unified userID and password.

“In2ID Service” shall mean the services and functionality hosted by Company and made available to Subscriber on or through in2ID “Control Panel” interface located at www.in2ID.com through which Subscriber may deploy, configure, customize, manage, administer and control certain aspects of the DRIA including User Content and user accounts as well as manage all account subscriptions, services content and solutions provided by in2apps.

“Administration Service” shall mean the services and functionality hosted by Company and made available to Subscriber on or through in2apps “Control Panel” interface located at www.in2apps.com/controlpanel through which Subscriber may deploy, configure, customize, manage, administer and control certain aspects of the DRIA including User Content and user accounts.

“Publisher User or User” shall mean a user of a Publisher who assents to the applicable terms of use and privacy policy pertaining to the Service.

“Subscriber Content” shall mean all data, including text, audio, video, photos, software, written works of authorship and any other materials which are distributed, performed, or displayed in connection with the DRIA.

“in2apps Technology” shall mean all of Company proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Subscriber by Company in providing the Service.

“Service” mean the in2apps Service including the Advertising Application, the Classified Application, the DRIA and the In2ID Service.

“Upsell” shall mean any upgrades made by an Advertiser for a fee in connection with the posting of a classified Ad for enhance display or placement.

“Premium Services” shall mean fee based services as described on in2apps solution websites.

“User Content” shall mean any Content that is or was submitted by users on or through the DRIA.

"Distributed Rich Internet Application" or "DRIA" shall mean the Applications, services and functionality hosted or delivered by Company and deployed by Subscriber on or through a Subscriber Website for use by Subscriber Users using the In2ID Services.

USE AND ACCESS OF SERVICE

Company hereby grants You the right to use the In2ID Service and to make the DRIA available to Your Users, on or through Your Websites, under the terms of this Agreement. You are also granted the right to register for and utilize the DRIA under the same terms and conditions as any Subscriber User. All rights not expressly granted to You are reserved by Company and its licensors. Subscriber relationship to Service Provider is one of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or by your use of the Service.

Publisher is solely responsible for the wording, customization, and accuracy of the Site Content in which your App Zones appear, and for all materials and content related to the sale of advertising in your App Zones including, but not limited to: (a) the creation of App Zone descriptions and logos; (b) the placement of App Zone Java script into the relevant Site(s); (c) the acceptance or rejection of Advertisements submitted to your App Zones; (d) the accuracy and appropriateness of materials you post on your Site(s); (e) ensuring that content published on your Site(s) does not violate or infringe upon the rights of any third party; are not in Company's sole estimation defamatory, obscene, threatening, libelous, abusive, hateful, or otherwise illegal.

Subscriber agrees to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Service Provider's servers. Subscriber agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. Subscriber agrees not to impede or interfere with others' use of the Service. Subscriber further agrees not to alter or tamper with any information or materials on or associated with the Service.

Subscriber shall provide Service Provider with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement. Service Provider reserves the right to refuse any application at its sole discretion.

Subscriber may not select or use a user name or Ad Zone name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any person other than Subscriber without written authorization, nor use a user name that Service Provider, in its sole discretion, deems offensive.

Subscriber will not send unsolicited e-mail ("spam") to attract Viewers or Advertisers to any App Zone or to any Advertisements.

In accordance with the Publisher Guidelines for the Advertising Application, Publisher will have the right to approve or reject each submitted Advertisement, or to set one or more default "permissions" for the acceptance or rejection of Advertisements. Service Provider reserves the right to approve on Publisher's behalf any pending Advertisement after 4 days of the Advertisement's submission by Advertiser. Advertiser may cancel pending Advertisements. No payment is due to Publisher on canceled or rejected ads, regardless of the time and method of rejection or cancellation.

