Welcome to the ADstruc platform located at www.ADstruc.com (the “Site”) and the services and applications available on the Site (the “Services”) provided in accordance with these terms of service (the “Terms of Service”). These Terms of Service govern your use of the Site and Services and constitutes a legally binding agreement between Project X and you. As used in these Terms of Service, “we”, “us”, “Project X” and “ADstruc” means Project X Media, Inc. and “you” means the registering party (if registering as an individual), or the business employing or represented by the registering party (if registering as a business). We may change or modify these Terms of Service at any time by posting the amended terms on the Site. Excepted as expressly set forth herein, all amended terms automatically take effect and are incorporated into these Terms of Service immediately after they are initially posted anywhere on the Site. In addition, we will notify you of material changes by posting the date the Terms of Service were last modified on the Site. We recommend that you re-visit the Site regularly to learn of any revised terms or policies. You may cancel your ADstruc account at any time by deactivating your account on the Site or emailing us at cancel@adstruc.com and such cancellation shall be effective immediately.
BY ACCEPTING THESE TERMS OF SERVICE, ACCESSING THE SITE, REGISTERING ON THE SITE, CONTINUING TO USE THE SITE OR SERVICES AFTER WE POST ANY CHANGES, OR USING THE SERVICES IN ANY MANNER, YOU (ON BEHALF OF YOURSELF AND THE COMPANY YOU REPRESENT) AGREE TO BE BOUND BY ALL THESE TERMS OF SERVICE, AND ALL POLICIES AND GUIDELINES OF THE SITE WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE.
Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law (e.g., minors are not allowed to use the Services). To register on the Site, you must provide your real name, company name, phone number and e-mail address. You agree to keep all such information current and promptly notify us of any changes. You represent and warrant that: (a) if you are a business entity, you are duly organized, validly existing and in good standing under the laws of the country in which your business entity is registered and that you are registering for the Site and/or Services within such country; (b) you have all requisite right, power and authority to enter into these Terms of Service, on behalf of yourself and the business entity you represent, and perform your obligations hereunder; (c) if you are a seller, you have all requisite right, power, intent and authority to sell the Media you list or offer for sale on the Site, (d) if you are a buyer, you have all requisite right, power, intent and authority to buy the Media you offer to buy or buy on the Site, (e) any information you provide to us, to other users, or to visitors is not false, inaccurate, misleading, obscene or defamatory, (f) if you are a seller, all Media you list or offer for sale on the Site comply with all applicable laws, codes, and regulations, including, without limitation, all zoning and land use laws, (g) if you are a seller, you will advise buyers of all restrictions applicable to Media you list or offer for sale on the Site, including, without limitation, all content restrictions, (h) if you are a buyer, you will abide by and comply with all restrictions applicable to Media you purchase, including, without limitation, all content restrictions, and (i) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under these Terms of Service.
If you are registered as a seller, you may, subject to these Terms of Service, (i) use Project X’s online inventory management system available on the Site, and (ii) list, offer, or create proposals for the sale of a license or other right to advertise on billboards, bulletins, transit-related signs, street furniture, wallscapes and/or other physical or digital outdoor advertising units and corresponding printing/production and installation services (individually and collectively, “Media”) on the designated areas of the Site. If you are registered as a buyer, you may, subject to these Terms of Service, create and manage requests for proposals, search for, make offers on and/or purchase Media for sale on the Site. You acknowledge that we are not an auctioneer. Instead, the Site and Services allow sellers to list and offer Media for sale and buyers to search for, make offers on and purchase Media in a variety of pricing formats and locations. You acknowledge that we may establish limits concerning the use of the Site and Services and have the right at any time to modify or discontinue the Site and Services (or any part thereof) without notice to you, and that Project X shall not be liable to you or any third party for any modification, restriction, suspension or discontinuance of the Site or Services. Without limiting other remedies, we may limit, suspend, or terminate the Services and/or user accounts, prohibit access to the Site and Content contained thereon (including Media), services, and tools, delay or remove hosted Content (including Media), and take technical and legal steps to keep users off the Site if (i) we reasonably think that they are creating problems or possible legal liabilities, (ii) we reasonably think they are infringing the intellectual property rights of third parties (including, without limitation, repeat infringers), (iii) they fail to pay applicable fees when due, (iv) their payment method expires or is declined, (v) they breach any term of these Terms of Service, or (vi) they act inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for more than sixty (60) days, or to modify or discontinue the Site and Services. You acknowledge and understand that in the event your account is canceled or deleted by you or us for any reason, you will not have access to nor any right to retrieve any Content (as defined below) available on the Site.
