1ClickRecommend Terms of Service
Welcome to 1ClickRecommend!
The following Terms of Service outline your obligations when using the 1Clickrecommend Website or Services. You can also review our Privacy Policy, which outlines our obligations and practices towards handling any personal information that you may provide to us.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE 1CLICKRECOMMEND SERVICES. BY ACCESSING THIS SITE, USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES ON THE SITE, REGISTERING FOR THE 1CLICKRECOMMEND SERVICE OR PARTICIPATING IN THE 1CLICKRECOMEND SERVICE, YOU AGREE TO BECOME BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE.
Introduction. This agreement ("Agreement") between You (“You”, “Viewer”, “User”, “Publisher”) and Park Hill Systems ("Park Hill Systems", “Our”, “Company”) consists of these 1ClickRecommend (the “Service” or "Services" or “Program”) Standard Terms of Service ("Terms"). A description of the Service / Program, as generally offered by Park Hill Systems, is available at the Frequently Asked Questions ("FAQ") URL, located at http://www.1ClickRecommend.com/faq, or such other URL as Park Hill Systems may provide from time to time. "You", “Viewer”, “User” or "Publisher" means any individual or 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.
1. Your relationship with 1ClickRecommend
1.1 Your use of Park Hill System’s products, software, services and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you by Park Hill Systems under a separate written agreement) is subject to the terms of a legal agreement between you and Park Hill Systems. “Park Hill Systems” means Park Hill Systems, whose principal place of business is at Ashiyana Layout, 1st Cross, Plot No. 3, Ashoknagar, Urva Post, Mangalore – 575006. Karnataka State, India.
1.2 No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind Park Hill Systems in any respect whatsoever.
1.3 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.
1.4 Park Hill Systems shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Park Hill System's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference), governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
1.5 If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
1.6 The Terms are not assignable, transferable or sub licensable by you except with Park Hill System’s prior written consent.
1.7 Park Hill Systems may transfer, assign or delegate the Terms and its rights and obligations without consent.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Park Hill Systems in the user interface for the Service; or
(B) by actually using the Services. In this case, you understand and agree that Park Hill Systems will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Park Hill Systems, or (b) you are a person barred from receiving the Services under the laws of India or other countries including the country in which you are resident or from which you use the Services.
3. DESCRIPTION OF SERVICE
3.1 Subject to full compliance with the Terms, Park Hill Systems may offer to provide certain services and content, as described more fully on the Site.
3.2 Services shall include, but not be limited to, any service and content Park Hill Systems performs for you, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the "Content").
3.3 Park Hill Systems may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content without notice or liability.
3.4 Park Hill Systems may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
4. GRANT OF RIGHTS TO USE SERVICES.
4.1 Effective upon acceptance of this Agreement, Park Hill Systems hereby grants you a personal, nonexclusive, nontransferable, revocable license to access and use the Services, for your non-commercial use.
4.2 You shall have no right to sell, resell, reproduce, duplicate, copy, distribute, create derivative works or exploit for commercial purposes, any portion of the Services, access to the Services, or use of the Services nor make any claim that it does have such right.
4.3 The services provided by Park Hill Systems hereunder may allow you to perform various online messaging and communications functions. Unless explicitly stated otherwise, any new features provided by Park Hill Systems that augment or enhance the current Services shall also constitute "Services" and shall be subject to these Terms.
4.4 Unless otherwise specified, the Website is intended for your personal use only. You may not authorize others to use the Website, and you are responsible for all use of the Website by you and by those you allow to use, or provide access to, the Website.
4.5 The Website contains material that is protected by state, national and international copyright, trademark and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from the Website. You may download material from the Website and may use the Website for your personal use only, provided you keep intact all copyright and other proprietary notices.
4.6 The Website is not intended for users under the age of 13, and Park Hill Systems does not knowingly collect personally identifiable information from users under the age of 13. Such users are expressly prohibited from submitting their personally identifiable information to us, and from using and of our services.
4.7 You agree not to transmit through the Website any material that is abusive, harassing, racist, or hateful. Further, you may not transmit through the Website any material that is encrypted, constitutes junk mail or unauthorized advertising, or commercial offers, invades anyone's privacy, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or that otherwise violates any local, state, federal, national or international law or regulation. You agree to use the Website only for lawful purposes and you acknowledge that your failure to do so may subject you to civil and criminal liability.
4.8 The content, organization, graphics, text, images, video, design, compilation, advertising and all other material on the Website, including without limitation, the “look and feel” of this website, are protected under applicable copyrights and other proprietary (including but not limited to intellectual property) rights and are the property of Website Provider or its licensors. The copying, rearrangement, redistribution, modification, use or publication by you, directly or indirectly, of any such matters or any part of the website, including but not limited to the removal or alteration of advertising, except for the limited rights of use granted hereunder, is strictly prohibited.
4.9 You may not in any way make commercial or other unauthorized use, by publication, re-transmission, distribution, performance, caching, or otherwise, of material obtained through the Website, except as permitted by the Copyright Act or other law or as expressly permitted in writing by this Agreement, Park Hill Systems or the Website.
