This document comprises the Terms of Use Agreement, hereinafter referred to as the “Agreement”, or “TOS” and constitutes a legally binding Agreement between you, (“You”) the visitor, member or advertiser to or on our AdSystem.com web site, hereinafter referred to as the “site”, and business that serves as the owner and operator of this site.

As a condition precedent to you being able to use any of the tools, functions and services provided to you by this site, you must read and agree to be bound by each and every one of the terms and conditions contained in this Agreement. Should you access any component of this site, or use any tools, functions or services that this site offers, register as a member, or view any text or graphics, use or visit our forums, such activities on your part means expressly that you have read this Agreement and agree to be bound by the terms and conditions contained herein. Should you not agree to be bound by each and every term and condition contained in this Agreement you must leave this Site at once and you may not establish a membership or use our advertising system or any other tool or service that we provide to you. This document serves as your SUBSCRIBER AGREEMENT and as such you must carefully read this document before using the services that we offer. By clicking “I ACCEPT” below you agree to be bound by each of the terms and conditions of these TOS. If you do not agree, click “CANCEL” and you will not have any right or ability to use our tools and services. If these TOS are considered a legally binding offer by us, acceptance thereof is limited expressly to the terms and conditions contained herein.

Subject to the terms and conditions of these TOS, we may offer to provide certain services that allow the purchase and sale of Internet advertisements by allowing related parties, as set forth on our site, to come together to facilitate and take part in such offerings. We reserve the right to refuse to allow access to our tools and services to any party for any reason we deem appropriate.

Subscribers must be at least 18 years of age and legally able to enter into a binding contract.

Related Restrictions

These TOS are void where prohibited by law and no Subscriber may use our tools and services in such jurisdictions. Subscriber agrees to comply with the technical specifications as published by us so that advertisements properly display and may not modify any JavaScript or any other software, scripts or programming provided by us to the Subscriber.

Subscriber agrees to direct to us and not to any advertiser or publisher any communications, including email, letters and phone calls that arise out of the Subscriber’s use of our tools and services.

Subscriber Limitations

Subscriber, which includes all publishers, advertisers and other parties using our tools and services, warrants that it will not (whether a publisher, advertiser or otherwise)
warrants, represents and agrees that it will not publish or cause to be published any content that is infringing, defamatory, indecent, obscene, intolerant, racist or that otherwise violates any law or right of any third party or entity, as set forth herein.

Publishers may not cause, authorize or encourage any third party of entity to generate fraudulent impressions of or fraudulent clicks on any advertisement either manually or through the use of scripts or robots or other automated tools, automated query tools, and or computer generated search requests, the illegal use of other search engine optimization services and software. Subscriber as publisher may not change, edit or modify or filter the order of information published in any advertisement, or remove or block, or reduce in size any advertisement in anyway. Subscriber as publisher may not redirect an end user away from any Web page accessed by an end user after clicking on any advertisement on an Advertiser Page.

Subscriber may not publish an alternate Advertiser page that is different from the page an end user is properly targeted to or intersperse any content between the advertisement and the Advertiser Page.

Subscriber may not display any advertisements on any error page, registration or “thank you” page.

We reserve the right to remove any content from the site at any time for any reason, or to terminate any user’s right to use the site at any time for any reason. We may or may not provide a reason for removal of services to any user if we deny services.

Fraudulent, abusive or criminal activity will most certainly result in a Subscriber being banned from our services. Subscriber will not operate a Maillist, Listserve or any form of auto-responder. No automated processes that run while subscriber is not logged in are allowed.

Subscriber agrees that we have no special relationship with Subscribers and no fiduciary duty exists that we are responsible for. We have no duty to take any action regarding which users gain access to the site or services, what content subscribers access or receive via our services, what content other users make available or publish, how any content is used or interpreted, or any action any party takes in regard to any content published via our services. We have no control over how content is displayed. Subscriber assumes the sole risk and responsibility for all content provided by advertisers. We make no representations regarding any issues of civil or criminal liability regarding any advertisement.

We make no warranties regarding the number of impressions or click throughs for any advertisement, the timing of publication, or any warranties as to earnings.