Subscriber acknowledges that Service Provider may establish general practices and limits concerning use of the Service, including without limitation the maximum number and type(s) of Advertisements that can be placed into an App Zone or into a web page, the maximum disk space that will be allocated on Service Provider's servers on Subscriber's behalf, the maximum number of times (and the maximum duration for which) Subscriber may access the Service in a given period of time, and the minimum traffic and response rates generated with respect to Subscriber's Site(s) and App Zones, the maximum disk space allotted to Subscriber, the maximum bandwidth used by your App Zone and maximum CPU power used by your App Zone. Subscriber further acknowledges that Service Provider reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

For the mutual protection of Publishers and Service Provider, Publisher's relationship with Advertisers is governed this Agreement. This Agreement constitutes Publisher's entire agreement with Advertisers and 3rd-Party Service Providers. Service Provider reserves the right to change this Agreement, in its sole and absolute discretion, with or without any notice to Publisher. Publisher's continued use of the Service following Service Provider's posting of any changes to those agreements will constitute Publisher's acceptance of such changes or modifications.

Publisher using the Advertising Application is responsible for setting the advertising rates for placing Advertisements into App Zones. The Service is available to any Advertiser who registers with the Service, provides all the required information, and pays for the advertising submitted ("Advertisement") in the manner required by the Advertiser Guidelines.

Advertiser shall be liable for all charges that accrue based on the Advertisements actually purchased. Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. Service Provider provides tracking tools, and in the event of any dispute in the running of an ad, the number of impressions, click-throughs or transaction on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by Service Provider shall be the official tracking metrics for resolving the dispute.

Publisher, Service Provider and their designees reserve the right to, and in their sole discretion may, at any time review, reject, or remove any Advertisement. The sole liability of Publisher and Service Provider to Advertiser for removal of any Advertisement is limited to a refund of any fees paid for Advertisements that have not yet run, if any. No liability of Publisher, Service Provider or their designees shall result from any such decision. Notwithstanding the foregoing, Publisher cannot remove an Advertisement that was purchased on a sponsorship basis and still has time to run.

Payments are to be made via PayPal or with credit card. If an Advertisement is not accepted, Service Provider or its designees shall credit the Advertiser account of the fee paid upon submission of the Advertisement and keep credit for a period of 7 days to allow Publisher and Advertiser to come to a settlement on the Advertisement. If both Parties cannot reach a settlement then Service Provider shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) the PayPal system to the PayPal account Advertiser used for payment, or 2) by refunding the credit card purchase. If a refund is not claimed within the time period specified by the Advertiser Guidelines, Advertiser forfeits the entire amount and the payment is canceled. Other than as specifically described above, all fees paid for Advertisements are nonrefundable.

Advertiser may not use the Service in order to transmit, distribute, store or destroy material, including without limitation Web Site Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, libelous, abusive, hateful or otherwise illegal. Service Provider reserves the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability. By submitting an Advertisement to the Service, the Advertiser grants Service Provider the right to reproduce, publish, display and distribute, without additional charge, the Advertisement on any of the Service Provider sites or in any Service Provider collateral materials , including but not limited to www.in2apps.com. In addition, Advertiser hereby agrees that Publisher and Application Provider may display Advertiser's Advertisements, free of charge, on other sites maintained by Publisher or by Service Provider.

By submitting an Advertisement to the Service, Advertiser represents and warrants that it is the owner of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein. Advertiser hereby grants Publisher, Application Provider and their designees the right to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Service and posting the Advertisement as described in this Agreement. Advertiser also permits any Viewer to access, display, view, store and reproduce such content. Subject to the foregoing, the Advertiser retains any and all rights that may exist in its Advertisements.

Advertiser acknowledges and agrees that Publisher or its designees may preserve Advertiser Content and may also disclose Advertisements if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Advertisement violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Service Provider, Publisher, Viewers and the public.

Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertisements and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the Advertisement.