4.10 Unless you have been specifically permitted to do so in a separate agreement with Park Hill Systems, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.11 You agree that you will not engage in any activity to interfere, disrupt, overwhelm, attack, modify or interfere with the Website or its associated software, hardware and/or servers or networks which are connected to the Services in any way, and you agree not to impede or interfere with others' use of the Website. You further agree not to alter or tamper with any information or materials on or associated with the Website.
4.12 Other than connecting to Park Hill System's servers by http requests using a Web browser, you may not attempt to gain access to Park Hill System's servers by any means - including, without limitation, by using administrator passwords or by masquerading as an administrator while using the Website or otherwise., unless you have been specifically allowed to do so in a separate agreement with Park Hill Systems. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
4.13 You acknowledge that Park Hill Systems has not reviewed and does not endorse the content of all sites linked to from this Website or through Referrals and is not responsible for the content or actions of any other sites linked to from this Website or through Referrals. Your linking to any service or site is at your sole risk.
4.14 In order to access the Service, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Service. You agree that any registration information you give to Park Hill Systems will always be accurate, correct and up to date.
4.15 You agree to use the Service only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries).
4.16 You agree that you are solely responsible for (and that Park Hill Systems has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Park Hill Systems may suffer) of any such breach.
5. Provision of the Services by Park Hill Systems
5.1 Park Hill Systems relies on Third Party service providers around the world (“Third Party service providers”) to run its services. These include Web Servers, Database Servers, Data Connectivity Lines, Data Centers and other equipment. You acknowledge and agree that Third Party service providers will be entitled to provide the Services to you.
5.2 Park Hill Systems is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Park Hill Systems provides may change from time to time without prior notice or liability to you.
5.3 As part of this continuing innovation, you acknowledge and agree that Park Hill Systems may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Park Hill System’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Park Hill Systems when you stop using the Services.
5.4 You acknowledge and agree that if Park Hill Systems disables access to your account, you may be prevented from accessing the Services, your account details or any other content which is contained in your account.
5.5 You acknowledge and agree that while Park Hill Systems may not currently have set a fixed upper limit on the number of referrals you may send or receive through the Services or on the number of contacts you may have on the Service; such fixed upper limits may be set by Park Hill Systems at any time, at Park Hill System’s discretion.
6. MODIFICATION TO SERVICES.
6.1 During the term of this Agreement, Park Hill Systems may modify or discontinue the Services at any time and with or without notice or liability to you.
6.2 Without limiting the generality of the foregoing, Park Hill Systems may, from time to time, with or without notice and at its sole discretion, establish or change various practices, limitations and restrictions for administering such Services, including without limitation: (a) how often all or a part of the Services or account may be accessed; (b) the duration of any access; (c) the maximum number of days that referrals will be retained; (d) the maximum number of referrals or contacts allowed; (e) the size and nature of referrals and contacts; (f) the maximum storage space available for an account; and (g) any other matter related to the administration of the Services.
6.3 You agree that Park Hill Systems shall not be responsible or liable in any way for deactivation or deletion of accounts or for loss of referrals or contacts or other information as a result of, or arising out of, administration of the Services, whether or not you are given prior notice thereof.
6.4 Park Hill Systems may delete accounts that are inactive for an extended period of time as determined by Park Hill Systems in its sole discretion.
6.5 Park Hill Systems may delete pending accounts that have not yet been validated by You after a period of time as determined by Park Hill Systems in its sole discretion.
6.6 Park Hill Systems shall not be liable to You or any third party for any reason for Park Hill Systems modifying or terminating the Services, in whole or in part.
6.7 You are responsible for creating a back-up copy of any important or critical information that is stored on the Service. Park Hill Systems shall not be responsible or liable in any way for any information or data loss in connection with the Service.
7. SUBSCRIBER REGISTRATION.
7.1 You agree to provide true, accurate, current and complete data to Park Hill Systems upon signing up for the Services and at subsequent times as requested by Park Hill Systems.
7.2 If you provide data that is, or that Park Hill Systems suspects to be, false, inaccurate, not current or incomplete, Park Hill Systems has the right to suspend or terminate Services and refuse any and all current or future use of all Services, or any portion thereof.
7.3 Your registration data will not be provided to third parties, unless required by law, or in the event you grant Park Hill Systems the right to provide that information. For more details on our Privacy Policy, please click here.
7.4 You shall maintain and promptly update the registration data as applicable.
7.5 You are solely responsible for the maintaining the confidentiality of your password, and will be responsible for all transactions and activities that occur as a result of your disclosure of such password, whether or not such transactions and/or activities were authorized by you.
7.6 You shall not give account information to third parties and shall at all times be responsible and liable for any transactions or activities that occur on your account.
7.7 You shall immediately notify Park Hill Systems if any unauthorized use of your account has occurred or of any other breach of security.
7.8 Park Hill Systems respects the privacy of its users. Please refer to the Park Hill Systems Privacy Policy for more details. This policy, which may be updated from time to time by Park Hill Systems in its discretion, is incorporated into these Terms by this reference.
7.9 We may at times require that you register and/or set up an account to use certain portions of the Website, or the Website as a whole. In order to do so, you may be provided, or required to choose, a password, user name, and/or other registration information (collectively, “Registration Information”).
