By using the Crosspollinate.org web site ("Service") and all services of Crosspollinate ("Crosspollinate", "Company", "we" or "us"), you (the "User", "you" or "your") are agreeing to be bound by the following terms and conditions ("Terms of Service" or "Terms and Conditions").
Crosspollinate reserves the right to update and change the Terms of Service from time to time without notice. Any new features that enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.crosspollinate.org/tos.jsp
Violation of any of the terms below will result in the termination of your Account. While Crosspollinate prohibits such conduct and Content on the Service, you understand and agree that Crosspollinate cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
The Crosspollinate Network includes www.crosspollinate.org and all other Web sites we operate or other media or services we may offer to consumers from time to time. The Web pages and Services available at www.crosspollinate.org, and all linked pages unless indicated otherwise ("Crosspollinate's Site"), are owned and operated by Company, and are accessed by You under the following Terms and Conditions. Company may change, suspend or discontinue the Services (or User's access thereto) at any time, including the availability of any feature, advertisement or content, without notice or liability.
As part of its services, Crosspollinate allows you to spread enriched content ("Content") and advertisement messages ("Advertisements" or "Ads") provided by the Crosspollinate advertiser inventory and listings, into some micro-blogging services such as "Facebook", "Twitter", "Friendfeed", etc. The Content and Advertisements all combined define a feed that can be published into the queue of one or several micro-blogging feeds ("Micro-Blog Feeds", such as Twitter feed) that You own, along with the content posted from these very Micro-Blog accounts ("Micro-Blog Account", such as Twitter account).
Participation in the Crosspollinate service is subject to the User's continued compliance with the Terms and Conditions and other program policies ("Program Policies"), which Company may provide from time to time. Company reserves the right to refuse the access to any applicant or participant, or cancel a User account in its discretion. User shall be responsible for maintaining the confidentiality of User's Crosspollinate password.
You represent, certify and warrant that (a) You have the authority to act on behalf of the company and/or Micro-Blog Account that You are importing with Crosspollinate, (b) You are the registered owner of Your Micro-Blog Feed including its content (c) that You are legally permitted to use the Services and access the Your Micro-Blog Account, and take full responsibility for the selection and use of the Services, and (d) if You are an individual (i.e., not a corporation) You are at least 18 years of age, and (e) all information You provide to us, including but not limited to information provided in the Crosspollinate Account and all other information about Your business provided in connection with Crosspollinate, will be accurate, complete and current, to the best of Your knowledge, and kept up to date throughout the Term. You grant to Crosspollinate and its Affiliates (which include but are not limited to subsidiaries, parent company and related parties), the right to transmit, process and maintain the personal and business information that You provide to us via the Crosspollinate Services in the United States, United Kingdom and elsewhere, and You further agree and hereby grant Company the right to use such information for Company's business purposes and share such non-personally-identifiable information with third parties, including but not limited to Company's agents, accountants, attorneys and other representatives for Company's business purposes.
You are solely responsible for Your Micro-Blog Account(s), including all content, maintenance and operation thereof. You represent and warrant at all times that: (a) You have all necessary rights and authority to enter into this Agreement, to place advertisements on Your Micro-Blog Feed(s), and (b) Your Micro-Blog Feed and all promotional does not and will not contain any Unacceptable Content. "Unacceptable Content" means content and Micro-Blog Feed processes that: (1) are misrepresentative, defamatory, or libelous, (2) violate any applicable law or regulation, (3) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, or (4) contain any of the following: (i) nudity, pornography, or offensive graphics, content or language; (ii) hate material or inappropriate or controversial subject matter of any nature; (iii) information pertaining to illegal activity of any kind; or (iv) information pertaining to hacking, craking, or warez; or (v) any breach of any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity. Any actual or suspected violation of this provision or any suspected fraudulent, abusive or otherwise illegal content or activity by You is grounds for immediate termination of Your participation in Crosspollinate and this Agreement.
