We ask that you read the following terms and conditions very carefully before registering with pontamedia.com. If you do not accept these terms and conditions, please do not register for or participate in pontamedia.com.
1. INTRODUCTION .
This agreement (“ Agreement ”) between You and PONTAMEDIA.COM (“ PONTAMEDIA.COM ”) consists of the present Terms and Conditions (“ Terms and Conditions ”). “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.
2. DEFINITIONS .
The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.
“ Advertising Material ” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders created by an advertiser.
“ Publisher Earnings ” and “ Ponta Media Earnings ”. “ Publisher Earnings ” means the total revenue Ponta Media generates by running advertising campaigns for Publisher using the Advertising Materials less Ponta Media Earnings, and subject to the Total Spend that may be agreed among the parties. “ Ponta Media Earnings ” are calculated at the campaign level at the sole and absolute discretion of PONTAMEDIA.COM. PONTAMEDIA.COM evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPE, CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher's site(s) and Ponta Media's Network as a whole.
“ Total Spend ” means the maximum amount of money for which PONTAMEDIA.COM will be liable.
“ Ponta Media HTML Insertion Code ” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s).
“ Ponta Media Network ” means the advertising network owned and operated by PONTAMEDIA.COM.
3. REGISTRATION .
Registration is subject to PONTAMEDIA.COM’s approval and Your continued compliance with the present Agreement as well as future changes as notified on the website (PONTAMEDIA.COM). PONTAMEDIA.COM reserves the right to refuse any applicant or participant at any time in its sole discretion.
By enrolling as a Publisher, You represent that You are at least 18 years of age and agree that PONTAMEDIA.COM may serve (a) third party and/or PONTAMEDIA.COM provided Advertisement Material and/or other content, or other feeds distributed through such Web site(s) (the non public portions of the website located at www.pontamedia.com/ to which You has been authorized to access, a “ Website ”) , media player(s), video content, mobile content and/or other properties (each such web site, media player, video content, mobile content, other property or feed, a “ Property ”) on your website. For the avoidance of doubt, any reference in this Agreement or reference to a Publisher’s “Web page”, “Web site”, “Web site page” or the like that is part of the Property will also mean feeds and media players distributed through such Web site.
You also agree that if your website changes the services being offered, products being sold or any material change whatsoever you will notify PONTAMEDIA.COM. Failure to do so will result in immediate termination of your account without compensation.
4. LICENSE GRANT; RESTRICTIONS ON USE .
4.1 License . Subject to the present terms and conditions provided in this Agreement, PONTAMEDIA.COM hereby grants to You during the term this Agreement a limited, non-exclusive, non-transferable (except as permitted under Section 14 below) license, without the right to grant sublicenses, to authorize You to access and use the Ponta Media Network solely for Your's internal use. You shall be responsible to PONTAMEDIA.COM for any and all acts or omissions of You may have. PONTAMEDIA.COM reserves the right to change the availability of any feature, function, Ads, or content relating to the Ponta Media Network, at any time, without notice or liability.
4.2 Restrictions on Use . You will not (and will not permit any third party to) make any use or disclosure of the Ponta Media Network, the Website, or the PONTAMEDIA.COM information that is not expressly permitted under this Agreement. Without limiting the foregoing, You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Ponta Media Network or the Website; (ii) modify, adapt, or translate Ponta Media Network or the Website; (iii) make any copies of the Ponta Media Network, the Website, or PONTAMEDIA.COM information; (iv) resell, distribute, or sublicense Ponta Media Network, the Website, or PONTAMEDIA.COM information; (v) make the Ponta Media Network or the Website available on a “service bureau” basis, or otherwise allow any third party to use or access the Ponta Media Network, the Website, or the PONTAMEDIA.COM information; (vi) remove or modify any proprietary marking or restrictive legends placed on the Ponta Media Network or the Website; (vii) use the Ponta Media Network, the Website, or the PONTAMEDIA.COM information in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; (viii) introduce into the Ponta Media Network or the website any software, virus, worm, “back door”, trojan horse, or similar harmful code; (ix) authorize or encourage any third party to, generate fraudulent impressions of or fraudulent clicks on (or fraudulent type-ins or completions of puzzles, or the like, with respect to) any Ads, 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; (x) communicate directly with any advertiser regarding the Ads or Yours’s use of the Ponta Media Network; (xi) proxy, modify, obscure, hide, or circumvent the identify, location, or other identifiable information about an end user; or (xii) initiate any communication of any kind that encourages, solicits, induces, diverts, entices, or otherwise diminishes PONTAMEDIA.COM´s business or relationship with any advertiser or publisher.