7.10 You agree and represent that all Registration Information provided by you is accurate and up-to-date.
7.11 If any of your Registration Information changes, you must update it by using the appropriate update mechanism on the Website, if available.
8. Termination
8.1 Park Hill Systems may terminate your membership, delete your account and any content or information that you have posted on the Site or through any Platform Application and/or prohibit you from using or accessing the Service or the Site or any Platform Application (or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 13.
8.2 When we are notified that a user has died, we will generally, but are not obligated to, keep the user's account active under a special memorialized status for a period of time determined by us to allow other users to post and view comments.
8.3 Park Hill Systems may terminate or suspend any and all Services and your Park Hill Systems account immediately, without prior notice or liability, if you breach any of the Terms set out in the Terms.
8.4 Upon termination of your account, your right to use the Services will immediately cease.
8.5 If you wish to terminate your 1ClickRecommend account, you may simply discontinue using the Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
8.6 Subject to any third party agreements You may have with other Park Hill Systems customers (e.g., Your Web hosting company), You may stop displaying 1ClickRecommend links on any Site in the Program with or without cause at any time by removing the 1ClickRecommend JavaScript or similar/related programming from Your Sites.
8.7 You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to contact@1ClickRecommend.com. This Agreement will be deemed terminated within ten (6) business days of Park Hill System's receipt of Your notice. Park Hill Systems may investigate any activity that may violate this Agreement.
8.8 Park Hill Systems may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason.
8.9 Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 21 through 23 and 15 through 17 shall survive termination.
9. Your passwords and account security
9.1 If you register and/or set up an account on the Website, you will be solely responsible for maintaining the confidentiality of your Registration Information.
9.2 You agree and understand that you are solely responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
9.3 Accordingly, you agree that you will be solely responsible to Park Hill Systems for all activities that occur under your account.
9.4 If you become aware of any unauthorized use of your password or of your account, you agree to notify Park Hill Systems immediately at: contact@1clickrecommend.com
9.5 You may not authorize others to use your Registration Information.
9.6 You may not sub-license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without our written approval. Any attempt to do so will be null and void and shall be considered a material breach of this Agreement.
9.7 You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization, or who has access to any computer on which your account resides or is accessible.
9.8 If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your Registration Information), you must promptly change the affected Registration Information by using the appropriate update mechanism on the Website, if available, or notify us at: contact@1clickrecommend.com
10. Privacy and your personal information
10.1 For information about Park Hill System’s data protection practices, please read Park Hill System’s privacy policy at http://www.1clickrecommend.com/documents/privacy.asp This policy explains how Park Hill Systems treats your personal information, and protects your privacy, when you use the Services.
10.2 You agree to the use of your data in accordance with Park Hill System’s privacy policies.
11. Content in the Services
11.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may access through the site or through referrals sent through the Service are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
11.2 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
11.3 You agree that you are solely responsible for (and that Park Hill Systems has no responsibility to you or to any Third Party for) any Content that you transmit using the Services and for the consequences of your actions (including any loss or damage which Park Hill Systems may suffer) by doing so.
11.4 Park Hill Systems may remove any Content and accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Service abuse, please email: contact@ParkHillSystems.com
11.5 You are solely responsible for your interactions with other users of the Site. Park Hill Systems reserves the right, but has no obligation, to monitor disputes between you and other users.
Referrals by Others Are Not Endorsed By Park Hill Systems
11.6 The Services provides users a method to forward the link of other World Wide Web sites or resources to other users. Because Park Hill Systems has no control over such sites and resources you may access thorough these links, and does not pre-screen, investigate, monitor or check for accuracy, appropriateness, or completeness the sites you may access thorough these links, you acknowledge and agree that Park Hill Systems is not responsible / liable for the outcome of your actions or dealings with such external sites or resources, or the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources.
11.7 You further acknowledge and agree that Park Hill Systems shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
11.8 Park Hill Systems does not necessarily endorse, support, sanction, encourage, verify, or agree with the referrals, comments, opinions, or statements in referrals sent to you.
11.9 Any information or material referred online through the Service, including advice and opinions, are the views and responsibility of users from whom the statements and referrals originate and do not necessarily represent the views of Park Hill Systems or its third party service providers.
11.10 You agree that Park Hill Systems and its Third Party service providers are not responsible, and shall have no liability to you, with respect to any information or materials referred by others, including defamatory, offensive or illicit material, even material that violates this Agreement.
12. User Responsibility
12.1 Because the service merely provides a method to forward the URL of a Website or Webpage to others, these URLs do not represent the advice, views, opinions or beliefs of Park Hill Systems, and Park Hill Systems makes no claim of accuracy of any user-posted material. The websites' content, business practices and privacy policies that you access thought referrals you receive, are not under our control, and we are not responsible for the content of any website or any link contained in a linked website you may access through referrals. The link in a referral does not imply any endorsement by or any affiliation with the service. In accessing the Site and Services, or following links to third-party websites through referrals you may be exposed to content that you consider offensive or inappropriate. You agree that your only recourse is to stop using the Site and Services.
12.2 The Site contains, and you may be sent through the Site or the Service links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not pre-screened, investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
12.3 By forwarding a URL, you are granting permission to us and others to access and use it in connection with the Services,
the Site and otherwise in connection with our business.