Privacy Issues

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC
2701-2711):

WE MAKE 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. We are not liable for the privacy of any email address, registration or identification information, data storage, communications, trade secrets, or any other content stored in our database or transmitted through our services.

You will be provided with the ability to select a password and User ID. You must provide us with accurate, complete and updated registration information or your account shall be terminated. You may not select or use a User ID that is the name of another person or use any name that you are not legally allowed to use or one that violates the legal rights of another person or entity. You may have only one User ID. You are responsible for the security of your password and User ID.

Indemnification

You will indemnify us and hold us harmless, including our parent organization, subsidiaries, affiliates, officers and employees harmless, including costs, fees, damages and reasonable attorney’s fees, from any claim or demand made by any third party due to or arising out of your use of our tools or services and or any action you have taken relating to your use of our Web Site and the related tools and services.

Payments Owed to Us

For those services that require payment, you must timely pay for such services. We reserve the right to change our fee structure at any time with no prior notice to you.

Payments Owed to You

Publishers receive a percentage of the sale price of advertisements. We determine the proper amount to pay Publishers on or near the first of each calendar month. Publishers are not eligible to receive payments until 60 days has elapsed from the time of registration. No payments will be issued if we deem fraud has taken place. We reserve the right to set a minimum check amount needed before we issue a payment. Payments are issued in the fullness of time as determined by us but generally within ten days of our accounting of the monies owed. Payments are conditional upon the advertiser paying fees owed. Any charge backs from advertisers will be credited to us and payments to the Publisher shall be accordingly reduced. Any dispute that the Subscriber has regarding earnings or payments must be made to us in writing within thirty days of the Subscriber being paid or any claim is waived. All payments are calculated only upon our own records. No payments shall be issued if we deem fraud, or a violation of these TOS has taken place. If the Subscriber has failed to make a payment due to us, we shall not issue a payment to the Subscriber or we may in our sole discretion deduct the amount owed before we issue a payment to Subscriber.

Subscriber has the sole responsibility of providing us with up to date, accurate and complete payment information such as name, account number, User ID and other information needed for payment processing. We must have a valid US tax ID number in order to pay Subscriber and a fully completed FORM W-9. Non US residents must complete whatever documentation we require.

Bank fees related to returned or cancelled checks may be deducted by us from payments owed to the Subscriber.

We may update or modify our payment polices at any time with no prior notice to you.

Checks that we send Subscribers shall become invalid and be cancelled after 180 days and shall not be replaced and Subscriber hereby waives any claims thereto.

Subscriber must pay all taxes and charges imposed by any government entity regarding payments issued and use of our tools and services. We may deduct monies owed to us by Subscriber from any payment owed to Subscriber.

General Rules of Conduct

You may not:

· Violate the law of any jurisdiction while visiting our site, our forums, or using any tool or service that we provide.
· Harass or Cyberstalk any user.
· Conduct any activity that is harmful or detrimental to our site, or business, our users, or our advertisers, as solely determined by us.
· Post any information or content that is obscene, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction.
· Upload any material that is harmful to our user’s computers or objectionable to our community as a whole.
· Falsely represent yourself as another person or as a representative of a business or entity that you do not actually represent.
· Falsely represent your professional or business credentials or professional background.
· Publish content that is false, deceptive, misleading, deceitful, or
constitutes "bait and switch.”
· Publish content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to
make available under any law or under contractual or fiduciary relationships.
· Publish content that constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited
commercial advertisement.
· Advertise any service or good that is illegal or prohibited by law.
· Distribute any files that are harmful to computers, telecommunications, or individuals or property.
· Send email that constitutes or contains "affiliate marketing," "link referral code,"
"junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited
commercial advertisement.
· Use any form of automated device or computer program that enables the
submission of postings on our site, including our forums, without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals or use a third party posting agent to post content to our site without our written permission.

We may post rules, guidelines or policies, including rules, guidelines or policies that concern our forums. Upon the posting of such materials, they immediately become incorporated by reference into this Agreement as if fully set forth herein.

Anti-Spam Policy

Any activity generally described as “spamming” by the Internet Community, such as unsolicited emails, irrelevant or commercially based postings for any purpose will result in membership and access to our site being terminated without prior notice to the member.

