Terms of Use Agreement

Read This Terms of Use Agreement Before Accessing Website.
Effective Date: This Terms of Use Agreement was last updated on February 2, 2009.

PLEASE READ THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR Tripnose. PARTICIPATION IN Tripnose INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR AND/OR PARTICIPATE IN Tripnose.

Tripnose DEPENDS ON EXTERNAL SOURCES FOR THE ACCURACY AND RELIABILITY OF ITS INFORMATION. THEREFORE, NO RESPONSIBILITY IS ASSUMED BY Tripnose OR ITS AGENTS FOR ERRORS OR OMISSIONS IN THE REPORT. Tripnose FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPLICIT AND/OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SYSTEMATIC RETRIEVAL OF THE CONTENT OR OTHER DATA FROM THIS DATABASE, INCLUDING THE APPLICATION THAT ACCESSES THE DATABASE, TO CREATE OR COMPILE, DIRECTLY, INDIRECTLY, AS A COLLECTION, IN WHOLE OR IN PART, BY (OR AS) A COMPILATION, DATABASE OR DIRECTORY WITHOUT THE EXPRESS WRITTEN PERMISSION OF TRIPNOSE IS STRICTLY PROHIBITED.

Tripnose ("Tripnose") provides you, and, if applicable, your Affiliates, access to its online advertising marketplace at www.tripnose.com ("Marketplace"), which allows Advertisers and publishers of social profiles (including, but not limited to "Publishers") to interact and engage in marketing relationships (the "Service" or "Opportunity") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.tripnose.com.

The following describes the terms on which Tripnose offers you access to our services.

Introduction

Welcome to Tripnose. By using Tripnose (including Tripnose.com and its related sites, services and tools), you agree to the following terms with Tripnose Inc. and the general principles for the websites of our subsidiaries and international affiliates. If you reside outside of the United States, you are contracting with one of our international Tripnose companies: In countries within the European Union, your contract is with Tripnose Europe S.à r.l.; in all other countries, your contract is with Tripnose International AG. If you have any questions, please refer to our help section.

This Agreement is effective on September 29, 2009, for current users, and upon acceptance for new users. The previous amendment to this User Agreement was effective for all users on June 14, 2009.

Scope

Before you may become a member of Tripnose, you must read and accept all of the terms in, and linked to, this User Agreement and the Tripnose Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement and Privacy Policy will apply whenever you use Tripnose sites or services, or when you use the tools we make available to interact with Tripnose sites and services. If you use another Tripnose site, you agree to accept the User Agreement and Privacy Policy applicable to that site. Some Tripnose sites, services, and tools may have additional or other terms that we provide to you when you use those sites, services, or tools.

Using Tripnose

While using Tripnose sites, services and tools, you will not:

• post content or items in an inappropriate category or areas on our sites and services;

• violate any laws, third party rights or our policies, such as the prohibited and restricted items policies;

• use our sites, services, or tools if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our sites, services, or tools;

• fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity;

• fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;

• manipulate the price of any item or interfere with other users' listings;

• circumvent or manipulate our fee structure, the billing process, or fees owed to Tripnose;

• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);

• take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the sites or using it for purposes unrelated to Tripnose);

• transfer your Tripnose account (including Feedback) and user ID to another party without our consent;

• distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;

• distribute viruses or any other technologies that may harm Tripnose, or the interests or property of Tripnose users;

• export or re-export any Tripnose tools except in compliance with the export control laws of any relevant jurisdictions;

• copy, modify, or distribute rights or content from the Tripnose sites, service, or tools or Tripnose's copyrights and trademarks; or

• harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing Tripnose

Tripnose and the Community work together to keep our sites and services working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

Tripnose's Verified Rights Owner (VeRO) program works to ensure that listed items do not infringe upon the copyright, trademark, or other intellectual property rights of third parties. If you believe that your intellectual property rights have been violated, please notify our VeRO team through our Verified Rights Owner (VeRO) Program and we will investigate.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our sites and their content, services, and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting 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 a long time, or to modify or discontinue Tripnose sites, services, or tools.

Buyer Protection

Buyers and sellers share the responsibility for making sure purchases facilitated by Tripnose are exciting, rewarding, and hassle-free. We strongly encourage buyers to work with sellers before opening a claim relating to a purchase. Buyers and sellers agree to follow the requirements of the Tripnose Buyer Protection Policy with respect to claims. Tripnose Buyer Protection covers only claims filed in accordance with the Tripnose Buyer Protection Policy, not claims filed with PayPal. We may suspend the Tripnose Buyer Protection Policy without notice if we suspect abuse or interference with the proper working of the program.