12.4 1ClickRecommend is explicitly not responsible for the manner or circumstances by which your contacts access or use public content and is under no obligation to disable or otherwise restrict this access.
13. Use of 1ClickRecommend Links by Publishers
13.1 Participation in the Program is subject to Park Hill Systems prior approval and your continued compliance with the Terms, and other policies that may be provided from time to time.
13.2 Park Hill Systems reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.
13.3 By enrolling in the Program, You represent that You are at least 18 years of age and agree that Park Hill Systems may provide viewers a method to forward the URL of your Website or Web page, in connection with the Web site(s) that You designate.
13.4 Park Hill Systems may terminate or suspend any and all Services and your Park Hill Systems account immediately, without prior notice or liability, if you breach any of the Terms, are found to be in violation the 1ClickRecommend Program Policies or if Multiple accounts are held by the same individual or entity unless expressly authorized in writing by Park Hill Systems (including by electronic mail).
13.5 Subject to the Terms of these Terms, Third Party Sites that meet the requirements set forth below may place a 1ClickRecommend Link (as described below), in the form approved by Company, on pages of their web sites to facilitate use of the 1ClickRecommend Service.
13.6 A Third Party Site that posts a 1ClickRecommend Link on its web site is referred to herein as a "Publisher" and shall abide and be subject to the applicable sections of these Terms. A "1ClickRecommend Link" is a button and/or a text link appearing on a Publisher's web page that, upon being clicked by a user, enables us to launch a sharing mechanism through which users can share with others the link of that Web page.
13.7 In the event that the 1ClickRecommend Link is a button that contains any icons or other graphic images, trademarks or other proprietary materials of the Company, Publisher is granted permission to use such images, trademarks or other materials solely for the purpose of placing the 1ClickRecommend Link on Publisher's site and solely in the current form provided by the Company.
13.8 In the event that the 1ClickRecommend Link is a text link, it must include the words "1ClickRecommend" as part of the link. The rights granted in this paragraph may be revoked by Company at any time with or without cause in its sole discretion, and upon such termination, Online Content Provider agrees to immediately remove all 1ClickRecommend Links from its site.
13.9 In order for a Publisher to include a 1ClickRecommend Link on its pages, the Third Party Site must not contain any web content that if shared or posted by a user would be a violation of the user conduct rules set forth in these Terms.
13.10 Without limiting the forgoing, Publisher agrees not to post a 1ClickRecommend Links on any web site that contains, and represents and warrants that such web site does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose Company or its users to any harm or liability of any type.
13.11 Upon including of a 1ClickRecommend Link, Publisher agrees to defend, indemnify and hold the Park Hill Systems, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with such 1ClickRecommend Link, any links, content or other items or materials which may be shared or posted through such 1ClickRecommend Link, or any breach or alleged breach of the foregoing representations and warranties.
13.12 By including a 1ClickRecommend Link, Publisher automatically grants, and represents and warrants that it has the right to grant, to Park Hill Systems an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the 1ClickRecommend Service in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and other materials of any kind residing on any web pages on which Publisher places the 1ClickRecommend Link.
13.13 By including a 1ClickRecommend Link, Publisher automatically grants permission to a viewer to forward or refer the URL of the Website or Web page on which the 1ClickRecommend is included, along with a text comment that the viewer thinks is fit. If you do wish a viewer to refer or forward the URL of your Web Site or Web page, you must not place any links on your Web Site or Web Pages, or must remove all 1ClickRecommend links and the 1ClickRecommend program from your Web Site and Web Pages.
13.14 You agree to comply with the specifications provided by Park Hill Systems from time to time to enable proper delivery, display, tracking, and reporting of Referrals and usage in connection with Your Site(s), including without limitation by not modifying the JavaScript or other programming provided to You by Park Hill Systems in any way, unless expressly authorized in writing by Park Hill Systems (including by electronic mail).
13.15 You are solely responsible for the Site(s), including all content and materials, maintenance and operation thereof, the proper implementation of Park Hill System's specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. Park Hill Systems 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 complete any Referral Event, or any engagement in any activity prohibited by this Agreement. Park Hill Systems is not responsible for anything related to Your Site(s), including without limitation the receipt of queries from end users of Your Site(s) or the transmission of data between Your Site(s) and Park Hill Systems. In addition, Park Hill Systems shall not be obligated to provide notice to You in the event that Referral Buttons or Links are not being displayed properly to, or Referral Event is not being completed properly by end users of the Site(s).
13.16 Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Park Hill Systems to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (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 (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site 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.
