User Agreement

Terms of Use

By using this site, you (“User”) agree to be bound by the following:

1. User agrees to utilize this site in accordance with the terms and conditions as set forth by eComSystems, Inc. (“Licensor”), including those in the Licensing Agreement, those provided herein and those posted on the website through which the AdStudio System (“System”) and all related services are accessed.

2. Upon agreement to the terms of this User Agreement, User is granted a limited, non-transferable, non-exclusive sublicense to access and use the System as set forth herein for the term of this User Agreement. All right, title, and interest in the System shall remain with Licensor. The license granted herein is not a sale of the System or any portion thereof and conveys neither title to, nor ownership of, the System or any Object Code or source code for the System (or any enhancements, upgrades or customization thereto) to User. Neither User, nor its employees nor its agents shall transfer, assign, rent, or convey this license or the System, or any interest therein, to any third party, or permit the copying, modification, display, disclosure, or printing of the System under any circumstances.

3. Ad Content. User represents and warrants that it has the right to submit (if applicable) the ad content provided herein for the intended use, and that User’s receipt and retention of the ad content, and the manipulation, transfer, and other actions upon the ad content performed by User, Licensor, or others through the System, will not violate the copyright, trademark, or other intellectual property or proprietary interests of a third party.

4. Access Codes. All Users of the System must be legally bound by License Agreement, to the terms of the User Agreement or must otherwise separately agree to the User Agreement terms. User is responsible for the proper acquisition, use, and security of access codes granted in accordance with this User Agreement. User agrees that it is not to allow third parties or other unauthorized users to use access codes and that it will not seek to acquire additional access codes through deception or misrepresentation regarding the nature of the corporate or employment relationship of any entities or persons to User.

5. Proprietary Nature of System and Licensor’s Intellectual Property. User acknowledges that the System and the associated website and materials are subject to know-how and intellectual property interest including but not limited to those pertaining to patents, copyrights, trade secrets, confidential business information, trademarks, service marks, trade dress, logos, and trade names, all developed at substantial expense by Licensor, and that the System is subject to U.S. Patent No’s. 7,315,983, 7,665,105, 7,673,237, 7,698,719, 7,707,081, 7,774,715, 7,890,873, 8,091,031 as well as other US and international patents pending and international copyright law. The aspects and portions of the System that Licensor claims are proprietary include, but are not limited to, the software code that controls the placement of graphic and textual database elements delivered via the Internet to produce advertising media and transfer of such media for final production electronically, and the business model associated therewith (“Licensor’s Proprietary Information”). User agrees that User shall not copy, reverse engineer, decompile, disassemble or modify any portion of the System, or disseminate any of Licensor’s Proprietary Information except as permitted under this Agreement, nor shall User in any manner circumvent Licensor’s ownership of Licensor’s Proprietary Information. User further agrees that User shall not use, copy or reproduce any trademark or service mark owned by Licensor.

6. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE ADSTUDIO SYSTEM IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

7. Additional Disclaimer. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR SUITIBILITY OF AD CONTENT AND RELATED INFORMATION RECEIVED FROM, USED BY, OR CREATED BY USER, AND DISCLAIMS ALL LIABILITY RELATED THERETO, INCLUDING FOR DAMAGES RESULTING FROM USER’S USE OF OR RELIANCE THEREON. IT IS THE USER’S SOLE RESPONSIBILITY TO REVIEW AND APPROVE ALL CONTENT PRODUCED THROUGH THE ADSTUDIO SYSTEM.

8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO USER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), ARISING OUT OF THE USE OR INABILITY TO USE THE ADSTUDIO SYSTEM OR THE PERFORMANCE OF THIS AGREEMENT, WHETHER BASED ON ACTIONS, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTING ONLY DAMAGES OR CLAIMS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LICENSOR.

IN NO EVENT WILL LICENSOR BE LIABLE FOR USER’S USE OF THE ADSTUDIO SYSTEM, RESULTS OF DECISIONS MADE OR ACTIONS TAKEN BASED UPON USE OF THE ADSTUDIO SYSTEM, OR ANY FAILURE TO TAKE ACTION, CLAIMS MADE, PROMOTIONS, PRICING OR OFFERS EXTENDED OR OTHER CONTENT PRODUCED BY USER, OR ANY THIRD PARTY CLAIM MADE AS A RESULT OF USE OF THE ADSTUDIO SYSTEM. LICENSOR IS NOT LIABLE FOR ANY ACTIONS TAKEN OR REPRESENTATIONS MADE BY USER RELATED TO THE ACCURACY, LEGALITY OR QUALITY OF PRODUCTS OR INFORMATION PRODUCED THROUGH THE ADSTUDIO SYSTEM.

LICENSOR IS NOT REPSONSIBLE FOR ERRORS PRODUCED THROUGH THE ADSTUDIO SYSTEM INCLUDING INCORRECT INFORMATION, PRICING OR OTHER CONTENT NOR ANY COSTS INCURRED DUE TO SUCH ERRORS INCLUDING COSTS OF PRINTING, MAILING, DISTRIBUTION, POSTAGE, LOSS OF REVENUE, OR OTHER COSTS.

LICENSOR MAY, WITHOUT LIABILITY, REFUSE TO PRODUCE MATERIALS DEEMED TO BE UNLAWFUL, MISLEADING, OR POTENTIALLY OFFENSIVE IN ANY WAY AT LICENSOR’S SOLE DISCRETION. HOWEVER, LICENSOR HAS NO RESPONSIBILITY OR OBLIGATION TO REVIEW OR SCREEN USER’S MATERIALS.

9. Indemnification. User agrees to and shall indemnify, defend, and hold harmless Licensor, from any and all claims, actions, whether at law or in equity, losses, damages, costs and expenses (including reasonable attorneys’ fees and all costs of defense), whether accrued or paid, arising from or in connection with the performance of User’s obligations hereunder, including the provision of the ad content, any manipulation, reproduction, publication, or other use of the ad content or any derivative work created therefrom and User’s representations and warranty with respect to branding, ad content, and any other or included intellectual property rights and any intellectual property or right of personal infringement claim or claim of misrepresentation, defamation, liable, unfair or deceptive trade practices, or other claim regarding or resulting from the same, and all loss, damage or injury to any person or property occasioned by or arising from the possession, and the operation, use or modification of the System by the employees, agents, independent contractors, guests and invitees of User.

10. No transfer of license. Nothing in this Agreement shall be construed to transfer to the User any right, title or interest or copyright in any Confidential and Proprietary Information, or any license to reverse engineer, decompile, sell, exploit, copy or further develop any such Confidential and Proprietary Information. This Agreement does not in any way bind the parties to enter into a business relationship of any nature. All right, title and interest in and to any inventions and any patents that may be based upon or arise out of the Company’s property or information, including, without limitation, the Confidential and Proprietary Information shall belong to the Company.

11. Applicable Law. This site is created and controlled by eComSystems, Inc. in the State of Florida, USA. As such, the laws of the State of Florida and the county of Sarasota will govern these disclaimers, terms and conditions, without giving effect to any principles of conflicts of law. eComSystems reserves the right to make changes to this site and these disclaimer, terms and conditions at any time.