Terms of Use

These Terms of Use were last modified and are effective as of Wednesday, August 20, 2008

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AND, TOGETHER WITH ALL THE OTHER TERMS AND CONDITIONS REFERRED TO BELOW, FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US REGARDING YOUR USE OF OUR WEBSITE.

IF FOR ANY REASON, YOU ARE UNABLE OR UNWILLING TO AGREE TO ALL OUR TERMS OF USE, PLEASE IMMEDIATELY STOP USING OR ATTEMPTING TO USE OUR WEBSITE, BECAUSE IF YOU CONTINUE, YOU WILL BE AGREEING TO EVERYTHING IN OUR TERMS OF USE.

When you see the word “use" or "using" in connection with our Website or us in these Terms of Use, it means and refers to any time you, directly or indirectly, with or without a device, attempt to or actually do access, interact, utilize, display, view, browse, visit, print or copy, transmit, receive or exchange data, upload, download, post or otherwise submit any message, posting, material or content or you otherwise communicate, including with another user, advertiser or anyone else. We will also consider you to be using our Website if you utilize, benefit from, take advantage of or interact with any feature, function, service, activity, promotion or content in, on or available through our Website, for any purpose. Also, when we use the term “including” it means “including, without limitation” or “including, but not limited to” and construed as inclusive and illustrative and not exclusive or limiting.

“We”, “us” and “our” mean the Interactive Advertising Bureau, Inc. and we may refer to you or any individual that uses our Website as “you” or “your” or a “user.” If we use the term “IAB Entities,” in addition to us, that term means and includes our sponsors, members, affiliates, suppliers, promotional partners, operational service providers, agents and representatives.

When we use the term “Website” we mean all the individual URL or Internet address locations, sites and pages within the IAB.net domain (including all backups, mirror, replacement and substitutes). Unless otherwise noted, when we use the term “Website,” we are including all the content, text, information, images, graphics, postings, files, documents, multimedia materials, software, code, data, logos, brands, service and trademarks, the “look and feel”, as well as the selection and arrangement of items, all copyrightable or otherwise legally protectible items and elements and all of the various features, functions and services in, on or associated with our Website and we will use the term “Content” when we refer to them separately.

These Terms of Use include our Privacy Policy and any other terms we disclose or notify you of when you use or attempt to use our Website (“Additional Terms”) all of which are incorporated by reference and form a part of our Terms of Use for all purposes. To make reading and understanding your agreement with us easier, we will use the expression “Terms of Use” to mean and refer to this document, as well as our Privacy Policy and any Additional Terms that apply to you.

By using our Website you are acknowledging you have read, understand and accept as binding, all of the rights and obligations, terms and conditions in our Terms of Use which constitute the legal agreement you have with us. If you do not agree with, cannot comply with or are unwilling to accept our Terms of Use, please discontinue your use of our Website immediately.

WE CAN CHANGE OUR TERMS OF USE AND WEBSITE

We reserve the right, at any time and from time to time, to add to, delete or modify our Terms of Use, as well as all or any part of our Website. We will post a notice of material changes to our Terms of Use on our Website and if you use our Website after the date we say the changes are effective, it means you are agreeing to be bound by the Terms of Use with all the changes we posted. We encourage you to check back here frequently so you remain aware of the current Terms of Use that apply to you.

YOUR PRIVACY

Your privacy is important to us and our Privacy Policy is incorporated into and part of these Terms of Use. Read it carefully since it describes how we collect and use information we obtain from you.

YOU INDEMNIFY US

By using our Website, you agree to defend any or all of the IAB Entities against any demands, claims or actions arising out of or as a result of your breach or violation of our Terms of Use, including any violations of law and regulation, as well as claims of infringement, misappropriation or violation of the rights of others (“Claim”) and you shall indemnify and hold the IAB Entities harmless from and against any and all losses, damages, costs and expenses, including attorneys’ fees, resulting from any such Claim. We have the right, at any time, to assume the defense against any Claim and all negotiations for settlement and compromise and you agree to cooperate with us in any such defense. When we use the phrase “you will defend and indemnify us” anywhere in our Terms of Use, it means and refers to the foregoing provisions of this section of our Terms of Use.