14. Program Policies
14.1 Prohibited Uses.
a) you shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate referrals, Referral Events, or clicks on any Referral Button or Link through any automated, deceptive, fraudulent or other invalid means, 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 unauthorized use of other search engine optimization services and/or software;
b) you shall not edit, modify, filter or change the order of the information contained in any Referral Button or Referral Link, or edit, obscure or minimize any Referral Button or Referral Link in any way;
c) you shall not redirect an end user away from the designated Referral Page or Login Page; provide a version of the Referral Page or Login Page that is different from the page an end user would access by going directly to the Referral Page or Login Page; intersperse any content between the Referral Button or Referral Link and the Referral Page; or otherwise provide anything other than a direct link from the Referral Button to the Referral Page;
d) you shall not display any Referral Button(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;
e) you shall not directly or indirectly access, launch, and/or activate the Referral window through or from, or otherwise incorporate the Referral Buttons in, any software application, Web site, or other means other than Your Site(s);
f) you shall not "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Referral Events, or any part, copy, or derivative thereto;
g) you shall not act in any way that violates any Program Policies in this document, as may be revised from time to time, or any other agreement between You and Park Hill Systems (including without limitation the Park Hill Systems Program Policies), or engage in any action or practice that reflects poorly on Park Hill Systems or otherwise disparages or devalues Park Hill System’s reputation or goodwill.
h) you acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
14.2. Prohibited Actions
In addition to the Terms and Prohibited Uses you may not:
a) use any method that artificially generates referrals through 1ClickRecommend. These prohibited methods include but are not limited to using robots, automated click and referral generating tools, third-party tools & services that generate clicks or referrals, click-exchange programs, or any deceptive software.
b) encourage users to click the 1ClickRecommend links by using phrases including but not limited to "help us", "support us", "refer us," or other similar language.
c) compel users to click the 1ClickRecommend links.
d) trick or mislead users into clicking a 1clickrecommend link by methods including but not limited to masking the 1clickrecommend link text with misleading text or using misleading buttons other than those available on the web site, or launch the referral window on page load, or page exit.
e) compensate users or promise compensation to a third party for referring your sites.
f) run any schemes or programs that include but are not limited to ones that compensate users for referring your sites, compensate users for visiting your sites through referrals or compensate users for users that visit your sites through referrals they make.
g) use the 1ClickRecommned service on sites that contain Violent content, racial intolerance, or advocacy against any individual, group, or organization, Pornography, adult, or mature content, Hacking/cracking content, Illicit drugs and drug paraphernalia, excessive profanity, gambling or casino-related content, sales or promotion of weapons or ammunition, sales or promotion of beer or hard alcohol, sales or promotion of tobacco or tobacco-related products, sales or promotion of prescription drugs, sales or promotion of products that are replicas or imitations of designer goods, any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others.
h) use the 1ClickRecommned service on sites or web pages with content protected by copyright law unless they have the necessary legal rights to display that content.
i) alter the 1ClickRecommend code, manipulated the behavior or process in any way that is not explicitly permitted by Park Hill Systems.
j) install the 1ClickRecommend code directly into WebPages or use any other method other than specified on the site or alter any portion of the code
k) integrated the 1ClickRecommend code into a software application
l) modify the code to redirect users to unwanted, fake websites / logins, or modify browser settings, or otherwise interfere with the normal 1ClickRecommend process.
m) solicit email addresses or other information from users in conjunction with referrals.
15. Proprietary rights
15.1 You acknowledge and agree that Park Hill Systems (or Park Hill System’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Park Hill Systems and that you shall not disclose such information without Park Hill System’s prior written consent.
15.2 Unless you have agreed otherwise in writing with Park Hill Systems, nothing in the Terms gives you a right to use any of Park Hill System’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
15.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Park Hill Systems, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Park Hill System’s brand feature use guidelines as released and updated from time to time. These guidelines can be viewed online at the 1ClickRecommend site (or such other URL as Park Hill Systems may provide for this purpose from time to time).
15.4 Other than the limited license set forth in Section 16, Park Hill Systems acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Park Hill Systems, you agree that you are responsible for protecting and enforcing those rights and that Park Hill Systems has no obligation to do so on your behalf.
15.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
15.6 Unless you have been expressly authorized to do so in writing by Park Hill Systems, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
16. Proprietary Rights in Site Content; Limited License
16.1 All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved.
16.2 No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site.
16.3 Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact.
16.4 Such license is subject to these Terms and does not include use of any data mining, robots or similar data gathering or extraction methods.
16.5 Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Park Hill Systems, is strictly prohibited and will terminate the license granted herein.
16.6 Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
16.7 This license is revocable at any time without notice and with or without cause.
16.8 You acknowledge that Park Hill Systems owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Park Hill System's referral technology, and Brand Features, and excluding items licensed by Park Hill Systems from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement.
16.9 You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Park Hill Systems services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
16.10 You will not remove, obscure, or alter Park Hill System's copyright notices, or other proprietary rights notices affixed to or contained within any Park Hill Systems services, software, or documentation. "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.
17. License from Park Hill Systems
17.1 Park Hill Systems gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the Service provided to you by Park Hill Systems as part of the Services as provided to you by Park Hill Systems. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Park Hill Systems, in the manner permitted by the Terms.
17.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Park Hill Systems, in writing.
17.3 Unless Park Hill Systems has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
18. Content licence from you
18.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give Park Hill Systems a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This licence is for the sole purpose of enabling Park Hill Systems to display, distribute and promote the Services and may be revoked for certain Services as defined in the Terms.
18.2 You agree that this licence includes a right for Park Hill Systems to make such Content available to other companies, organizations or individuals with whom Park Hill Systems has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
18.3 You understand that Park Hill Systems, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Park Hill Systems to take these actions.