The Services include the Site and may also be located on third party websites or applications either by way of a link or otherwise in connection with websites that such third parties control. Nothing in the Site or any of the Services shall be deemed an offer or promise by Project X to buy or sell a specific Product or any other product, service or advertising space for a specific price or on any specified terms. Project X is not involved in any transactions between you and any third party (including, without limitation, buyers, sellers, operators, vendors, advertisers and agencies). As a result, we have no control over and make no warranty, representation or guarantee with respect to the quality, safety or legality of the advertising space, Media, services or other products or listings contained on or offered through the Site (collectively, “Items”), the truth or accuracy of information relating to the Items, the ability or willingness of sellers to sell the Items, or the ability or willingness of buyers to buy the Items. Your interactions with organizations and/or individuals found on or through the Site, including, without limitation, payment, delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings are solely between you and such organizations and/or individuals. If there is a dispute between users on the Site, or between users on the Site and any third party, you understand and agree that Project X is under no obligation to become involved. Project X is in no way legally responsible, and you hereby release Project X, its parents, subsidiaries, officers, directors, employees, agents, affiliates, joint venturers, assignees and successors from any and all claims in law or equity, demands or actual, consequential, incidental, nominal, special or punitive damages of any type, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with a claim, demand or dispute regarding the Items, Services, Site, Media or any related transaction.
While using the Site or Services, you will not:
a. manipulate or attempt to manipulate the price of any Product or other item or interfere with other users' Media or listings;
b. circumvent, manipulate or attempt to circumvent or manipulate our fee structure, the billing process, or fees owed to us;
c. distribute viruses or any other technologies that may harm us, or the interests or property of any user;
d. harvest or otherwise collect information about users, including email addresses, without their consent; or
e. distribute or post spam or unsolicited email advertisements or communications.
You understand that all information, postings, messages, text, files, images, photos, videos, sounds, designs, graphics, Media, arrangements and compilations of the foregoing, or other content (collectively, “Content”) posted on, transmitted through, or linked from the Site, are the sole responsibility of the person or entity from whom such Content originated. You are entirely responsible for all Content that Project X posts on your behalf at your request or you post, upload or otherwise make available via the Site. You warrant and represent that all Content that Project X posts on your behalf at your request or you post, upload or otherwise make available via the Site does not infringe, or constitute an infringement or misappropriation of any patent, copyright, trademark, trade secret or other interest, proprietary or otherwise, of any individual or entity. You understand that Project X does not control, and is not responsible for, Content on or made available through the Site, and that by using the Site or Services, you may be exposed to Content that is inaccurate, misleading or otherwise objectionable. Furthermore, the Site may contain links to other websites, which are completely independent of Project X. Project X makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. Certain Content on the Site is provided under license from third parties, including Google LLC (“Google”), and is subject to copyright and other intellectual property rights owned by or licensed from Google and/or such third parties. You may be held liable for any unauthorized copying or disclosure of this content. You agree that you must evaluate and bear all risks associated with the use of any Content, that you may not rely on said Content, and that under no circumstances will Project X be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, uploaded or otherwise made available on or via the Site.
a. Buyer Fees. You shall pay Project X all fees and costs set forth in the separate written agreement between you and Project X.
b. Seller Fees. There is no fee due to Project X by sellers for their use of the Site in accordance with these Terms of Service or sale of Media on the Site in accordance with these Terms of Service.