OWNERSHIP OF CONTENT

You acknowledge and agree that, except as otherwise noted in our Terms of Use, all Content is and shall remain the exclusive property of the IAB Entities and if you use any Content in violation of our Terms of Use, any other party’s rights, or any laws or regulations, including laws relating to the protection of intellectual property, you may be subject to civil liability, criminal prosecution or both under the laws and regulations of the United States, as well as any other state, national, provincial or other laws, regulations and treaties that may apply.

Content that is yours, remains yours and neither our Terms of Use, nor your use of our Website is intended to deprive you or anyone of any existing rights to Content. By submitting Content to us (by Posting or otherwise), you are (i) giving us a non-exclusive, irrevocable, unconditional, transferable, perpetual, worldwide, royalty free license and right to use, display, reproduce, perform, adapt, translate, modify, create derivative works from, publish, distribute, disseminate and broadcast that Content without accounting to you or notifying you in any way and (ii) representing to us you have the right to submit the Content and grant the rights and license described above. If anyone else has or may have rights to the Content you are submitting, it is your responsibility to find out and obtain whatever agreements, licenses and rights you need from them to do so, because if and when you submit Content to us, you will be solely responsible and liable and you will defend and indemnify us (See the Section entitled “You Will Indemnify Us”).

Except for your Content as described above, you are granted a limited license and right to use Content solely for your personal, non-commercial use, including research, constructive criticism and commentary, but under no circumstances, directly or indirectly, for any commercial purpose. You may not alter, delete or conceal any notices or legends on our Website or Content and you may not circumvent any protective, security or rights management mechanisms used in connection with our Website, including Content. When you display or make Content available you will include the following notice: "Used with permission. Further use, display or copying is prohibited.”

POSTING

Our Website may allow you to register, create a profile or account and enable you to submit, provide, furnish, transmit, exchange, communicate and/or display Content (referred to as “Posting”). By Posting, you represent that you own or have the right to engage in the Posting and you specifically agree your Posting shall not violate any law or regulation, our Terms of Use or the rights of others.

Your Postings are your responsibility and unless and until you notify us that you know or suspect the security of your user identification, log-in and password may have been compromised, so are Postings made by anyone else if they are using your registration, profile, user account or login identification or password and you will defend and indemnify us (See the Section entitled “You Indemnify Us”) for any such Postings. If you determine or suspect someone using your log-in identification or password, please notify us immediately at [email protected].

CONFIDENTIALITY AND COMPETITIVE GUIDELINES

When Posting or otherwise using our Website you should assume that neither your identity or any Postings you make or make available are confidential or anonymous. You should always identify yourself and your affiliation when Posting with other users and to the Website. Our discussion and bulletin boards, forums, chat and messaging capabilities and our Website resources, features, functions and capabilities were not designed, nor intended to protect the confidentiality of any Postings. As an industry association, our members may also be competitors with one another and in addition to referring to the guidelines below, we caution you against Posting anything which you or your employer or anyone considers confidential, sensitive or proprietary because you should assume it will be available to other users on our Website and generally become publicly available.
We have no obligation, nor do we verify, review for accuracy, completeness or otherwise, any Posting. We also have no obligation to monitor or continue to monitor your use of the Website or your Content, but we reserve the right to do so and to confirm and request confirmation of any information you submit to us or on our Website, at any time for any reason or no reason at all. Postings are not endorsed by us, nor do we screen them.