18.4 You confirm and warrant to Park Hill Systems that you have all the rights, power and authority necessary to grant the above licence.
19. Software updates
19.1 The Services which you use may require to be updated from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Park Hill Systems to deliver these to you) as part of your use of the Services.
20. Ending your relationship with Park Hill Systems
20.1 The Terms will continue to apply until terminated by either you or Park Hill Systems as set out below.
20.2 If you want to terminate your legal agreement with Park Hill Systems, you may do so by (a) notifying Park Hill Systems at any time and (b) closing your accounts for all of the Services which you use, where Park Hill Systems has made this option available to you. Your notice should be sent, in writing, to Park Hill System’s address which is set out at the beginning of these Terms.
20.3 Park Hill Systems may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Park Hill Systems is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Park Hill Systems offered the Services to you has terminated its relationship with Park Hill Systems or ceased to offer the Services to you; or
(D) Park Hill Systems is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) The provision of the Services to you by Park Hill Systems is, in Park Hill System’s opinion, no longer commercially viable.
20.4 Nothing in this Section shall affect Park Hill System’s rights regarding provision of Services under Section 4 of the Terms.
20.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Park Hill Systems have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 31.1 shall continue to apply to such rights, obligations and liabilities indefinitely.
20.6 Park Hill Systems Services are for personal, non-commercial usage. Park Hill Systems reserves the right to immediately disconnect or modify a user's Service if Park Hill Systems determines, in its sole discretion that a user's use of the Service is, or at any time was, inconsistent with normal personal, non-commercial usage patterns.
20.7 Any free services provided by of Park Hill Systems that involve creating a unique account are personal to the user and a user is only allowed one free Park Hill Systems account. If Park Hill Systems determines, in its sole discretion, that multiple free accounts have been created by a single user, Park Hill Systems reserves the right to immediately disconnect or modify any or all of a user's accounts.
20.8 To maintain or improve the Services, to prevent fraud, or for any other reason determined by Park Hill Systems, its sole discretion, Park Hill Systems may restrict, suspend, terminate or modify a user's service with or without notice.
20.9 Upon any termination in accordance with the foregoing, Park Hill Systems may immediately deactivate or delete a user's account and all related information in your account and/or bar any further access to such information, or the Services.
20.10 Park Hill Systems shall not be liable to you or any third party for any reason for terminating this Agreement or access to Services or for modifying this Agreement and/or the Services.
21. NO WARRANTIES / EXCLUSION OF WARRANTIES
21.1 YOU ACKNOWLEDGE THAT YOU ARE USING THE WEBSITE AT YOUR OWN RISK. THE WEBSITE IS PROVIDED "AS IS" AND “AS AVAILABLE”, AND THE PARK HILL SYSTEMS, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF PERFORMANCE, RESULTS, ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION, INTEROPERATABILTY OR QUITE ENJOYMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE WEBSITE. PARK HILL SYSTEMS, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE WEBSITE.
21.2 Park Hill Systems makes no guarantee regarding the level of Referrals, the timing of delivery of such Referrals or the completion of Referral Events under this Agreement.
21.3 IN PARTICULAR, PARK HILL SYSTEMS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(A) YOUR USE OF THE SERVICES WILL MEET YOUR EXPECTATIONS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
(E) SIGNING UP OR USING THE SERVICE ON YOUR WEB SITE WILL INCREASE TRAFFIC TO YOUR WEB SITES OR INCREASE THE POPULARITY OF YOUR WEB SITES OR INCREASE THE NUMBER OF VISITORS TO YOUR SITES OR BENEFIT YOUR WEB SITES IN ANY WAY.
(F) SIGNING UP OR USING THE SERVICES WILL RESULT IN A BETTER ONLINE EXPERIENCE OR HELP YOU DISCOVER THINGS OR ENRICH YOUR BROWSING EXPERIENCE OR BENEFIT YOU IN ANY WAY.
22.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
21.5 PARK HILL SYSTEMS DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND PARK HILL SYSTEMS WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY.
21.6 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARK HILL SYSTEMS, IT'S EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
21.7 You acknowledge that Park Hill Systems has no control over, and no duty to take any action regarding: which users gain access to the Site or use the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Park Hill Systems from all liability for you having acquired or not acquired Content through the Site or the Services. The Site or Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Park Hill Systems makes no representations concerning any content contained in or accessed through the Site or Services, and Park Hill Systems will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed.
21.8 You understand and agree that you use the Site and Services and sites and services accesses through the referrals at your own discretion and risk and that you will be solely responsible for any damages that arise from such use. UNDER NO CIRCUMSTANCES SHALL PARK HILL SYSTEMS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, DAMAGES INCURRED THROUGH ANY LINKS PROVIDED ON THE SITE AND THE NONPERFORMANCE THEREOF AND DAMAGES RESULTING FROM LOSS OF USE, SALES, DATA, GOODWILL OR PROFITS, WHETHER OR NOT 1CLICKRECOMMEND HAS BEEN ADVISED OF SUCH POSSIBILITY. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THIS SITE OR SERVICES OR WITH 1CLICKRECOMMEND SHALL BE TO TERMINATE USE OF THIS SITE AND SERVICES.