Advertiser further represents and warrants that any Web Site linked to Advertiser's Advertisement(s) complies with all laws and regulations in any state or country where the Advertisement is displayed, does not breach and has not breached any duty toward or rights of any person or entity and is not false, misleading, defamatory, obscene, libelous, slanderous, threatening, abusive, hateful or otherwise illegal.

Advertiser acknowledges and agrees that Publisher, Service Provider, their affiliates, partners and third-party service providers make no guarantee regarding the levels of impressions or clicks for any Advertisement(s) or for any App Zone(s). Advertiser further acknowledges that Publisher and Service Provider, their affiliates and third-party service providers act as a passive conduit for the online distribution and publication of Advertiser-submitted information and have no obligation to screen communications or information in advance and are not responsible for screening or monitoring material posted by Viewers. Publisher, Service Provider, their affiliates and third-party service providers do not warrant or make any representations regarding the use or the results of the use of the materials posted in terms of their correctness, accuracy, timeliness, reliability or otherwise.

Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the User Content in any way, except as expressly authorized in this Agreement; (ii) modify or make derivative works based upon the Service or the User Content; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may not access the Service if You are a direct competitor of Company, except with Company’ prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes..

You may not use any part of the Service in connection with providing any website or service that is aimed at, directed to, or marketed to children under the age of 13.

You may only use Your rights under this Agreement to make available the DRIA to Your Users on or through Your Website and You shall not utilize any part of the Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) enable, further, or participate in any unlawful activity. Implementation of the Service on or through the Subscriber Website may be performed only in accordance with the documentation published by Company at www.in2apps.com (“Documentation”). Further, any access to, management, or administration of any Publisher Users’ account, activity, data, or User Content, may be performed only using the In2ID Service and must be performed strictly in accordance with the Documentation. Any changes to the Documentation will become effective immediately upon publication at the aforementioned URL. If any change to the Documentation is not acceptable to You, Your sole remedy is to terminate this Agreement and cease any use of the Service. Any use of the Service after the posting of any change shall constitute Your acknowledgement and agreement to conform Your use of the Service to the current Documentation.

in2apps may use third party advertising solutions, including ads served via an ad server like Google ad sense on Subscriber’s App Zone and shall not share any revenues derived from it with Subscriber. In2Aps also retains the right to promote in2apps and its services on predetermined Ad locations on Subscriber’s App Zones.

SUBSCRIBER RESPONSIBILITIES

You are responsible for all activity occurring through use of the Service, including Your activity and the activity of Your users, and You represent that You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately of any known or suspected breach of security, including without limitation any unauthorized use of any Subscriber Users password or account; (ii) report to Company immediately and use reasonable efforts to stop immediately any unlawful copying or distribution of User Content that is known or suspected by You or Your Users; and (iii) not impersonate another Company user or provide false identity information to gain access to or use the Service.

Subscriber acknowledges that the DRIA may contain hyperlinks which display terms and conditions governing use of the DRIA (“Terms of Use”) as well as the Privacy Policy. Subscriber agrees not to in any way attempt to obscure or contravene such policies. In the event that either the Privacy Policy or Terms of Use are modified by Company and Subscriber is so notified, Subscriber agrees to amend any links on the Subscriber Website to reflect the newest version of such policies, as applicable. You acknowledge that only those who have agreed to be bound to the Terms of Use and Privacy Policy may submit any User Content through the DRIA. Further, You agree that any action on Your part to circumvent this requirement is expressly prohibited under this Agreement.