IAB members and other users of our Website may not collaborate on matters concerning the operation and conduct of their business, including discussions relating to prices, customers, credit terms, product development and distribution efforts. You must not, in fact or appearance, engage in Posting or otherwise use our Website, facilities or resources to discuss or exchange information about:

• Past, present or future pricing, pricing procedures, methods, policies or strategies;
• Past, present or future credit or warranty terms, discounts, rebates or other matters relating to terms or conditions of sales, licenses or services;
• Past, present or future margins or profit levels;
• Past, present or future areas of distribution;
• Past, present or future marketing strategies;
• Suppliers, competitors or customers with whom you are, will or will not be doing business;
• Products or services you will or will not or may or may not make available or offer.

While we cannot give you legal advice and you are ultimately responsible for obtaining proper legal advice and guidance from your or your company’s legal advisor and representatives, we have generally found users are permitted to discuss and be involved in discussions relating to standards-setting within the industry, general opinions and views regarding the industry and the marketplace and even how other industry participants may be affected by the presence or absence of a particular standard, so long as you do not discuss any of the prohibited topics noted above or violate any guidelines your own legal advisors may provide to you. The general rule is there should not be discussions on topics that could be construed to impose a restraint on trade or inhibit free and fair competition.

SOME GENERAL RULES OF CONDUCT

You may never use, allow or enable others to use our Website or knowingly condone use of our Website to do or attempt to:

• violate any laws, regulations, judicial or governmental order, treaties or our rights or the rights of any other person, firm or enterprise;
• engage in conduct which is or could be considered libelous, defamatory, indecent, vulgar, obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory or abusive;
• impersonate any other person, firm or enterprise or any of our or their employees and agents;
• use our Website for Posting or otherwise using malicious or unauthorized code, (e.g., viruses, time bombs, cancel bots, worms, Trojan horses, spyware) or other potentially harmful material or information or in any way interrupt, damage, interfere with , destroy or limit the functionality of any computer software or hardware or communication equipment, including our Website;
• gain unauthorized use of our Website, other users’ accounts, names, log-in or password information, personally identifiable information or use our Website in any manner which violates or is inconsistent with the provisions or spirit of our Terms of Use;
• modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of our Website or the rights or use and enjoyment of our Website by any other person, firm or enterprise;
• collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, submitted, provided or made available by or concerning any other person, firm or enterprise;
• engage in any activity or fail to report any activity involving SPAM, junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming" and “phishing” or other similar schemes; or
• use our Website or any Content for commercial or business purposes, including advertising, marketing, selling or offering goods or services, whether or not for financial benefit or any other form of compensation or consideration or through linking with any other website or web pages.

COPYRIGHT INFRINGEMENT

On notice, we will act expeditiously to remove Content that infringes the copyright rights of others and we will use reasonable efforts to disable use of our Website by anyone who repeatedly infringes the rights of others. If you believe our Website contains elements that infringe any copyright of yours or anyone else’s, please follow the procedures set forth below in our Notice and Procedure for Making Claims of Copyright Infringement.

LIMITATION OF LIABILITY

OUR WEBSITE IS MADE AVAILABLE "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO GUARANTY OR ASSURANCE THAT ALL OR ANY PART OF OUR WEBSITE WILL BE AVAILABLE FOR USE, PERFORM AS DESCRIBED OR THAT OUR WEBSITE IS ACCURATE, TIMELY, COMPLETE OR ERROR FREE AND YOU SHOULD NOT RELY ON OUR WEBSITE FOR ANY DECISIONS OR ACTIONS YOU MAY OR MAY NOT CHOOSE TO MAKE OR TAKE. WE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY, EVEN IF DUE TO MALICIOUS OR UNAUTHORIZED CODE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOU HAVE APPROPRIATE MECHANISMS TO PROTECT AND SECURE YOUR EQUIPMENT, PROGRAMS AND INFORMATION BECAUSE YOU, NOT US, ARE ASSUMING ALL RISK OF LOSS OR DAMAGE THAT MAY ARISE OR BE ASSOCIATED WITH USE OF OUR WEBSITE.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL LIABILITY FOR LOSS, DAMAGE, COST AND/OR EXPENSE OF ANY KIND IN CONNECTION WITH OR ARISING FROM USE OF OUR WEBSITE, OUR TERMS OF USE, INCLUDING, BUT NOT LIMITED TO, DIRECT, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES OR LIMITATIONS ON CERTAIN DAMAGES, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER, IF ANY LIMITATION OR EXCLUSION OF DAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, WE SHALL BE ENTITLED TO THE MAXIMUM LIMITATIONS AND EXCLUSIONS PERMITTED; HOWEVER, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).