21.9 PARK HILL SYSTEMS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
22. LIMITATION OF LIABILITY; FORCE MAJEURE
22.1 UNDER NO CIRCUMSTANCES SHALL PARK HILL SYSTEMS, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE ,CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, DAMAGES INCURRED THROUGH ANY LINKS PROVIDED ON THE SITE OR LINKS IN REFERRALS SENT THROUGH THE SITE, THE SALE OR PURCHASE OF ANY GOODS OR MERCHANDISE FROM THESE SITES, AND THE NONPERFORMANCE THEREOF, VIRUSES OBTAINED FROM THESE SITES, AND DAMAGES RESULTING FROM LOSS OF USE, SALES, DATA, GOODWILL OR PROFITS, WHETHER OR NOT PARK HILL SYSTEMS HAS BEEN ADVISED OF SUCH POSSIBILITY. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THIS SITE OR SERVICES OR WITH PARK HILL SYSTEMS SHALL BE TO TERMINATE USE OF THIS SITE AND SERVICES.
22.2 PARK HILL SYSTEMS shall NOT BE liablE for any failure or delay resulting from any condition beyond the reasonable control of Park Hill systems or any of its third party service providers, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
22.3 YOU HEREBY AGREE TO RELEASE PARK HILL SYSTEMS, ITS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS SITE OR SITES YOU MAY ACCESS THROUGH LINKS IN REFERRALS.
22.4 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 21.1, 21.2, 21.3 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARK HILL SYSTEMS, OR ITS DIRECTORS, EMPLOYEES OR AGENTS ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED THROUGH REFERRALS SENT THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
(C) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(D) ANY LOSS OR DAMAGE IN ANY WAY OR ANY KIND WHATSOEVER, WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY SITES YOU ACCESS THROUGH LINKS IN THE REFERRALS, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES) DUE TO ANY REASONS WHATSOEVER.
(III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES) AS A RESULT OF FAILURE, DISRUPTION OR PERMANENT OR TEMPORARY CESSATION IN THE SERVICES OF PROVIDERS WE RELY ON TO PROVIDE YOU OUR SERVICES, DUE TO ANY REASONS WHATSOEVER.
(II) ANY CHANGES WHICH PARK HILL SYSTEMS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) A VIEWER BEING UNABLE TO REFER YOUR SITE OR WEB PAGE TO OTHERS, OR YOU BEING UNABLE TO REFER YOUR SITE OR WEB PAGE TO OTHERS, AS A RESULT OF ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES) DUE TO ANY REASONS WHATSOEVER.
(IV) YOU BEING UNABLE TO REFER A WEB SITE OR WEB PAGE TO OTHERS, OR YOU BEING UNABLE TO RECEIVE REFERRALS SENT TO YOU BY OTHERS, AS A RESULT OF ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES) DUE TO ANY REASONS WHATSOEVER.
(V) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(VI) YOUR FAILURE TO PROVIDE PARK HILL SYSTEMS WITH ACCURATE ACCOUNT INFORMATION;
(VII) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
22.5 THE LIMITATIONS ON PARK HILL SYSTEM’S LIABILITY TO YOU IN PARAGRAPH 22.4 ABOVE SHALL APPLY WHETHER OR NOT PARK HILL SYSTEMS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
22.6 The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or other REFERRED through the Site or in connection with the Service, whether referred or caused by users of the Site, by Park Hill systems, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and referrals, we do not control and are not responsible for what users REFER, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.
22.7 The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Park Hill systems assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.
22.8 The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.
23. YOUR OBLIGATION TO INDEMNIFICATION.
23.1 You represent and warrant that (a) all of the information provided by You to Park Hill Systems to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (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 (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder.
23.2 You further represent and warrant that each Site 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.
23.3 You agree to indemnify and hold harmless Park Hill Systems, its parents, subsidiaries, affiliates, customers, vendors, officers and employees, directors, agents, partners, 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, or related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement, or from any negligent acts, omissions or willful misconduct by you, your use of the Services and/or any breach of the Terms of this Agreement by you or any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of the Terms by you, or the infringement by you, or any third party using your account or Park Hill Systems User ID, of any intellectual property or other right of any person or entity. arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the 1ClickRecommend Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.
24. INTERNATIONAL USE
24.1 Park Hill Systems makes no representation that materials on its web site(s) are appropriate or available for use in locations outside India, and accessing them from territories where their contents are illegal is prohibited. You agree to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to India or the country in which you reside.
25. Advertisements
25.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
25.2 The manner, mode and extent of advertising by Park Hill Systems on the Services are subject to change without specific notice to you.
25.3 In consideration for Park Hill Systems granting you access to and use of the Services, you agree that Park Hill Systems may place such advertising on the Services.
26. Other content
26.1 The Services may include hyperlinks to other web sites or content or resources, other than those in referrals. Park Hill Systems may have no control over any web sites or resources which are provided by companies or persons other than Park Hill Systems.