FEES AND PAYMENT

Some of the Services require payment of fees. Subscriber shall pay all applicable fees, as described on the Site in connection with such Services selected by Subscriber. Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to Subscriber, which may be sent by email or posted on the Site. If Subscriber is a Publisher, Subscriber shall receive as payment a percentage of the sale price of Advertisements displayed, Upsells and Premium fees in connection with Subscriber's website as determined by Company for Subscriber's use of the Services. Subscriber's payable revenue shall be determined on the last day of each month, on which day those revenues accrued to Subscriber's account thirty (30) or more days earlier shall become eligible to be paid. Payments to Subscriber shall be sent by Company within approximately fifteen (15) business days after the last day of each calendar month if Subscriber's earned balance is greater than or equal to Subscriber's minimum check amount. If Subscriber's earned balance is less than Subscriber's minimum check amount, no check shall be sent until the following month, on the last day of which Company shall make the aforesaid determination anew. In addition, if Subscriber is a Publisher, Subscriber agrees that (i) any payments that may become due to Subscriber (as described on the Site) are specifically conditioned upon Company's receipt of full payment from the applicable Subscriber, and that any such payments do not become due to Subscriber until 30 days after Company's receipt of full payment from the applicable Advertiser, and (ii) if Company does not receive the applicable payment in full from any such Advertiser, Company shall have no liability or responsibility to Subscriber (and Subscriber hereby releases Company) with respect thereto. If Subscriber disputes any payment made in connection with the Services, Subscriber must notify Company in writing within fifteen (15) days of any such payment. Failure to so notify Company shall result in the waiver by Subscriber of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Company. No other measurements or statistics of any kind shall be accepted by Company or have any effect under this Agreement. Company shall not be liable for any payment based on (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Company; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Subscriber for any applicable pay period. Company reserves the right to withhold payment or charge back Subscriber's account due to any of the foregoing or any breach of this Agreement by Subscriber. In addition, if Subscriber is past due on any payment to Company in connection with the Services, Company reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with Subscriber's account and Company User ID. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. Subscriber agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security obligations, sales tax and use tax if applicable. Publisher also agrees that Service Provider is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction. Service Provider will send payment to your postal address via United States mail. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.

SUBSCRIBER INFORMATION

You agree to provide Company with complete and accurate contact information, including through the Service registration process. This information includes Your legal name or business name, street address, e-mail address, and name and telephone number of an authorized administrative contact. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, Company reserves the right to terminate Your access to the Service in addition to any other legal remedies.

TERMINATION

Either party may terminate the Services at any time by notifying the other party by any means.

Service Provider reserves the right to terminate you and remove your App Zone or your Advertisement from the Service without notice for any reason, or for no reason. Upon termination of the Subscriber's account, Subscriber's right to use the Services will immediately cease and Subscriber will remove all Company HTML code from Subscriber's websites.

If Service Provider terminates the Agreement, it will send an email to you if you have supplied a valid address on the relevant registration form. If you have not supplied a currently valid email, Service Provider may terminate this Agreement without any notice.

You may terminate this Agreement for any reason, or for no reason, by removing your App Zone from your Site(s) or by stopping all current and pending advertising purchases, and sending an e-mail to terminate@in2apps.com. Notwithstanding the foregoing, you cannot terminate this Agreement if you have any outstanding Sponsorship Advertisements running in your App Zones, or if you purchased a Sponsorship that is active. See Guidelines. If you discontinue or suspend an App Zone into which Sponsorship Advertisements have been displayed, you agree to reimburse all such Advertisers the total amount of their Sponsorship purchase.

It is understood that the Terms of Use and Privacy Policy agreements entered into by each of the Subscriber Users grant to Company certain rights and responsibilities with regard to User Content and Subscriber Users’ data. Such rights and obligations survive the termination of this Agreement. Upon termination or expiration, Subscriber’s right to access or use User Content shall immediately cease, and Company shall have no obligation to retain copies of any User Content or data of Subscriber Users but can do so if it choose to.

USER CONTENT; OWNERSHIP

As between Subscriber and Company, Company shall retain no right, title or interest in or to User Content and User Content shall be the property of Subscriber. Subscriber agrees that Company may reproduce, store, display, and perform User Content through or on the Service, and/or on other outlets and media including similar services operated by Company. Company 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 Services and the Site. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services.