4.3 Prohibited Content . You acknowledge that PONTAMEDIA.COM does not accept in Ponta Media Network any media that contains: indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by PONTAMEDIA.COM at its sole discretion), any illegal subject matter or activities or any other content that does not meet PONTAMEDIA.COM quality standards as in effect from time to time (collectively referred to as the “ Prohibited Content ”). You represent and warrant that during the term of this Agreement any of your media on which it places Ponta Media HTML Insertion Code shall not contain any Prohibited Content. This includes:
- Sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
- Sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
- Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
- Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
- Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
- Sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
- Sites with illegal, false or deceptive investment advice and money-making opportunities
- Sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
- Sites that are under construction or incomplete
- Sites with extremely limited audiences or viewership
- Sites with any type of content reasonable public consensus deems to be improper or inappropriate
- Sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.
4.4 Prohibited Activities . You shall not induce persons to click on creatives based on incentives without the prior written approval of PONTAMEDIA.COM. Except as otherwise provided in this Agreement, under no circumstances You may, without the prior, express written consent of PONTAMEDIA.COm, alter, copy, modify, take, sell, re-use, or divulge in any manner any Ponta Media HTML Insertion Code.
5. RESPONSIBILITY .
You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of PONTAMEDIA.COM’s specifications, and adherence to the terms of this Agreement. PONTAMEDIA.COM reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, links, etc., or any engagement in any activity prohibited by this Agreement. PONTAMEDIA.COM is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and PONTAMEDIA.COM. In addition, PONTAMEDIA.COM shall not be obligated to provide notice to You in the event that any Ad, link, is not being displayed properly however PONTAMEDIA.COM will diligently work to ensure the system is in place and working.
6. ADVERTISING MATERIALS .
You shall place the Ponta Media HTML Insertion Code on all appropriate pages within its site(s). You shall not alter, sell or disclose the Ponta Media HTML Insertion Code in any way without PONTAMEDIA.COM’s prior written consent. The Ponta Media HTML Insertion Code for Advertising Material may not be used on a web page other than one located at an approved site and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved web site. Advertising Material must not be modified from original format without the prior written consent from PONTAMEDIA.COM.
7. FRAUDULENT IMPRESSIONS AND FRAUDULENT SOLVED CAPTCHAS .
Any method to artificially and/or fraudulently inflate the volume of impressions, solved captchas or clicks is strictly forbidden. Counts of impressions, solved captchas or clicks will be decided solely on the basis of reports generated by Ponta Media Network. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against your own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by PONTAMEDIA.COM, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on a page which reloads automatically. You may not require users to click on Advertising Material prior to entering a web site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Your clicks-throughs of any link other than PONTAMEDIA.COM's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, PONTAMEDIA.COM may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of PONTAMEDIA.COM and is not in lieu of any other remedy available at law or equity. PONTAMEDIA.COM's ad server will be the official counter for determining the number of Advertising Material delivered under an applicable Invesrtion Order, and amounts payable under this Agreement.
8. WARRANTY .
Notwithstanding the provisions set forth in section 4.3 herein, in completing registration as a publisher with PONTAMEDIA.COM you confirm and attest that your website (or any affiliation thereof) does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever content or the transmission of data that contains illegal or obscene material, fosters or promotes illegal activity, including but not limited to, child exploitation or child pornography of any kind, hate, racist or obscene material, illegal drugs, pornography, gambling which is illegal in said jurisdiction, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation. In doing so, PONTAMEDIA.COM shall immediately suspend or terminate Your account without prior notice. Further, PONTAMEDIA.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your website, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
In addition, you confirm and attest that your website (or any affiliation thereof) does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever intellectual property for which you are not the rightful owner and does not promote, sell or is any way involved in intellectual property including trademark, copyright infringement of any kind without exception. In doing so, PONTAMEDIA.COM shall immediately suspend or terminate Your account without prior notice. Further, PONTAMEDIA.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your website, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
By using PONTAMEDIA.COM, you confirm that you are the author and copyright owner and/or proper licensee with respect to any hosted content on your website or have express permission and you further represent and warrant that no content violates the trademark or rights of any third party.