26.2 You acknowledge and agree that Park Hill Systems is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
26.3 You acknowledge and agree that Park Hill Systems is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
27. Changes to the Terms
27.1 Park Hill Systems reserves the right to change the Terms of this Agreement from time to time. When these changes are made, Park Hill Systems will make a new copy of the Terms available at http://www.1clickrecommend.com/documents/terms.asp
27.2 You understand and agree that if you use the Services after the date on which the Terms have changed, Park Hill Systems will treat your use as acceptance of the updated Terms. Use of the Services signifies your agreement to all terms, conditions and notices contained or referenced herein. Continued use of any part of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, and all changes shall thereupon become binding upon you.
27.3 If you do not agree to the changes, you shall immediately cease all use of the Services.
28. General legal terms
28.1 As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by Park Hill Systems.
28.2 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
28.3 The Terms constitute the whole legal agreement between you and Park Hill Systems and govern your use of the Services (but excluding any services which Park Hill Systems may provide to you under a separate written agreement), and completely replace any prior agreements between you and Park Hill Systems in relation to the Services.
28.4 You agree that Park Hill Systems may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
28.5 You agree that if Park Hill Systems does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Park Hill Systems has the benefit of under any applicable law), this will not be taken to be a formal waiver of Park Hill System’s rights and that those rights or remedies will still be available to Park Hill Systems.
28.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
28.7 You acknowledge and agree that each member of the group of companies of which Park Hill Systems is or will be the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
28.8 The Terms, and your relationship with Park Hill Systems under the Terms, shall be governed by the laws of India without regard to its conflict of laws provisions. You and Park Hill Systems agree to submit to the exclusive jurisdiction of the courts located within Mangalore, Karnataka, India to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Park Hill Systems shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
28.9 You shall be solely liable for any referrals sent through the Service. Park Hill Systems has no control over the content of any transmission nor will it be liable for such content.
28.10 You shall not use the Services to create or distribute any images, sounds, messages or other materials, which are obscene, harassing, racist, malicious, fraudulent infringing or libelous, nor use the Services for any activity that may be considered or are unethical, immoral, violative of any third party's rights, or illegal.
28.11 Further, You will abide by all rules, regulations, procedures and policies of Park Hill Systems and any policies of the networks connected to the Services.
28.12 You agree to abide by all applicable local, state, national, foreign and international laws and regulations and are solely responsible for all acts or omissions that occur under your account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, You agree not to: a) use the Service in connection with chain letters, junk email, voice mail, faxes, spamming or any duplicative or unsolicited messages (commercial or otherwise); b) harvest or otherwise collect information about others, including email addresses, without their consent; c) create a false identity or forged email address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; d) transmit through the Service unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature; e) transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; f) transmit any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; g) violate any local or foreign law regarding the transmission of technical data or software exported through the Service; h) interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; i) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; j) Interfere with another member's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
28.13 You shall not transfer or assign this Agreement or your rights under this Agreement. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives.
28.14 The failure of Park Hill Systems to exercise its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. The provisions of this Agreement relating to intellectual property ownership, restrictions on use or disclosure of the Services, disclaimers of warranties, limitations of liability and indemnification shall survive termination or expiration of this Agreement for any reason.
28.15 The section titles and numbering in this Agreement are for convenience only and have no legal or contractual effect.
29. USER CONDUCT
29.1 You understand that the Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
29.2 In addition you agree not to use the Service or the Site to 1) to abuse, harass, threaten, impersonate or intimidate other 1ClickRecommend Systems users; 2) to post or transmit, or cause to be posted or transmitted, any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party; 3) for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content; 4) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Park Hill Systems user; 5) to create or submit unwanted referrals to any other Park Hill Systems users; 6) to violate any laws in your jurisdiction (including but not limited to copyright laws); 7) to refer URLs linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content; 8) with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site; 9) with the intention of artificially inflating or altering the 'Park Hill Systems count', blog count, comments, or any other Park Hill Systems service, including by way of creating separate user accounts for the purpose of artificially altering Park Hill System’s services; giving or receiving money or other remuneration in exchange for referrals; or participating in any other organized effort that in any way artificially alters the results of Park Hill System’s services; 10) to advertise to, or solicit, any user to buy or sell any products or services. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; 11) attempt to impersonate another user or person; 12) sell or otherwise transfer your profile. 13) harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; 14) use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site; 15) use automated scripts to collect information from or otherwise interact with the Service or the Site; 16) refer, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; 18) register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity; 19) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; 20) refer, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; 21) refer, post, transmit, share, store or otherwise make publicly available on or through the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; 22) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes; 23) refer, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 24) intimidate or harass another; 25) refer, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; 26) use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site. 27) refer, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.
30. Repeat Infringer Policy
30.1 We reserve the right to terminate, in appropriate circumstances and at Company's sole discretion, members who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
31. Governing Law; Venue and Jurisdiction
31.1 By visiting or using the Site and/or the Service, you agree that the laws of the State of Karnataka, India, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts of Mangalore, India, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the courts of Mangalore, India.
32. Submissions
32.1 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
33. Trademarks
33.1 PARK HILL SYSTEMS, 1CLICKRECOMMEND, and other Park Hill Systems graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Park Hill Systems. Park Hill System’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available in the Park Hill Systems site may be used by partner and third party sites in connection with providing appropriate "1ClickRecommend" links to the Park Hill Systems site.
March 24, 2008