Subscriber acknowledges and agrees that Subscriber has sole responsibility for ensuring that all User Content submitted on or through the DRIA by Subscriber Users is compliant with the Terms of Use and Subscriber shall actively monitor the activity of Subscriber Users through the In2ID Service in order to ensure that no such activity is in violation of the Terms of Use. Subscriber, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content. Company reserves the right to, without notice, withhold, remove and/or discard User Content not in compliance with the Terms of Use, and to remove or disable the account of any Subscriber Users not in compliance with the Terms of Use, as determined by Company.

SITE CONTENT

The Site and its contents are protected by U.S. and international copyright laws and are intended solely for the use of Company subscribers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Site Content" as used herein specifically includes any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any Publisher.

RESTRICTIONS

Subscriber (whether a publisher, advertiser, User or otherwise) warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party. If Subscriber is a publisher, Subscriber shall not, and shall not authorize or encourage any third party to (i) generate fraudulent impressions of or fraudulent clicks on any advertisement, 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; (ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way; (iii) redirect an end user away from any Web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the advertisement and the Advertiser Page; or (iv) display any advertisements on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website). Company reserves the right to remove any Content from the Site at any time, or to terminate Subscriber's right to use the Services 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 Company is concerned that Subscriber may have breached the terms of this paragraph), or for no reason at all, subject to the provisions of paragraph 14 Termination).

Subscriber is responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Subscriber's right to use the Services or to access the Site. Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run Mail list, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

USER DATA : PRIVACY POLICY

Company’ privacy policy may be viewed at www.in2apps.com/whoweare/policy.aspx (“Privacy Policy”), and is incorporated herein by reference. The Privacy Policy governs Company’ collection, use, and storage of information provided by Subscriber Users who make use of the DRIA. Company reserves the right to modify the Privacy Policy at its discretion from time to time.

INFORMATION RIGHTS

Company may retain and use for its own purposes all information Subscriber provides, including but not limited to Site demographics and contact and billing information. Subscriber agrees that Company may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Subscriber's participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than Subscriber's own jurisdiction. Company disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors, and other third parties. In addition, Subscriber grants Company the right to access, index, and cache Subscriber's website, or any portion thereof, including by automated means including Web spiders or crawler.

INTELLECTUAL PROPERTY OWNERSHIP

Company and its licensors, partners, or Subscribers, where applicable, shall own all right, title and interest, including all related intellectual property rights, including but not limited to patent, copyright, trademark, or trade secret rights (“Intellectual Property Rights”), in and to the Company Technology, and the Content. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the in2apps Technology or the Intellectual Property Rights owned by Company. The in2apps Media name, the in2apps name, the in2apps logo, and the product names associated with the Service are trademarks of Company, and no right or license is granted to use them.

CONFIDENTIALITY

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

FEEDBACK

You hereby assign and agree to assign to Company all right, title, and interest in and to any enhancement requests, recommendations, suggestions, comments, evaluations, ideas, or other information relating to the Service (“Feedback”) provided by You to Company, including, but not limited to, all patents, copyrights, trade secrets or other intellectual property rights embodied in such Feedback.

MODIFICATION OF TERMS

Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service, including the Terms of Use and/or the Privacy Policy, at any time, effective upon posting of an updated version of this Agreement, the Terms of Use, or the Privacy Policy, on the Service. You are responsible for regularly reviewing this Agreement and such policies, the current version of which shall be made available as set forth herein through www.in2apps.com, or through the In2ID Service. Continued use of the Service after any such changes shall constitute Your consent to such changes.

THIRD PARTY SOFTWARE

in2apps incorporates certain commercially available, off-the-shelf software, created by third parties (“Third Party Software”) in its applications (e.g., javascript libraries such as Mootolls and Google GeoCoding). Third Party Software is not licensed, warranted or supported by in2apps and is subject only to the license terms and disclaimers (together, "Third Party Terms") provided by the licensor of such Third Party Software. Notwithstanding other provision of this Agreement, Subscriber’s use of each item of Third Party Software is governed solely by its applicable Third Party Terms. A list of Third Party Software and Third Party Terms will be provided by in2apps to Subscriber at their request.