Privacy Policy

We have published a privacy policy. The privacy policy is hereby incorporated by reference into this Agreement as if fully set forth herein.

Disclaimer of Warranty

We issue no warranty whatsoever and do not make any representations or warranties regarding the availability, suitability, reliability, merchantability, non-infringement, capability, usefulness or fitness for any general or particular purpose of the site, or the tools, products or services herein supplied or sold or regarding the characteristics of services provided by or through the site, or regarding the timeliness, accuracy or usefulness of information obtained from or through the site. The site and all content contained, distributed, sold or published via the site are provided to you "As Is, Where Is", without any warranty of any kind, express or implied.

Limitations of Liability

AdSystem.com and its officers, employees, agents and assigns will not be liable for any damage or injury caused by the use of this site, including but not limited to failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or on-line failure.

Confidential Information

Subscriber agrees to refrain from disclosing any Confidential Information that belongs to us, without our prior written permission. Such Confidential Information includes information regarding our software, programming, scripts and technical specification as to each, guidelines, documentation, inventions and developments that the Subscriber creates based on our intellectual property, click through rates, statistics relating to our site or services, and other information marked as “Confidential” by us. Confidential information does not include information that has become known to the public through no breach of Subscriber or that has been independently developed without access to our confidential information as proven by written history of the development of the same, or otherwise rightfully received by a third party, or released pursuant to law or governmental authority or order of the Court of competent Jurisdiction.

Release of Subscriber Data

We may keep and use for our own purposes all information and data that the Subscriber provides us, including site demographics and contact and billing information. Subscriber agrees that this information is freely transferrable by us and may include personally identifying information. Such information may be released by us to entities in jurisdictions that have less restrictive laws regarding privacy than the United States has.

We disclaim all responsibility and will not be liable to Subscriber for any such disclosure of information to any third party or entity. We may share aggregate information that is not personally identifiable with our advertisers, publishers, partners and any other third parties. Subscriber gives us the right to access, index and cache Subscriber’s web site, including through tools such as spiders or crawlers. We also have a non-exclusive license to republish in any medium all advertisements, web pages, banners, interstitials or other user generated content for marketing purposes with no restrictions or payment due to Subscriber.

Termination Issues

Any fees paid by Subscriber shall not be returned upon termination of the Subscriber’s account as set forth herein. Upon termination, Subscriber must at once cease from receiving services and Subscriber will remove all our HTML code from Subscriber’s web sites. Warranty disclaimers and limitations of liability shall survive termination of these TOS.

Subscriber Warranty

Subscriber warrants that Subscriber owns each web site Subscriber designates in connection with the use of our services and tools or that the Subscriber is legally authorized to act on behalf of the owner of such websites.

Subscriber warrants that he is legally able to enter into these TOS.

Severability

If any provision of these TOS are found to be unenforceable or invalid, that provision(s) the remaining provisions shall be valid and enforceable. This Agreement is not transferrable by Subscriber but is fully and without limitation of any nature transferrable and assignable by us.

No Agency

No agency, partnership, employment or joint venture is created by these TOS. Each party is an independent contractor as to the other party. Subscriber has not ability to represent or bind us in any way.

DMCA COMPLAINTS

NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes
copyright infringement, or your intellectual property rights have been
otherwise violated, please notify our agent for notice of claims of
copyright or other intellectual property infringement ("Agent"), at

adsystem.us@gmail.com

or:

Copyright Agent
AdSystem.com
ADD ADDRESS

Please provide our Agent with the following Notice:

a) Identify the material on our site that you claim is
infringing, with enough detail so that we may locate it on the website;

b) A statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law;

c) A statement by you declaring under penalty of perjury that (1) the above
information in your Notice is accurate, and (2) that you are the owner of
the copyright interest involved or that you are authorized to act on behalf
of that owner;

d) Your address, telephone number, and email address; and

e) Your physical or electronic signature.

We will remove the infringing posting(s), subject to the procedures
outlined in the Digital Millenium Copyright Act (DMCA).

Intellectual Property Provisions

All content provided within or via this site is protected by various US and international copyright laws, patent laws, trademark regulations and laws, and various intellectual property laws and international treaties and agreements. No intellectual property of any nature contained within or via this Site may be copied, published, or broadcast in any way without the written permission of the content owner. The content of this Site may not be “framed” or “mirrored. All content on this site is protected by US and State copyright laws.