The Site, Services, and all Content displayed on or through the Site (collectively, the “Materials”) are all protected to the maximum extent permitted by copyright laws and international treaties. Any reproduction, modification, creation of derivative works from or redistribution of the Materials and/or copying or reproducing the Materials or any portion thereof is prohibited without Project X’s or the applicable third party’s (as applicable) express written consent. You further agree not to reproduce, duplicate or copy Materials from the Site without the express written consent of Project X, and agree to abide by any and all copyright notices displayed on the Site. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site or Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or Services. By accessing or using the Site or Services, you are granted a revocable, limited, non-assignable, non-sublicensable, and non-exclusive license to access and use the Site and Services therein and to print Materials for your personal, informational and non-commercial use only. We expressly reserve the right, without notice, to terminate your license and access or use of the Site and Services. Although Project X does not claim ownership of Content that its users post on the Site, by posting, or directing Project X to post, Content to the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Project X an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses of the foregoing.
Project X, ADstruc and each of our logos are either service marks or trademarks of Project X. Any and all names and logos of third parties on or available through the Site are the trademarks or service marks of the respective third parties. Any such trademarks or service marks of Project X or a third party shall not be copied, imitated or used in whole or in part without the prior written consent of their respective owners. You shall not use any Meta tags or any type of ‘hidden text’ utilizing any trademarks of Project X or any third party without the prior written consent of such party. Any reference to a product, service, process or information contained on or otherwise available through the Site does not constitute or imply any endorsement, sponsorship, recommendation, approval or otherwise by Project X.
Project X complies with the provisions of the Digital Millennium Copyright Act as applicable to Internet service providers (17 U.S.C. § 512). If you reasonably and in good faith believe that your work has been copied in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Project X with all of the following information in writing at legal@pjxmedia.com or the following address: Project X Media, Inc., 1 Whitehall St., 10th Floor, New York, NY 10004, Attn: Chief Legal Officer.
Please provide Project X notification of the claimed infringement containing the following information:a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed;
c. Identification of the material that you claim is infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient for us to locate the material;
d. Your address, telephone and email address so that we can contact you if necessary;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
a. THE SITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SITE AND THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SITE OR THE SERVICES, YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THESE TERMS OF SERVICE, THE SITE, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (3) ANY WARRANTIES FOR THE OTHER SERVICES OR GOODS RECEIVED THOUGH THE SITE OR SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SITE; (4) ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SITE OR SERVICES; AND (5) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.
b. If you have a dispute with one or more users, you release us (and our parents, officers, directors, agents, subsidiaries, joint ventures, affiliates, assignees, successors and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
UNDER NO CIRCUMSTANCES SHALL PROJECT X BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PROJECT X HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SITE OR SERVICES, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SITE OR SERVICES, FROM INABILITY TO USE THE SITE OR SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE OR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR MEDIA RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR SERVICES OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR SERVICES OR ANY LINKS ON THE SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR THREE-MONTH PERIOD PAID BY YOU TO PROJECT X IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold Project X, its parents, officers, subsidiaries, members, affiliates, successors, assignees, directors, officers, agents, joint ventures and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of (i) Content you submit, post, request to be posted, or otherwise make available, directly or indirectly, through the Site or Services, (ii) your use of the Site or Services, (iii) your violation of these Terms of Service or any applicable law or regulation, (iv) your breach of any of the representations and warranties herein, or (v) your violation or alleged violation of any rights of another.
a. If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you agree to treat such information as confidential. You may not disclose your username or password to any third party and are solely responsible for any use of or action taken under your username or password. If your username or password is compromised, you must immediately notify us at support@adstruc.com and change your username and/or password (as applicable).