You are solely responsible for the proper implementation of Crosspollinate's specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. You agree to comply with the specifications provided by Company from time to time to enable proper delivery, display, tracking, and reporting of Crosspollinate Ads and Brand Features in connection with Your Micro-Blog Feed(s).
You agree that You will present the Advertisements to followers of Your Micro-Blog Feed(s). You agree not to alter, modify, circumvent, impair, disable, remove or otherwise interfere with the Advertisements published by Crosspollinate. You understand and agree that breach of the provision or any part hereof may result in immediate termination of Your participation in Crosspollinate.
Company reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads, Links or Content Results, or any engagement in any activity prohibited by this Agreement. Company is not responsible for anything related to Your Micro-Blog Feed(s), including without limitation the receipt of queries from followers of Your Micro-Blog Feed(s) or the transmission of data between Your Micro-Blog Feed(s) and Crosspollinate. In addition, Crosspollinate shall not be obligated to provide notice to You in the event that any Ad, Link or Content Result is not being displayed properly to followers of Your Micro-Blog Feed(s).
User agrees to direct to Company and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of Users use of the Services.
You agree not, and not to authorize or encourage any third party to engage in any of the following activities:
(i) artificially inflate traffic counts to the Crosspollinate Network or participating advertisers using any device, program, robot or other means (including manual), or permit or allow anyone else to do so.
ii) click on, or provide followers of Your Micro-Blog Feed(s) or any other party any incentives or encouragement to click on the Advertisement links (including but not limited to displaying "support this site" content);
iii) edit, modify, filter, alter, disable or change the order of the information contained in any Content or Advertisement, or remove, obscure or minimize any advertisement in any way;
iv) redirect a follower or end user away from any Web page accessed by an end user after clicking on any part of an advertisement ("Advertiser Page"), provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the advertisement and the Advertiser Page;v) display any advertisements on any error page, registration or "thank you" page (e.g. a page that thanks an end user after he/she has registered with the applicable Web site);
vi) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, Links or Content Results, or any part, copy, or derivative thereto; vii) act in any way that violates any Program Policies posted on the Crosspollinate's Site, as may be revised from time to time, or any other agreement between You and Company, or engage in any action or practice that reflects poorly on Company or otherwise disparages or devalues Company's reputation or goodwill.
viii) use of Crosspollinate's Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including materials that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. User will not run Maillist, Listserv, any form of auto-responder, or "spam" on Crosspollinate's Site, or any processes that run or are activated while the User is not logged in.
User is responsible for all of its activity in connection with the Services. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account and/or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
You agree that Company may use Your name, logo and avatar in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, and Referral Pages. If You wish to use Crosspollinate's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand" or "Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with a fair use of Crosspollinate's brand. Should You violate the fair use of Crosspollinate's Brand in any kind Company may revoke use of Crosspollinate's Brand. If there is any question about usage, requests for clarification or permission about using Crosspollinate's Brand please contact us electronically.
You agree to indemnify, defend and hold Crosspollinate, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants, contractors and any other third party due to or arising out of User's access to the Site, use of the Services) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Crosspollinate Service, and/or Your breach of any term of this Agreement.
Company makes no guarantee regarding the level of statistics on any Ad or Content result, the timing of delivery of such results, or the amount of any payment to be made to You under this Agreement.
