Terms & Conditions



Cubeklix is a service offered by Heptacube Inc., a company registered by virtue of applying laws in Canada and in the province of Quebec. Our offices are at 423 av. Viger, Montreal, Québec, Canada H2L 2N9


PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR CUBEKLIX ADVERTISING SERVICES. PARTICIPATION IN THE CUBEKLIX ADVERTISING SERVICES SIGNALS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE CUBEKLIX ADVERTISING SERVICES.

This agreement ("Agreement") between You ("You" or "Your" or "Yours") and Heptacube Inc. ("Company") consists of these Cubeklix Advertising Services (the "Services") Terms of Use ("Terms of Use"). A description of the Services, as generally offered by Cubeklix, is available at the Services Frequently Asked Questions ("FAQ") URL, located at http://cubeklix.com/faq.php, or such other URL as Heptacube may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

Cubeklix (the "Site") may change its Terms of Use from time to time at Heptacube's sole discretion. Cubeklix encourages visitors to frequently check this page for any changes to its Terms of Use. Your continued use of this site after any change in this Terms of Use will constitute your acceptance of such change. The updated version of our Terms of Use is always available at the bottom of our Web pages under the "Terms of Use" hypertext link.

ACCESS TO THE SERVICESTop

Subject to the Terms of Use of this Agreement, Company may offer to provide certain services that relate to facilitating the purchase and sale of Internet advertisements by bringing together Internet advertisers and publishers and which are selected by You through the process provided on the site ("Services"). Company may change, suspend or discontinue the Services (or Subscriber's access thereto) at any time, including the availability of any feature, advertisement, publisher or content, without notice or liability. Company reserves the right, at its discretion, to refuse to allow access to the Services to any applicant at any time. You certify to Company that if You are an individual (i.e., not a corporation) You are at least 18 years of age. You also certify that it is legally permitted to use the Services and access the site, and take full responsibility for the selection and use of the Services. This Agreement is void where prohibited by law, and the right to access the site is revoked in such jurisdictions.

USE OF SERVICESTop

Through its network of Web properties, Company provides You with access to a variety of sites on which to advertise using Cubeklix Services. Any site on which ads may appear (heptacube.com, heptacube.ca, heptacube.us, ground418.com, viaroot.com, lightmans.com, nightmans.com, diffpuppy.com, graphotron.com, klix3.com, whois.heptacube.com, wiki.heptacube.com, mrtg2.heptacube.com, finance.heptacube.com, hep.tacu.be, sslcube.com, genitura.com) is the property of Heptacube Inc. and may not be altered freely.

You agree to comply with the technical specifications provided by Company to enable proper display of the advertisements in connection with the Services, including without limitation by not modifying the programming provided to Subscriber by Company in any way.

Subscriber 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 Your use of the Services.

CONTENTTop

The Site and its contents are protected by Canadian and international copyright laws and are intended solely for the use of Company subscribers and may only be used in accordance with the terms of this Agreement in connection with authorized use of the Services. All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any advertising or other content made available or submitted by any advertiser and any website or other content published by or associated with any publisher. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services. You acknowledge and agree that if You use any of the Services to contribute or make available Content, Company is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) and to allow others to do so in connection with the Services and the Site.

You (whether a publisher, advertiser or otherwise) warrants, represents and agrees that it will not contribute, submit or make available through the Services, or use the Services in connection with, any Content that is infringing, libelous, defamatory, obscene, abusive, offensive or otherwise violates any law or right of any third party.

If You are a publisher, You shall not, and shall not authorize or encourage any third party to:

(i) generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software;

(ii) edit, modify, filter or change the order of the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way

(iii) redirect an 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; or

(iv) display any advertisements on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable website.

Company reserves the right to remove any Content from the Site at any time, or to terminate Your right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Company is concerned that Subscriber may have breached the terms of this paragraph), or for no reason at all. You are responsible for all of its activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Your right to use the Services or to access the Site. Use of the 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. You will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

DISCLAIMERSTop

Subscriber acknowledges and agrees that Company has no special relationship with or fiduciary duty to Subscriber and that Company has no control over, and no duty to take any action regarding: which users gains access to the Site or Services; what Content Subscriber accesses or receives via the Site or Services; what Content other subscribers may make available, publish or promote in connection with the Services; what effects any Content may have on Subscriber or its users or customers; how Subscriber or its users or customers may interpret, view or use the Content; what actions Subscriber or its users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Services.

Further:

(i) if Subscriber is a publisher, Subscriber specifically acknowledges and agrees that Company has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any advertiser, and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber, and

(ii) if Subscriber is an advertiser, Subscriber specifically acknowledges and agrees that Company has no control over any Content that may be available or published on any publisher website (or otherwise), and that Subscriber is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Subscriber.