We require Tripnose sellers to comply with our resolution process. Sellers permit us to make a final decision, in our sole discretion, on any claim that a buyer files with Tripnose under the Tripnose Buyer Protection Policy. If we resolve a dispute in the buyer's favor, we will refund the buyer for the cost of the item and the original shipping, and we will require the seller to reimburse us for the refund. Without limiting the foregoing, sellers may not have to pay a reimbursement for an Tripnose claim if they provide the documentation (for example, delivery confirmation or proof that the item was as described) indicated in the Tripnose Buyer Protection Policy.

• Sellers must have a reimbursement method on file with Tripnose.

• For transactions paid with PayPal, sellers agree to allow us to remove funds from their PayPal accounts to reimburse buyers. Sellers may change this reimbursement method by contacting Tripnose.

• When there are insufficient funds in PayPal accounts, transactions are not paid with PayPal, or when PayPal is not the reimbursement method of a seller, we will require another reimbursement method.

For future claims where the seller is found at fault, we will notify the seller and continue to charge the sellers preferred method for any reimbursements made under the Tripnose Buyer Protection Policy. Changing a reimbursement method will not affect Tripnose's use of a payment method on file for other purposes (such as payment of your Tripnose fees). If sellers do not provide Tripnose with a valid reimbursement method, we may collect amounts owed using other collection mechanisms, including retaining collection agencies. We may also suspend or restrict sellers from trading on our sites until payment is made.

Fees and Services

Joining Tripnose and bidding on listed items is free. We do charge fees for using other services, such as listing items. When you list an item or use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule, which we may change from time to time. Changes to that schedule are effective after we provide you with at least 14 days' notice by posting the changes on the Tripnose site. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the sites.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)

Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

For the convenience of sellers, we may offer catalogs of stock images, descriptions, and product specifications that are provided by third parties (including Tripnose users). You may use catalog content solely in connection with your Tripnose listings during the time your listings are on Tripnose's sites.

While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date, and you agree not to hold our catalog content providers or us responsible for inaccuracies in catalogs. If you choose to include catalog content in your listings, you continue to be fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information, and comply with this User Agreement and all Tripnose policies. The catalogs may include copyrighted, trademarked, or other proprietary materials. You agree not to remove any copyright, proprietary, or identification markings included with the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Limitation of Liability

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures, 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."

Access and Interference

The sites contain robot exclusion headers. Much of the information on the sites is updated on a real-time basis and is proprietary or is licensed to Tripnose by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access the sites for any purpose without our express handwritten permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the sites without the prior express written permission of Tripnose and the appropriate third party, as applicable;

• interfere or attempt to interfere with the proper working of the sites, services, or tools, or any activities conducted on or with the sites, services, or tools; or

• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Tripnose Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your account. We use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the Tripnose Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

Indemnity

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Tripnose's national registered agent (in the case of Tripnose) or to the email address you provide to Tripnose during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

Each of these policies may be changed from time to time. Changes take effect when we post them on the Tripnose site. When using particular services on our sites, you are subject to any posted policies or rules applicable to services you use through the sites, which may be posted from time to time. All such policies or rules are hereby incorporated into this User Agreement.

General

Tripnose Inc. is located at 1720 North 17th Avenue, Suite 2, Hollywood, FL 33020. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the Tripnose Message Center. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a “writing” doesn't include an email message and a signature doesn't include an electronic signature.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Resolution of Disputes.

Tripnose does employ technology to permit DIGITAL MEDIA uploads. You agree that any uploaded material is original work of your own, or was previously approved for uploading by the original author, or you have sited the original author of the material clearly within the media.

This Terms of Use Agreement sets forth the standards of use of the Tripnose Online Service for Registered Members. By using the Tripnose/Tripnose.com website you (the 'Member') agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at Tripnose/Tripnose.com website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended. 1. Description of Service Tripnose is providing Member with a 'push-pull' Service Web application.

Member must provide
(1) all equipment necessary for their own Internet connection, including computer and modem and
(2) provide for Member's access to the Internet, and
(3) pay any fees relate with such connection,

Member must provide
(1) all equipment necessary for communication channels when sending and/or receiving information
(2) including adequate service platforms through the aforementioned communication channels
(2a) including, but not limited to: operating wireless data plans and ability,
(2b) operating voice plans and ability.

Disclaimer of Warranties.

The site is provided by Tripnose on an 'as is' and on an 'as available' basis. To the fullest extent permitted by applicable law, Tripnose makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. Tripnose shall have no liability for any interruptions in the use of this Website. Tripnose disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable.

