Advertising Agreement

Thank you for choosing MyTurf.

Please read this agreement carefully. It’s a contract that governs your use of any MyTurf.com services. By using or accessing the service, you (CUSTOMER) confirm that you agree to these terms. If you don’t agree, don’t use the service. Thanks.

1. MYTURF WILL NOT ACCEPT THE FOLLOWING TYPES OF ADS:

That advertises for palm readers, psychics or hypnotists.
That advertises chain letters.
That advertises massage parlors or escort services.
That advertises 23 channel C.B.’s (which are against federal law).
That advertises used mattresses or bedding (against federal law).
That are sexual, obscene, or pornographic in nature.
That advertises 900 numbers without the cost per minute and minimum charge listed.
That advertises for cigarettes, beer or liquor.
That advertises chat lines or dating services
That advertises credit cards, personal loans or mortgages that include practices that are against federal and/or state law.
Advertisements cannot mislead the user. For example, they may not mimic or resemble Windows/Mac/Unix dialogue boxes, error messages, or the like.
Advertisements cannot contain graphics that simulate interactivity (i.e., drop down menus, search boxes, etc.) without that functionality actually existing. NO fake or simulated HTML interactivity.
Advertisements that mimic news headlines in design, tone, 3rd person sentence structure, or topic must clearly be labeled as “Advertisement”.
All advertisements will be reviewed by MyTurf and are subject to approval by MyTurf before placement on the network.
The sponsor of any advertising message appearing on the U.S. Properties is clearly identified either on the ad itself or, if the ad is smaller than an 88×31 button, on the resulting first level jump page.

2. Disclaimer and Limitation of Liability:

CUSTOMER acknowledges that as an Application Service Provider (ASP), MYTURF has no control over the CUSTOMER’s content or reliability of the information, or the product or service delivered by the CUSTOMER over the Internet the through MYTURF’s equipment. CUSTOMER shall at all times defend, indemnify and hold harmless MYTURF and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of CUSTOMER’s advertisements served by MYTURF pursuant to this Agreement and/or any materials to which users can link through those advertisements. CUSTOMER acknowledges that Internet access may be temporarily unavailable at times due to scheduled or unscheduled maintenance, and due to other reasons within and outside of MYTURF’s reasonable control.

3. UNDER NO CIRCUMSTANCES SHALL MYTURF BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. NOTWITHSTANDING THE ABOVE, IN THE EVENT THAT MYTURF IS FOUND LIABLE TO CUSTOMER FOR ANY DAMAGES, SUCH DAMAGES SHALL NOT EXCEED A SUM EQUAL TO THE AMOUNTS THAT CUSTOMER HAS PAID TO MYTURF AS OF THE DATE THAT LIABILITY INCURRED. IN NO EVENT SHALL MYTURF BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO MYTURF. MYTURF WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.

4. CUSTOMER Responsibilities:

A. CUSTOMER Account Usage. CUSTOMER shall be responsible for protecting all account passwords and for any authorized or unauthorized use made of CUSTOMER’s account. CUSTOMER agrees and promises that:

(i) CUSTOMER will comply with all applicable federal and state laws, rules, and regulations in and for the use of MYTURF’s services as well as to comply with the rules of any network to which CUSTOMER may gain access using MYTURF’s services;

(ii) CUSTOMER represents and warrants that it shall not transmit or make available over the Internet any products, information, or other materials that are illegal, obscene, libelous, tortuous, or that violate any third party intellectual property or other rights, or that is likely to result in action against MYTURF and/or its other CUSTOMERs; and

B. CUSTOMER HEREBY INDEMNIFIES AND HOLDS MYTURF, ITS OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY AND ALL LIABILITY, COSTS, OR FINES AS DESCRIBED HEREIN THIS AGREEMENT, INCLUDING ATTORNEY’S FEES, THIRD PARTY COSTS, FINES BY THE STATE (PUC) OR FEDERAL (FCC) AUTHORITIES THAT ARISE FROM ANY BREACH BY CUSTOMER OF ANY OF THE PROVISIONS OF THIS AGREEMENT, SPECIFICALLY INCLUDING CUSTOMER’S REPRESENTATIONS, STATEMENTS, AND PROMISES FOUND IN PARAGRAPH 3 OF THIS AGREEMENT (Disclaimer and Limitation of Liability).