WE HAVE THE RIGHT TO TERMINATE

We have the right to discontinue, suspend or terminate our Website or your use of our Website at any time, including any time we determine, in our sole judgment, you, your use of our Website, your Content and/or any Posting you make does or may violate our Terms of Use and, in addition to any other rights and remedies we may have under these Terms of Use, or at law or in equity, we have the right to: (i) refuse to allow you further Posting; (ii) remove or delete Postings; (iii) revoke your right to use our Website; (iv) revoke and terminate your IAB membership; (v) use any technological, legal, operational or other means available to enforce our Terms of Use, including blocking specific IP addresses or deactivating your registration.

GOVERNING LAW

Our Terms of Use and your use of our Website shall be construed, governed by and enforced under the substantive laws of the State of New York applicable to parties resident in and contracts made, executed and wholly performed within the State of New York. You submit to the jurisdiction of the State and Federal courts situated in the State, City, and County of New York and you will not object to jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. The Uniform Computer Information Transactions Act does not apply to our Terms of Use.

YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING UNDER OUR TERMS OF USE OR YOUR USE OF OUR WEBSITE.

MISCELLANEOUS

The Terms of Use constitute the entire agreement you have with us regarding the subject matter and supersedes any and all prior and/or inconsistent understandings. Our Terms of Use cannot be modified except as set described herein or in a written amendment signed by an authorized representative of ours. No electronic or digital communication of any kind is to be construed as a ‘writing’ for purposes of amending or modifying our Terms of Use or the rights and obligations of the parties hereunder. The illegality, unenforceability or invalidity of any provision is severable and shall not affect or impair the rest of our Terms of Use. Headings are purely for reference and shall not affect meaning. Any provision which must survive any termination of your agreement with us in order to allow us to enforce its meaning shall survive. You may not make or initiate any demand, claim or action against us or any of the IAB Entities, regardless of form or the basis of the claim, more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

If we believe, have reason to believe or are notified of anything which could compromise or endanger the health or safety of any person, could cause damage (tangible or intangible), could adversely affect, infringe upon or misappropriate anyone else’ rights, harasses or interferes with any other user, interferes with or bypasses security or other protective measures violates any law or regulation or these Terms of Use, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under our agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law.

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement should be sent ONLY to our Designated Agent.

THE FOLLOWING INFORMATION IS SOLELY FOR NOTIFYING US THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OF E-MAIL ABUSE) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.

WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

Written notification must be submitted to the following Designated Agent:

Service Provider(s): Interactive Advertising Bureau, Inc.

Name of Designated Agent to Receive Notification of Claimed Infringement: Patrick Dolan

Full Address of Designated Agent to Which Notification Should be Sent: 116 27th St., 7th floor, New York, NY, 10016

Telephone Number of Designated Agent: (212) 380-4727

Facsimile Number of Designated Agent: (212) 504-7940

Email Address of Designated Agent: [email protected]

Under Title 17, United States Code, Section 512(c)(3)(A), the Notification of Claimed Infringement must include the following:

(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

(2) Identification of the copyrighted work (or works) that you claim has been infringed;

(3) A description of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

(4) A clear description of where the infringing material is located on our Website, including as applicable its URL, so that we can locate the material;

(5) Your name, address, telephone number, and e-mail address;

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

(7) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.