3. Limitation of Liability

Tripnose AND ITS WEB APPLICATION SHALL NOT be liable for any damages whatsoever, and in particular Tripnose shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to this web site or the information contained in it, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Tripnose has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.

4. Indemnification

Member agrees to indemnify and hold Tripnose, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, the violation of this Agreement, or infringement by Member, or other user of the Service using Member's computer, of any intellectual property or any other right of any person or entity.

5. Members Account

All Members of the Service shall receive a password and an account. Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. Member agrees to notify Tripnose of any unauthorized use of Member's account or any other breach of security known or should be known to the Member. Member's right to use the Service is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of Tripnose.

6. Modifications and Interruption to Service

Tripnose reserves the right to modify or discontinue the Service with or without notice to the Member. Tripnose shall not be liable to Member or any third party should Tripnose exercise its right to modify or discontinue the Service. Member acknowledges and accepts that Tripnose does not guarantee continuous, uninterrupted or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

7. Third-Party Sites

Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to review said privacy policies of third-parties' sites.

8. Disclaimer Regarding Accuracy of Vendor Information

Product, Service, and Information specifications, and other information, have either been provided by the Vendors or collected from publicly available sources. While Tripnose makes every effort to ensure that the information on this website is accurate, we can make no representations or warranties as to the accuracy or reliability of any information provided on this website. Tripnose makes no warranties or representations whatsoever with regard to any product, service, and/or information provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.

9. Governing Jurisdiction of the Courts: State of Florida

Our website is operated and provided in the State of Florida as such, we are subject to the laws of the State Florida, and such laws will govern this Terms of Use, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State of Florida

10. Compliance with Laws.

Member assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

11. Copyright and Trademark Information

All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2010 Tripnose.com, all rights reserved, or is the property of Tripnose and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Tripnose is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of Tripnose. Tripnose's trademarks may not be used in connection with any product or service that is not provided by Tripnose, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Tripnose. All other trademarks displayed on Tripnose's website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Tripnose.
You agree that you will not, and will not allow any third party to,
(i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Web Application, unless otherwise permitted,
(ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Web Application,
(iii) use the Web Application to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or
(iv) remove, obscure, or alter Tripnose's or any Third Party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Web Application.

12. Notification of Claimed Copyright Infringement

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Tripnose.com designates the following individual as its agent for receipt of notifications of claimed copyright infringement. By Mail: Tripnose, Inc., 1720 N 17th Avenue, Miami, FL, 33179. By Telephone: 786-357-5415 By Email: cc@tripnose.com.

13. Botnets

Tripnose retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, Tripnose reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, and/or any other destination at our discretion.

14. Other Terms

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by Tripnose, in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. INTRODUCTION.

Tripnose ("Tripnose") provides you, and, if applicable, your Affiliates, access to its online advertising marketplace at www.Tripnose.com ("Marketplace"), which allows Advertisers and Publishers to interact and engage in marketing relationships (the "Service") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.Tripnose.com.

In this Terms of Service, (i) "Advertiser" means collectively any person or entity who participates in the Service and deposits money into the Marketplace or otherwise creates Opportunities, and (ii) "Publisher" means collectively any person who participates in the Service and (a) receives compensation for creating content in the Marketplace, or (b) receives compensation for serving Advertising (as defined in Section 3.8(A) on behalf of Advertisers on Publisher's website ("Affiliate Program"), and (iii) "Affiliate" means any entity or person that directly or indirectly controls any Advertiser or Publisher, and the term "control" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement or other influence. (iv) "User" means any person, company, bot or spider accessing the Tripnose website. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you visit the site and will end when terminated by either party in accordance with the terms of the Agreement (the "Term").

2. ADVERTISER SPECIFIC TERMS.

This Section 2 applies only to Advertisers participating in the Marketplace.

3. Publisher SPECIFIC TERMS.

This Section 3 applies only to Publishers participating in the Marketplace.

OTHER TERMS AND CONDITIONS

4. ADVERTISER AND Publisher ELIGIBILITY.

You must be eighteen (18) years or older to register as an Advertiser or Publisher in the Tripnose Marketplace. By registering in the Tripnose Marketplace, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that we will use the information you provide in accordance with the terms of the Tripnose Privacy Policy ("Privacy Policy"), which is integrated into and included as part of these Terms of Service. Tripnose accounts are not transferable, assignable or resalable under any circumstances.

5. PROTECTION OF MINORS.

Children under the age of thirteen (13) may not be the target audience of Tripnose Opportunities and Tripnose strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children. Tripnose also reserves the right to remove any Publisher with a blog that is targeted toward children.