CUSTOMER SUPPORT AND SUPPORT SERVICES

During the Term of this Agreement, in2apps will provide customer service to Subscribers via telephone, facsimile and email. in2apps will provide technical support services and general information regarding the operation and use of the in2apps Services to Publisher Subscribers via telephone, email and fax (time billed in 15 minute increments).Hours of Operation in2apps will provide first level support services (help desk) by Phone support between the hours of 9am EST and 5PM EST. E-mail Support will be provided with a minimum response time of twenty-four (24) business hours. in2apps reserved the right to change its support policy.

INDEMNIFICATION

You shall indemnify and hold Company, its licensors and parent organizations, subsidiaries, Subscribers, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) arising out of or in connection with: (i) any claim arising out of or relating to any User Content provided by You or any Subscriber Users, including without limitation any claim alleging that use of any User Content infringes or misappropriates the rights of, or has caused harm to, a third party; or (ii) any claim arising from the breach or violation by You or any Subscriber Users of any responsibilities, representations, covenants, or warranties under this Agreement, the Terms of Use, or the Privacy Policy. Company shall indemnify and hold Subscriber, its parent organizations, subsidiaries, Subscribers, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys; fees and costs) arising out of or in connection with any claim alleging that Subscriber’s use of the Service in accordance with and as expressly permitted under this Agreement infringes or misappropriates any third party’s U.S. patent rights, copyrights, or trademarks; provided that Subscriber gives Company prompt notice of any such claim or threatened claim made against it, and further provided that Company shall have the right to exercise exclusive control over the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof.

WARRANTIES

COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with Subscriber's use of the Services.

INTERNET DELAYS

COMPANY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY’ AGGREGATE LIABILITY ARISING WITH RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS RECEIVED BY COMPANY AND ATTRIBUTABLE TO REVENUE GENERATED FROM USE OF THE DRIA THROUGH THE SUBSCRIBER WEBSITE, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT UPON WHICH CLAIMS ARE BASED. IN NO EVENT SHALL COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE COMPANY OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ASSIGNEMENT

This Agreement may not be assigned by You without the prior written approval of in2apps but may be assigned without Your consent by in2apps to any party, including but not limited to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment by You in violation of this section shall be void.

REPRESENTATIONS AND WARRANTIES

Subscriber represents and warrants that (i) subscriber is the owner of each website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and (ii) Subscriber has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Subscriber hereunder. Subscriber further represents and warrants that each of Subscriber's websites and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) are not hate-related in content.

NOTICE

in2apps may give notice by means of a general notice on the Service or at www.in2apps.com, electronic mail to your e-mail address as provided by you to in2apps, or by written communication sent by first class mail or pre-paid post to your address as provided by you to in2apps. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

MISCELLANEOUS

This Agreement shall be governed by New York law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, NY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and in2apps as a result of this agreement or use of the Service. The failure of in2apps to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by in2apps in writing. This Agreement comprises the entire agreement between You and in2apps and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. The section headings herein are included merely for convenience of reference, do not limit or affect any of the contents of this Agreement, and are not to be considered part of, or to be used in interpreting, this Agreement. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Company in any respect whatsoever.

This Agreement constitutes the entire agreement between you and Service Provider with respect to the subject matter hereof and there are no representations, understandings, or agreements that are not fully expressed in this Agreement.

SURVIVAL

Upon termination or expiration of this Agreement, the following provisions will survive in full force and effect: Fees and Payments, Intellectual Property Ownership, Feedback, Indemnification, Warranties, Limitation of Liability, Notice, Miscellaneous and any other clause or portion of a clause which, by its nature, is intended to survive termination or expiration of this Agreement.