Subscriber releases Company from all liability in any way relating to Subscriber's acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Site or Services. The Site may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Site or Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services. Company makes no guarantee regarding the level of impressions of or clicks on any advertisement, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Subscriber in connection with the Services.

THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

REGISTRATION AND SECURITYTop

As a condition to using Services, Subscriber may be required to register with Company and select a password and Subscriber name ("E-Mail"). Subscriber shall provide Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not

(i) select or use as an E-Mail a name of another person with the intent to impersonate that person;

(ii) use as an E-Mail a name subject to any rights of a person other than Subscriber without appropriate authorization;

(iii) register for the Services using more than one E-Mail.

Company reserves the right to refuse registration of, or cancel a Company User ID in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's Company password.

INDEMNITYTop

Subscriber will indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Subscriber's access to the Site, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITYTop

IN NO EVENT SHALL COMPANY BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES

(I)FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY SUBSCRIBER THEREFOR; OR

(II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER.

FEES AND PAYMENTTop

Some of the Services require payment of fees. Subscriber shall pay all applicable fees, as described on the Site in connection with such Services selected by Subscriber. Company reserves the right to change its price list and to institute new charges at any time, upon prior notice to Subscriber, which may be sent by email or posted on the Site.

If Subscriber is a publisher, Subscribershall receive as payment a percentage of the sale price of advertisements displayed in connection with Subscriber's website as determined by Company for Subscriber's use of the Services. Subscriber's payable revenue shall be determined on the first day of each month, on which day those revenues accrued to Subscriber's account sixty (60) or more days earlier shall become eligible to be paid. Payments to Subscriber shall be sent by Company within approximately ten (10) days of the previous calendar month end, if Subscriber's earned balance is greater than or equal to Subscriber's minimum check amount. If Subscriber's earned balance is less than Subscriber's minimum check amount, no check shall be sent and the Company shall make the aforesaid determination anew on the first day of the following month.In addition, if Subscriber is a publisher, Subscriber agrees that:

(i) any payments that may become due to Subscriber (as described on the Site) are specifically conditioned upon Company's receipt of full payment from the applicable advertiser, and that any such payments do not become due to Subscriber until 60 days after Company's receipt of full payment from the applicable advertiser, and

(ii) if Company does not receive the applicable payment in full from any such advertiser, or Company's payment from advertiser is later reversed at any time, Company shall have no liability or responsibility to Subscriber (and Subscriber hereby releases Company) with respect thereto.

If Subscriber disputes any payment made in connection with the Services, Subscriber must notify Company in writing within thirty (30) days of any such payment. Failure to so notify Company shall result in the waiver by Subscriber of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Company. No other measurements or statistics of any kind shall be accepted by Company or have any effect under this Agreement. Company shall not be liable for any payment based on:

(i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Company;

(ii) advertisements delivered to end users whose browsers have JavaScript disabled; or

(iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Subscriber for any applicable pay period.

Company reserves the right to withhold payment or charge back Subscriber's account due to any of the foregoing or any breach of this Agreement by Subscriber. In addition, if Subscriber is past due on any payment to Company in connection with the Services, Company reserves the right to withhold payment until all outstanding payments have been made. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with Subscriber's account and Company User ID. For Canadian taxpayers, this information includes without limitation a valid Canadian tax identification number and a fully-completed Form W-9. For non-Canadian taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have Canadian activities or a fully-completed Form W-8 or other form, which may require a valid Canadian tax identification number, as required by the Canadian tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. All payments to Subscriber are contingent upon, and will be made pursuant to Company's publisher payment policies, as they may be updated from time to time by the Company in its sole discretion. Without limiting the generality of the foregoing, Publisher acknowledges and agrees that checks payable to Publisher that are not cashed within 180 days from the date of issuance will be cancelled by Company and will not be reissued, and in the event of such cancellation, Publisher irrevocably waives any right to payment of amounts represented by such checks. Subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with Subscriber's use of the Services. Note: Cubeklix may debit any account to set-off a negative balance in another account, or to pay any amounts that are past due for a period of 180 Days.

CONFIDENTIALITYTop

Subscriber agrees not to disclose Company Confidential Information without Company's prior written consent. "Company Confidential Information" includes without limitation:

(i) all Company software, technology, programming, technical specifications, materials, guidelines and documentation Subscriber learns, develops or obtains that relate to the Services or the Site;

(ii) click-through rates or other statistics relating to Site performance in the Services provided to Subscriber by Company; and

(iii) any other information designated in writing by Company as "confidential" or any designation to the same effect.