6. CONFIDENTIALITY.

"Confidential Information" means any information disclosed to an Advertiser or Publisher by Tripnose, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Tripnose; (ii) becomes publicly known and made generally available after disclosure to you by Tripnose other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Tripnose as shown by your files and records. Advertiser and/or Publisher shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Advertiser and/or Publisher agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Advertiser and/or Publisher may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Tripnose prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Tripnose's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Tripnose immediately upon Tripnose's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Tripnose, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Tripnose Privacy Policy (as posted on or linked from the Tripnose Website), the Agreement shall control. Advertiser and Publisher may not issue any press release or other public statement regarding the Agreement, Tripnose, its parent and/or its affiliates without Tripnose's prior written consent.

7. MARKETPLACE GUIDELINES.

All participants in the Marketplace should observe these Guidelines:

1. Pornography or sexually explicit content is not appropriate in the Marketplace.
2. Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
3. There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or the revealing of other members' personal information.
4. Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Marketplace.

8. UNAUTHORIZED USE.

Outside of an API provided by Tripnose, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in the Marketplace is strictly prohibited. Tripnose will not be liable or responsible for any such actions. The offending party will be immediately removed and banned from the Marketplace and may be liable to third parties.

9. PROVISION OF SERVICES.

Tripnose is constantly innovating and changing its Service offering in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Tripnose provides may change from time to time without prior notice to you. You acknowledge and agree that Tripnose may stop (permanently or temporarily) providing the Services (or any features or functionality within the Services) to you or to users generally at Tripnose's sole discretion, without prior notice to you. You and/or Tripnose may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Tripnose shall not have any liability regarding such decisions. Sections 2 through 17 of these Terms of Service shall survive any termination of the Agreement.

10. REPRESENTATIONS AND WARRANTIES.

Publishers and Advertisers participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Tripnose's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or blog: (a) do not violate any law, statute, ordinance, treaty or regulation or Tripnose policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Tripnose, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.

11. TRADEMARKS.

MyTrailerJackTM and other Tripnose graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Tripnose in the U.S. and/or other countries. Tripnose'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 on our media page may be used by partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing.

12. INDEMNIFICATION.

Publishers and Advertisers participating in the Marketplace each agree to indemnify and hold harmless Tripnose, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Tripnose to make your listings, results, and/or Services available in connection with third party Websites, blogs, postings, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, affiliates, and employees (each, an "Tripnose Entity" and collectively, the "Tripnose Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claim(s)"), that actually or allegedly result from your information, use of the Service, any blog postings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Tripnose and/or any Tripnose Entity, subject to Tripnose and/or the Tripnose Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Tripnose, and/or any Tripnose Entity provided that you will not agree to any settlement that imposes any obligation or liability on Tripnose and/or an Tripnose Entity without Tripnose's prior express written consent.

13. WARRANTY DISCLAIMER.

ADVERTISER AND Publisher EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Tripnose DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR Tripnose WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE Tripnose WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Tripnose. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE Tripnose WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT Tripnose'S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF Tripnose'S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Tripnose'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. LIMITATION OF LIABILITY.

ANY LIABILITY OF Tripnose TO AN ADVERTISER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY ADVERTISER TO Tripnose FOR THE SERVICES RELATED TO THE ADVERTISER'S MOST RECENT OPPORTUNITY (EXCLUDING AMOUNTS PAID BY ADVERTISERS TO PublisherS). Tripnose SHALL NOT BE LIABLE TO PublisherS FOR DAMAGES OF ANY KIND ARISING OUT OF Publisher'S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL Tripnose OR ANY Tripnose ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ADVERTISER AGREES THAT ADVERTISER WILL NOT HOLD Tripnose RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON ADVERTISER'S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF Tripnose OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, Tripnose'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

15. NOTICES.

Tripnose may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Tripnose. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Tripnose is updated, current and correct. All notices to Tripnose shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, Tripnose, Inc., 150 North Orange Avenue, Ste. 412, Orlando, FL 32801 USA.

16. CHOICE OF LAW.

Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida. Any claim against Tripnose arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

17. ELECTRONIC SIGNATURES EFFECTIVE.

(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the Tripnose Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.

18. MISCELLANEOUS.

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Tripnose regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Tripnose shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertisers or Publishers are employees of Tripnose. Neither Tripnose, Advertiser or Publisher shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without Tripnose's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Tripnose and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Tripnose, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity. Tripnose may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by Tripnose. Tripnose reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by Tripnose, you agree that you will direct all communications relating to the Service or your participation therein directly to Tripnose and not to any other entity. The organization, specifications, structure or appearance of any Tripnose property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.