5. Term:

The Minimum Term of this Agreement unless otherwise specified shall be one year. The Minimum Term of the Agreement shall be automatically renewed at the conclusion of the Minimum Term, unless CUSTOMER cancels this Agreement by written notice or other confirmed communication means. The Minimum Term of this Agreement shall commence upon the Date of Sale of Advertising Services (the date that CUSTOMER is either invoice or the advertisement is first published in the MYTURF’s Network, whichever is first). Any other term perio d specified hereto shall be for a single term of that length of time.

6. Refunds:

There are no refunds. All payments to MYTURF are non-refundable.

7. Termination:

This Agreement may be terminated by either party for any reason, upon thirty (30) days prior written notice on company letterhead via certified or overnight mail, subject to the terms and conditions set forth herein and paragraph 4. Notice for termination or cancellation of Services shall be effective as if received at the end of any 30-day period (the end of the month). MYTURF shall have the right to terminate this Agreement immediately and without notice in the event that CUSTOMER is found by an independent third party or governmental authority to be engaging in any unlawful, tortuous, or other activities, or any activities for which MYTURF or its CUSTOMERs, may be held liable or which causes or threatens to cause any damage to MYTURF’s business, reputation, CUSTOMERs, suppliers, vendors, or any other person or entity. If MYTURF terminates CUSTOMER pursuant to a finding or judgment by an independent third party or a governmental authority, then CUSTOMER shall pay all sums due under the full term of this service agreement to MYTURF within fifteen (15) days of Termination.

8. Privacy / Assignment / Force Majeure / Notice:

MYTURF does not presently sell or distribute private information regarding its customers to any third party, and uses all such information solely to the extent required to administer the CUSTOMER’s account. CUSTOMER is apprised that MYTURF’s privacy policies may change from time to time, and accordingly, CUSTOMER should regularly check MYTURF’s website for any updated privacy policies. CUSTOMER shall not assign any of its right or obligations under this Agreement to any third party without MYTURF’s prior written approval. MYTURF shall have the right to assign its rights and obligations hereunder. MYTURF shall not be responsible for delays in, or failure to make delivery due to: (1) causes beyond its reasonable control, or (2) acts of CUSTOMER, (3) acts of civil or military unrest, strikes, labor disputes, earthquakes, epidemics, war, riot delays in transportation or (4) any other commercial impracticability. In such event, MYTURF may, but shall be under no obligation to, purchase or supply services or products other than from its regular sources.

9. Miscellaneous:

No Joint Venture: Nothing herein shall be construed to constitute a partnership or joint venture between MYTURF and CUSTOMER, and neither party shall become bound by a representation, act or omission of the other. Waiver: A waiver by either party of any breach or default by the other hereunder in any instance shall not be deemed or construed to be a waiver of the same or any other breach or default hereunder. Amendments and Integration: No modification or amendment of this Agreement shall be binding unless in writing signed by the party to be charged. This Agreement sets forth the entire understanding of the parties, and supersedes all prior oral or written agreements between them regarding the subject matter of this Agreement. Conflict and Severability: If any conflict exists between any provision of this Agreement and any statute, law or ordinance, the latter shall prevail. Any term of the Agreement that is or deemed unlawful, shall be ineffective only to the extent of such invalidity without rendering invalid the remaining terms of the Agreement. Governing Law and Jurisdiction: This Agreement shall be construed in accordance with the laws of the State of Texas, without regard to conflict of laws provisions. The parties agree that all claims relating to or arising from this Agreement shall be brought and heard exclusively in the appropriate State of Federal Court sitting in the County of Travis, and each party consents to the exclusive venue of such court. Attorneys’ Fees and Costs: In the event that one of the parties to this Agreement files a claim against the other relating or arising from this Agreement, or otherwise submits such claim for alternative dispute resolution with the other’s consent, the prevailing party (as determined by the Court or mediator/arbitrator) shall be entitled to recover all of its reasonable attorneys’ fees and costs incurred in connection with the dispute.
 

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