"Company Confidential Information" does not include information that has become publicly known through no breach by Subscriber or Company, or information that has been:

(a) independently developed without access to Company Confidential Information as evidenced in writing;

(b) rightfully received by Subscriber from a third party; or

(c) required to be disclosed by law or by a governmental authority

INFORMATION RIGHTSTop

Company may retain and use for its own purposes all information Subscriber provides, including but not limited to Site demographics and contact and billing information. Subscriber agrees that Company may transfer and disclose to third parties personally identifiable information about Subscriber for the purpose of approving and enabling Subscriber's participation in the Services, including to third parties that reside in jurisdictions with less restrictive data laws than Subscriber's own jurisdiction. Company disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. Company may share aggregate (i.e., not personally identifiable) information about Subscriber with advertisers, publishers, business partners, sponsors, and other third parties. In addition, Subscriber grants Company the right to access, index, and cache Subscriber's website, or any portion thereof, including by automated means including Web spiders or crawlers. Additionally, Subscriber grants to Company a non-exclusive license to republish in any medium advertisements, web pages, banners, interstitials or other content for purposes of marketing Company products and Services.

TERMINATIONTop

Either party may terminate the Services at any time by notifying the other party by any means. Company may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable and non-cancelable. Upon termination of the Subscriber's account, Subscriber's right to use the Services will immediately cease and Subscriber will remove all Company HTML code from Subscriber's websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability.

REPRESENTATIONS AND WARRANTIESTop

Subscriber represents and warrants that

(i) Subscriber is the owner of each website Subscriber designates in connection with the use of Services or that Subscriber is legally authorized to act on behalf of the owner of such website for the purposes of this Agreement, and

(ii) Subscriber has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Subscriber hereunder.

Subscriber further represents and warrants that each of Subscriber's websites and any material displayed therein:

(a) comply with all applicable laws, statutes, ordinances and regulations;

(b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and

(c) are not hate-related in content.

MISCELLANEOUSTop

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company's reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Company's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the province of Quebec without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts sitting in Montreal, Quebec, Canada and waive any objection they may have to such jurisdiction, including on the ground that it is an inconvenient forum for the resolution of a dispute hereunder. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Company in any respect whatsoever.

Privacy PolicyTop

Like most website operators, Cubeklix collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Cubeklix's purpose in collecting non-personally identifying information is to better understand how Cubeklix's visitors use its website. From time to time, Cubeklix may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.

Cubeklix also collects potentially personally-identifying information like Internet Protocol (IP) addresses. Cubeklix does not use such information to identify its visitors, however, and does not disclose such information, other than under the same circumstances that it uses and discloses personally-identifying information, as described below.

Gathering of Personally-Identifying InformationTop

Certain visitors to Heptacube's (including Cubeklix) websites choose to interact with Heptacube in ways that require Heptacube to gather personally-identifying information. The amount and type of information that Heptacube gathers depends on the nature of the interaction. For example, we ask visitors who sign up for an account at cubeklix.com to provide a username and email address. Those who engage in transactions with Cubeklix " by purchasing advertisement for example " are asked to provide additional information, including as necessary the personal and financial information required to process those transactions. In each case, Cubeklix collects such information only insofar as is necessary or appropriate to fulfill the purpose of the visitor's interaction with Cubeklix. Cubeklix does not disclose personally-identifying information other than as described below. And visitors can always refuse to supply personally-identifying information, with the caveat that it may prevent them from engaging in certain website-related activities.

Protection of Certain Personally-Identifying InformationTop

Heptacube discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that

(i) need to know that information in order to process it on Heptacube's behalf or to provide services available at Heptacube's websites, and

(ii) that have agreed not to disclose it to others.

Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using Heptacube's websites, you consent to the transfer of such information to them. Heptacube will not rent or sell potentially personally-identifying and personally-identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, Heptacube discloses potentially personally-identifying and personally-identifying information only when required to do so by law, or when Heptacube believes in good faith that disclosure is reasonably necessary to protect the property or rights of Heptacube, third parties or the public at large. If you are a registered user of an Heptacube website and have supplied your email address, Heptacube may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with Heptacube and our products and services. We primarily use our blogs to communicate this type of information, so we expect to keep this type of email to a minimum. If you send us a request (for example via a support email or via one of our feedback mechanisms), we reserve the right to publish it in order to help us clarify or respond to your request or to help us support other users. Heptacube takes all measures reasonably necessary to protect against the unauthorized access, use, alteration or destruction of potentially personally-identifying and personally-identifying information.

CookiesTop

A cookie is a string of information that a website stores on a visitor's computer, and that the visitor's browser provides to the website each time the visitor returns. Heptacube uses cookies to help identify and track visitors, their usage of Heptacube websites, and their website access preferences. Heptacube visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using Heptacube's websites, with the drawback that certain features of Heptacube's websites may not function properly without the aid of cookies.

Privacy Policy ChangesTop

Although most changes are likely to be minor, Heptacube may change its Privacy Policy from time to time, and in Heptacube's sole discretion. Heptacube encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.

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