Further, you confirm and attest that your website (or any affiliation thereof) does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever services or products which are prohibited or illegal and such services or products offered do not contravene any law, statute, government act whatsoever. In doing so, PONTAMEDIA.COM shall immediately suspend or terminate Your account without prior notice. Further, PONTAMEDIA.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your website, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
9. CONFIDENTIALITY .
You agree not to disclose PONTAMEDIA.COM Confidential Information without PONTAMEDIA.COM’s prior written consent. “PONTAMEDIA.COM Confidential Information” includes without limitation: (a) all PONTAMEDIA.COM software, technology, programming, specifications, materials, guidelines and documentation; (b) click-through rates or other statistics relating to PONTAMEDIA.COM and this Agreement; and (c) any other information designated in writing by PONTAMEDIA.COM as “Confidential” or an equivalent designation. PONTAMEDIA.COM Confidential Information does not include information that has become publicly known through no breach by You or PONTAMEDIA.COM, or information that has been (i) independently developed without access to PONTAMEDIA.COM Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
10. NO GUARANTEE .
PONTAMEDIA.COM makes no guarantee regarding the level of impressions of Advertising Material or clicks on any Advertising Material or referral button, the timing of delivery of such impressions and/or clicks, the completion of referral events, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, PONTAMEDIA.COM does not guarantee the Pontamedia Network as per this Agreement will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond PONTAMEDIA.COM’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where PONTAMEDIA.COM (or its wholly owned subsidiaries) or Your servers are located or co-located.
11. NO WARRANTY .
PONTAMEDIA.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADVERTISING MATERIAL, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-PONTAMEDIA.COM CONTENT, PONTAMEDIA.COM SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADVERTISING MATERIAL, LINKS, AND SEARCH RESULTS.
12. LIMITATIONS OF LIABILITY; FORCE MAJEURE .
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE THIS AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PONTAMEDIA.COM’S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY PONTAMEDIA.COM TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD, LABOR CONDITIONS, AND POWER FAILURES.
13. PAYMENT .
FEES, PAYMENT, AND PRICING.
13.1 Payment Terms . Each Party's share of Net RevenueThe Publisher Earnings shall be determined by PONTAMEDIA.COM (in its sole discretion) on a calendar monthly basis. PONTAMEDIA.COM shall pay Publisher within sixty (60) days after the close of each Monthly Cycle for month in which the inventory PONTAMEDIA.COM sold during the previous Monthly Cyclemonth. In the event PONTAMEDIA.COM has not received complete payment from advertisers within one (1) year after the month in which such inventory was sold, future amounts due to Publisher hereunder shall be subject to a setoff, reduction, and/or recoupment by PONTAMEDIA.COM in the amount of such shortfall. For inventory sold by Publisher, Publisher shall pay PONTAMEDIA.COM within thirty (30) days of Publisher's receipt of payment from the advertiser. Publisher shall pay PONTAMEDIA.COM the fees associated with any House Ads within thirty (30) days after receiving PONTAMEDIA.COM's invoice. Notwithstanding anything to the contrary herein, if a Party's earned balance is less than Two Hundred Dollars ($200), no payment shall be made until the amounts owed by the other Party exceed such amount. If a Party disputes any payment made hereunder, it must notify the other Party in writing within thirty (30) days of any such payment. Failure to so notify the other Party shall result in the waiver by the Party of any claims related to such disputed payment. Payments shall be calculated solely based on records maintained by the Parties. To ensure proper payments, each Party is responsible for providing and maintaining accurate contact and payment information with the other Party regarding its account. If Publisher fails to provide PONTAMEDIA.COM with proper payment information (i.e., an address to send a check, or ACH information, AND a completed W-9/W-8BEN/W-8BENc) within thirty (30) days after the commencement of the Term, PONTAMEDIA.COM may, in its sole discretion, terminate this AgreementTerms and Conditions, in which case Publisher forever waives and forfeits any rights to payment under this AgreementTerms and Conditions.