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE CROSSPOLLINATE SERVICE IS AT YOUR OWN RISK. THE SERVICES OFFERED IN THE CROSSPOLLINATE SERVICE ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY OF ITS AFFILIATES, AGENTS OR MERCHANTS MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE CROSSPOLLINATE SERVICE, ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE CROSSPOLLINATE NETWORK OR ANY CROSSPOLLINATE SERVICE. COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE CROSSPOLLINATE NETWORK, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE CROSSPOLLINATE SERVICE OR ANY OTHER CROSSPOLLINATE SERVICE, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY ANY CROSSPOLLINATE SERVICE, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (ii) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY LIABILITY OF COMPANY OR ANY OF ITS AGENTS OR AFFILIATES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE BEEN PAID BY COMPANY FOR YOUR PARTICIPATION IN THE CROSSPOLLINATE SERVICE IN THE PRIOR TWO (2) MONTH PERIOD. IN NO EVENT SHALL COMPANY OR ANY OF ITS AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE CROSSPOLLINATE SERVICE OR ANY BREACH OR ERROR BY COMPANY OR ITS AGENTS OR MERCHANTS, WHETHER OR NOT COMPANY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON SUCH DAMAGES SHALL APPLY WHETHER OR NOT COMPANY IS ABLE TO CORRECT ANY PROBLEM OR ERROR, AND WHETHER OR NOT COMPANY HAS BREACHED ANY WARRANTY OR OBLIGATION, OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY OTHER REMEDY, IT BEING THE INTENTION OF THE PARTIES TO ALLOCATE THE RISK OF SUCH DAMAGES AS PROVIDED HEREIN IN ALL CIRCUMSTANCES, AND YOU ACKNOWLEDGE THAT COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THIS LIMITATION ON SUCH DAMAGES.
We reserve the right, in our sole discretion, to change all or part of these Terms and Conditions and/or other Program Policies related to the Crosspollinate Service, including but not limited to prohibiting certain Site content, changing the basis of compensation and/or changing the payment schedule. We further reserve the right to change or discontinue the Crosspollinate Service altogether. We may make these changes at any time, with or without notice to You. It is Your responsibility to check for changes or updates to these Terms and Conditions or other Program Policies, which we will make available in the Crosspollinate Service portion of our Site. Changes or updates to the Crosspollinate Service or these Terms and Conditions shall be effective immediately upon our posting such changes or updates. Your continued participation in the Crosspollinate Service after such terms have been updated by Crosspollinate will constitute Your acceptance of the then-current Terms and Conditions and conditions and any other policies or guidelines associated with the Crosspollinate Service.
Either party may terminate the Services at any time. You may stop publishing RSS feeds, Content and Advertisements on any Micro-Blog Feed in the Service with or without cause at any time by deleting the feed setup in Your Crosspollinate Account.
You may terminate this Agreement with or without cause at any time by sending written notice of Your desire to cancel Your participation in the Crosspollinate Service to [email protected] Company may ask for further verification of Your notice. This Agreement will be deemed terminated within ten (10) business days of Company's receipt of the verification of Your notice. Company may investigate any activity that may violate this Agreement.
Company may at any time, in its sole discretion, terminate all or part of the Service, terminate this Agreement, or suspend or terminate the participation of any User's Micro-Blog Feed in all or part of the Service for any reason without prior notice or liability. In addition, Company reserves the right to terminate without notice any account (i) that has not generated a sufficient number of valid clicks on Ads measured by Crosspollinate for a period of two (2) months or more, or (ii) in which the User breaches any of the Terms or Conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable.
On termination of Your Agreement, whether by You or us, User's right to use the Services will immediately cease. Further You will receive payments owed to You up to the time of such termination. In addition, all license rights granted to You herein shall terminate immediately, and You shall immediately cease use of any Crosspollinate Materials.