Termination of Service

We reserve the right to terminate any and all service provided to you (either as a group or as an individual user or member) at any time without notice for any reason we deem fit. We also reserve the right to discontinue any service or modify any service with no notice to you.

Equitable Orders

You agree that monetary damages may not adequately provide a remedy for us if you violate any of the terms and conditions of this Agreement and you agree that we may approach a Court of Equity of competent jurisdiction for the purpose of obtaining Orders in Equity should you violate any element of this Agreement.

Automatic Viewing or Usage of this Site

You may not use any automated scripts or “robots” to access, copy, or manipulate any content provided on this site. You may not engage in denial of service attacks upon the servers that publish this Site. You may not engage in any content that uses more than .01% of the hardware and software infrastructure of this Site.

Links to Third Party Sites

We may provide links to third party sites; however, we are not responsible for the content of such sites or their terms of use or privacy policies. Please carefully review the terms of service and privacy policies of all such sites prior to usage. You assume the risk of any usage of such third party sites.

Limitation of Liability

We are not responsible for any damages arising from your use of this Site, or any tools, functions or services that this Site provides to you, whether the cause of action be based on tort, breach of contract, or any other legal theory, including punitive, actual, indirect, incidental or consequential damages of any nature or due to any cause of any nature. You agree to hold us harmless from any loss or harm of any nature due to your usage of this Site or any tool, product or service that we provide to you, whether directly or indirectly.

Content Issues

We are not responsible for any content provided to you by our site members or advertisers. We do not screen content provided by our site Members or any third parties or entities and you agree that we do not have any duty to do so prior to such being published on our site. We are not liable for any content that may be obscene, indecent, misleading, fraudulent, racist, intolerant, harmful or otherwise objectionable where such content has been displayed due the actions of one or more of our users or any third party or entity. We are not responsible for any content provided to our site by members or third parties that may infringe on intellectual property rights, rights of privacy or publicity, or any rights of any nature in any jurisdiction. You agree to hold us harmless regarding any claims arising from your exposure, or the exposure of your family members, loved ones, or computers, to objectionable content and agree to waive any possible liability that we may have regarding content provided to us via members or third parties that violate any intellectual property rights or any other civil law.

You understand and agree that use of the Internet means that you are subject to the risk of receiving or viewing harmful offensive content and files. We do not promise that we will review and edit all content for safety, quality, accuracy, or decency that you encounter via our Site.

Jurisdiction

This Agreement, including all Disclaimers, will be governed by and construed in accordance with the internal laws of the State of New York, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in New York, New York before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and the terms and conditions of this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will bear its own costs and attorneys' fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. Any and all disputes regarding the content presented on this site must be resolved through arbitration as set forth in this section.

Foreign Usage

We make no representation that the usage of this site, or the content provided herein, will not violate the laws of your local jurisdiction. You are responsible for the laws of your jurisdiction, especially if you are accessing this site from outside the United States of America (USA).

Erratum

This site may contain typographical errors or mistakes, and we disclaim any responsibility for such errors and you agree to hold us harmless from any legal responsibility for such errors.

Modifications of this Agreement

We may revise or modify any portion of this Agreement at any time without notice to you. You must read this Agreement each time you visit our site or use any tool or service that we provide to you via this site or elsewhere. Any usage of this site or tools, functions or services that we provide you means that you have read the most current version of this Agreement and you agree to be bound by the terms and conditions of the latest version of this Agreement.

Notice

Notices to you may be issued via electronic mail or by surface mail, at our sole selection.

Force Majeure

Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. We are not responsible for server downtime under any circumstances.

Intellectual Property Notices have been Provided to You

You agree that you have been suitably noticed of any trademark, trade dress, service mark, copyright, patent or any other intellectual property rights or property rights of any nature and any violation by you of any such property rights is fairly deemed to be “willful” in nature.

All product names, marks, logos, symbols, and company names are the property of their respective owners and subject to the protection of State, Federal and International laws and regulations.

Contacting Us

By voicemail. (347) 450 0102

Please contact us by email

adsystem.us@gmail.com