13.2 Exclusions . PONTAMEDIA.COM shall not be liable for any payments based on (i) any fraudulent impressions, fraudulent clicks, or fraudulent type-ins or completions of puzzles, or the like, generated by any person, robot, automated program, or similar device, all as reasonably determined by PONTAMEDIA.COM; (ii) impressions commingled with a significant number of any of the fraudulent occurrences described in (i) above; or (iii) any breach of this Agreement Terms and Conditions by Publisher. In addition, for the sake of clarity, if a Party does not receive the applicable payment in full from any advertiser, its liability or responsibility to the other Party shall be reduced by the pro rata amount not collected from the advertiser (and the other Party hereby releases the selling Party) with respect to such uncollected amount. Each Party shall exert commercially reasonable efforts to minimize bad debt and to collect all amounts due to the Parties.
13.3 Taxes . The Party that collects revenue generated from the Advertising Materialements shall pay all applicable sales, use, and other such taxes related to such revenue (excluding any taxes imposed or based on a Party's income) or provide the other Party evidence of exemption from such taxes.
13.4 Records . Each Party shall keep, maintain, and preserve for at least one (1) year following termination or expiration of this AgreementTerms and Conditions accurate records relating to such Party's obligations hereunder. Such records shall be maintained as confidential, but shall be available for inspection and audit as provided herein.
13.5 Audit . During the Term and for a period of six (6) years thereafter, each Party or its designee shall have the right to audit, no more than once per twelve-month period, the other Party's relevant books, records, and accounts for the purpose of verifying the accuracy of payments made to such Party as required under this Agreement. Each Party acknowledges and agrees that such accountant shall not have access to the books, records, and accounts relating to other products or services, except as such books, records, and accounts also directly relate to the payments due hereunder. Each audit will be conducted at the audited Party's place of business, or other place agreed to by the Parties, during the audited Party's normal business hours and with at least five (5) business days prior written notice to the audited Party. The auditing Party shall pay the fees and expenses of the auditor for the examination.
13.6 Pricing . In cases where Publisher is selling inventory via the ServicePonta Media Network, Publisher shall not sell any such inventory for less than a Thirty Cents[____] ($.__30) c ost per engagement without the prior, written approval of PONTAMEDIA.COM.
14. TERM. TERMINATION .
14.1 Term . This Agreement shall be valid as from Your online acceptance of this Terms and Conditions and continuing until terminated as provided herein (the “ Term ”).
14.2 Termination . Either Party may terminate this Agreement: (i) at any time giving to the other Party written notice of its intent at least sixty (60) days prior to the effective date of termination; (ii) for a material breach by the other Party where such breach is not cured within fifteen (15) days of written notice of such breach; and (iii) Immediately upon written notice from PONTAMEDIA.COM to You upon any breach of Your non-fraud obligation set forth in section 7 herein.
14.3 Effect of Termination . Upon termination of this Agreement:
- Each Party shall pay the other Party for all amounts payable hereunder at the effective date of termination within sixty (60) days as from such termination; provided, however, if PONTAMEDIA.COM does not have Your proper payment information on file and You, on notice from PONTAMEDIA.COM, fails to provide the same within five (5) business days of such request, You shall forever waive and forfeit any rights to payment of such amounts under this Agreement.
- All rights and licenses granted hereunder will immediately cease, and You will immediately cease all access to the Ponta Media Network; provided, however, that PONTAMEDIA.COM shall continue to own all right, title, and interest in and to the PONTAMEDIA.COM Data and/or Confidential Information and any information voluntarily submitted by end users; and
- Each party shall either return to the other party (or, at such other party's instruction, destroy and provide PONTAMEDIA.COM with written certification of the destruction of) all documents, computer files, and other materials containing any and all of such other party's Confidential Information (as defined below).