You agree not to disclose Crosspollinate Confidential Information without Company's prior written consent. "Crosspollinate Confidential Information" includes without limitation: (a) all Crosspollinate software, technology, programming, specifications, materials, guidelines and documentation relating to the Service; (b) statistics relating to Micro-Blog Feed performance provided to You in the Crosspollinate Service ; and (c) any other information designated in writing by Company as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of Crosspollinate's gross payments to You pursuant to the Service. Crosspollinate Confidential Information does not include information that has become publicly known through no breach by You or Company, or information that has been (i) independently developed without access to Crosspollinate Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
You acknowledge that Company owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Crosspollinate's ad serving technology, search technology, referral technology, and Brand Features, and excluding items licensed by Company from third parties), and that You will not acquire any right, title, or interest in or to the Service except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Crosspollinate services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Crosspollinate Service or proprietary information related thereto. You will not remove, obscure, or alter Crosspollinate's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Crosspollinate Services, software, or documentation (including without limitation the display of Crosspollinate's Brand Features with Content and Ads Results, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Company may retain and use for its own purposes all information User provides, including but not limited to Micro-Blog Account demographics and contact and billing information. User agrees that Company may transfer and disclose to third parties personally identifiable information about User for the purpose of approving and enabling User's participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than User's own jurisdiction. Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Company disclaims all responsibility, and will not be liable to User, however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not personally identifiable) information about User with advertisers, publishers, business partners, sponsors, and other third parties. In addition, User grants Company the right to access, index, and cache User's Micro-Blog site, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, User grants to Company a non-exclusive license to republish in any medium advertisements, Web pages, banners, interstitials or other content for purposes of marketing Crosspollinate products and Services.
(i) Survival. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement which by their nature should survive termination shall survive any such expiration, termination or cancellation, including, without limitation, intellectual property rights, confidentiality, representations, warranty disclaimers, limitations of liability, survival and governing law.
(ii) Assignment. Only Company may assign its rights or delegate its obligations under this Agreement. This Agreement is not assignable, transferable or sub-licensable by User except with Company's prior written consent. Any such attempt may result in termination of this Agreement, without liability to Company. Notwithstanding the foregoing, Company may assign this Agreement to any affiliate at any time without notice.
(iii) No Third Party Beneficiaries. All rights and obligations of the parties hereunder are personal to them. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
(iv) Independent Contractors. The relationship between Company and You is not one of a legal partnership relationship, but is one of independent contractors. Neither party shall be deemed to be an employee, agent, or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
(v) Governing Law. This Agreement will be governed and construed in accordance with the law of the state of California without regard to the conflict of laws provisions thereof. Any dispute or claim between the parties, whether or not arising out of or in connection with this Agreement, shall be finally settled by binding arbitration in accordance with the International Chamber of Commerce Rules of Arbitration then in effect applying Delaware law by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
(vi) Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
(vii) Entire Agreement. This Agreement, the Exhibits hereto, and the accompanying Registration Form constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof.
(viii) Performance. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
(ix) Severability. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this 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 hereto and has like economic effect.
(x) Section Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
(xi) Territories. THE TERRITORIES FOR WHICH COMPANY OFFERS SERVICES ARE CURRENTLY THE UNITED STATES OF AMERICA("TERRITORIES"). IN ADDITION TO ALL OTHER CRITERIA CONSIDERED BY COMPANY WITH RESPECT TO THE APPLICATION OF A PROSPECTIVE USER, NO USER SHALL BE ADMITTED TO THE CROSSPOLLINATE SERVICE UNLESS SUCH APPLICANT'S MICRO-BLOG FEED IS LOCATED WITHIN THE TERRITORIES AS DETERMINED BY COMPANY IN ITS SOLE DISCRETION. COMPANY MAY MODIFY ITS PARTNER PROGRAM AT ANY TIME TO ALLOW APPLICANTS AND PARTNERS FROM COUNTRIES OTHER THAN THE TERRITORIES ("FOREIGN MICRO-BLOG FEEDS"), BUT SHALL BE UNDER NO OBLIGATION TO DO SO. IN CERTAIN CASES COMPANY MAY ALLOW FOREIGN MICRO-BLOG FEEDS INTO THE CROSSPOLLINATE SERVICE, BUT WILL ONLY PRESENT ADS TO MICRO-BLOG FOLLOWERS FROM THE TERRITORIES.
(xii) Electronic Communications Privacy Notice (18USC 2701-2711). Company makes no guarantee of confidentiality or privacy of any communications or information transmitted on or through Crosspollinate's Site(s), Services or any Web site linked to the Site(s). Company will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company's equipment, transmitted over networks accessed by the Site, or otherwise connected with Subscriber's use of the Services.
Last updated on: 02.21.2013