b. If you are a seller, you agree that at all times and notwithstanding any termination or expiration of these Terms of Service, you will hold in strict confidence and not disclose to any third party any Confidential Information and will use the Confidential Information for no purpose other than the limited purpose of completing an authorized transaction between you and a buyer, including, without limitation, for the benefit of itself or any third party. You will also protect such Confidential Information with at least the same degree of care that you use to protect your own Confidential Information, but in no case, less than reasonable care. You will limit access to the Confidential Information to only those of your employees having a bona fide need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. As used herein, “Confidential Information” will mean any and all information, whether written or oral, provided to or otherwise made available to you or otherwise discovered by you about any buyer, Project X or any of Project X’s or such buyer’s clients, including, without limitation, information regarding the business or financial affairs, marketing or advertising information and plans, products or potential products, services or potential services, intellectual property of any kind, trade secrets, clients or potential clients, budgets, forecasts, methods of operation or proposed methods of operation, accounts, transactions, proposed transactions, techniques, codes, systems, policies, vendors or potential vendors, service providers, investors, financial partners, shareholders, procedures, employees, contractors, partners, business or contractual relationships, algorithms, ideas, techniques, processes, software, engineering, technology, and all other information that the you knew, or reasonably should have known, was the confidential information of a buyer, Project X or any of Project X’s or such buyer’s clients, as well as all data, notes, summaries or other materials in any form or format derived from the information specified above.
The Site may enable you to share personal and financial information to complete transactions. We encourage you to disclose your privacy practices and respect the privacy of other users. We cannot guarantee the privacy or security of your information and therefore we encourage you to evaluate the privacy and security policies of your trading partner before entering into a transaction and choosing to share your information. When users are involved in a transaction, they may have access to each other's name, user ID, email address and other contact information. In all cases, you must give other users a chance to remove themselves from your database and communications, as well as a chance to review what information you have collected about them. You agree to use user information only as expressly authorized by these Terms of Service and in accordance with applicable laws, regulations and policies.
We and our users do not tolerate spam. Make sure you advise us of your communication preferences so we communicate to you as you prefer. You are not licensed to add other users, even a user who has conducted a transaction with you, to your mailing list (email or physical mail) without their express consent. To report spam or spoof emails, please forward the email to legal@adstruc.com. You may not use our communication tools to send spam or otherwise send content that would violate our Terms of Service. We may automatically scan and manually filter messages to check for spam, viruses, phishing attacks and other malicious activity or illegal or prohibited content.
You agree that you are solely responsible for determining, collecting, reporting, and remitting all applicable Taxes to the appropriate tax authority. “Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Media by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
a. Entire Agreement. These Terms of Service and Project X's Privacy Policy, which is hereby incorporated by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. No Agency and Third-Party Beneficiary. You and Project X are independent contractors, and nothing in these Terms of Service will create any partnership, joint venture, agency, franchise, sales representative, employment, or fiduciary relationship between us. Nothing expressed or mentioned in or implied from these Terms of Service is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Service. These Terms of Service and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Project X and you.
c. Severability. If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions, which shall continue to be binding to the maximum extent allowed by law.
d. No Waiver. We will not be considered to have waived any of our rights or remedies described in these Terms of Service unless the waiver is in writing and signed by an authorized signatory of Project X. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Project X’s failure to enforce the strict performance of any provision of these Terms of Service will not constitute a waiver of Project X’s right to subsequently enforce such provision or any other provisions of these Terms of Service.
e. Governing Law. These Terms of Service and the relationship between you and Project X shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Project X must be resolved exclusively by a state or federal court located in New York County, New York. You agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.
f. Improperly Filed Claims. All claims you bring against Project X must be resolved in accordance with these Terms of Service. All claims filed or brought contrary to these Terms of Service shall be deemed improperly filed. Should you file a claim contrary to these Terms of Service, Project X shall be entitled to recover reasonable attorneys' fees and costs from you promptly upon demand.
g. Time Limit. You agree that notwithstanding any statute or law to the contrary, any claim or cause of action against Project X arising out of or related to use of the Site, Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
h. No Oral Modification and Waiver. These Terms of Service cannot be changed or terminated orally. The failure of Project X at any time or times to require performance of or otherwise enforce any provisions hereof shall in no manner affect its rights at a later time to enforce the same unless the same is waived in a writing signed by an authorized signatory of Project X.
If you have any questions or concerns regarding these Terms of Service, please email legal@pjxmedia.com.
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