15. OWNERSHIP .
15.1 Intellectual Property . PONTAMEDIA.COM owns and shall own all right, title, and interest in and to the Ponta Media Network, the website, the PONTAMEDIA.COM data and Confidential Information, and any other data submitted by end users in response to an Advertising Material, including all source code, object code, operating instructions, and interfaces developed for or relating to the Ponta Media Network and/or the website, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the “ Intellectual Property ”). Neither party will have any rights with respect to the Intellectual Property of the other party other than those expressly granted hereunder. You shall not develop (or to permit any third party to develop) any software tool or other application that interfaces with the Ponta Media Network or the website.
15.2 Usage of Data . PONTAMEDIA.COM, in its sole discretion, shall have the right to copy, sell, distribute, transfer, lease, assign, market, use, license, and re-market the PONTAMEDIA.COM data and any information voluntarily provided by end users without further obligation to You (subject to PONTAMEDIA.COM's compliance with all applicable laws and regulations and representations). You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner such PONTAMEDIA.COM information and/or and any information voluntarily provided by end users, or any portion thereof, to any third-party.
16. PUBLICITY .
16.1 Branding on Your websites . In a form and manner mutually agreed to by the parties in good faith, You agree to post PONTAMEDIA.COM's name and logo at a point size not smaller than one-half (1/2) inch in height on either the homepage or the “advertising” page of each of Your websites . The logo shall hyperlink to a separate page communicating contact information for PONTAMEDIA.COM.
16.2 Promotional Materials . You hereby grant PONTAMEDIA.COM a non-exclusive, worldwide, non-transferable, royalty-free license to use Your name, trademarks, service marks, and logos (“ Your Trademarks ”) on PONTAMEDIA.COM's website, promotional materials, and marketing collateral in connection with the Ponta Media Network. PONTAMEDIA.COM shall make no other use of the Your Trademarks. PONTAMEDIA.COM acknowledges and agrees that the rights granted by You under this Section are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Your rights with respect to Your Trademarks. You retain the right to specify, from time to time, the format in which PONTAMEDIA.COM shall use and display the Your Trademarks, and PONTAMEDIA.COM shall use or display Your Trademarks only in a format approved by You.
17. REPRESENTATIONS AND WARRANTIES .
You represent and warrant that (a) all of the information provided by You to PONTAMEDIA.COM for registration is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Advertising Material or ad units) for the purposes of this Agreement; and (2) You shall ensure that any media player(s) that constitutes the site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) 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 (iii) are not pornographic, hate-related or otherwise violent in content.
18. YOUR OBLIGATION TO INDEMNIFY .
You agree to indemnify, defend and hold PONTAMEDIA.COM, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “ Indemnified Person(s) ”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the present Agreement, the Property(ies), and/or Your breach of any term of this Agreement.
19. PONTAMEDIA.COM RIGHTS .
You acknowledge that PONTAMEDIA.COM owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in (including PONTAMEDIA.COM’s ad serving technology, search technology, referral technology, and brand features, including implied licenses, and excluding items licensed by PONTAMEDIA.COM from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in this Agreement except as expressly set forth in this Agreement. You will not remove, obscure, or alter PONTAMEDIA’s copyright notice, brand features, or other proprietary rights notices affixed to or contained within any PONTAMEDIA.COM services, software, or documentation (including without limitation the display of PONTAMEDIA.COM’s brand features with Advertising Material, links, search boxes, search results, and/or referral buttons, as applicable). “ Intellectual Property Rights ” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
20. INFORMATION RIGHTS .
21. MISCELLANEOUS .
This Agreement shall be governed by the laws of Florida, United States of America, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Miami, Florida. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued registration with the service by PONTAMEDIA.COM after such terms have been updated by PONTAMEDIA.COM. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to PONTAMEDIA.COM. Notwithstanding the foregoing, PONTAMEDIA.COM may assign this Agreement to any affiliate at any time without notice. The relationship between PONTAMEDIA.COM and You is not one of a legal partnership relationship, but is one of independent contractors. Sections 7 , 8 , 9 , 10 , 11 , 12 , 13 , 14 , 15 , 18 , 19 , 20 and 21 of this Agreement shall survive upon termination of this Agreement. In addition to any online acceptance, this Agreement may be executed in counterparts (which may be exchange by facsimile or PDF), each of which shall be deem an original, but which together shall constitute one and the same instrument.