Terms of Service

THE FOLLOWING DESCRIBES THE TERMS OF SERVICE ON WHICH LINKXL™OFFERS YOU ACCESS TO OUR SERVICES (the "User Agreement").

PLEASE READ

Thank you for taking the time to read the LinkXL™ Terms of Service User Agreement. This Agreement describes the terms and conditions applicable to your use of our services at LinkXL™. If you have any questions please contact legal@linkxl.com.

LinkXL™ is a wholly owned and operated by LinkXL LLC. All rights and protections detailed here for LinkXL™apply to both LinkXL™ and LinkXL LLC. LinkXL™ is patent pending.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall automatically be effective immediately once they posted on our site. This agreement was last revised on June 25, 2007. Please check back from time to time to be sure you are complying with the current version.

LinkXL™ Membership Rules and Requirements

1. Individuals that are in anyway affiliated with, agents of, work for, or employed of a third party vendor, for, or by any Internet Search organization may not register to use this site in any way.
2. Sites advocating hate, discrimination or facilitating illegal actions are not allowed use LinkXL™.
3. By using this site you agree to abide by all dispute resolutions related buying or selling text links with other member websites through the LinkXL™ website.
4. You agree that LinkXL™ has the right to terminate your membership with LinkXL™ at anytime, for any reason without formal notice.

LinkXL™ is Only a Venue

1.1 Overview: LinkXL™acts as the venue for sellers to list text link ads and advertisers to buy html text link advertising. It is up to you, the user of this website to decide the quality, safety or value of the text link ads and link ad sellers and buyers. LinkXL™ provides a patented, simple way for sellers to sell text ads and advertisers to buy text ads.

1.2 At your own risk: Transactions conducted with other members of the LinkXL™ website are conducted entirely at your own risk. You agree that LinkXL™ takes no responsibility and you hold LinkXL™ harmless from any litigation or financial obligation for any misconduct of any of its users including without limitation, members that have registered under false pretences or any attempts by members to defraud other members. LinkXL™ gives no warranties as to the content, safety, description or legality of the items that are listed on the site, or the ability of members to complete a transaction. Buyers agree to hold LinkXL™ harmless should Seller's activity be in any way be improper, either with regard to the link or with regard to the sale of the link, and any outcomes outside of the LinkXL™ software from any outside third-party. Furthermore you agree that LinkXL™ gives no guarantees or warranties as to the use of the LinkXL™ system for the effect of utilizing the LinkXL™ system to gain search engine rankings in any way shape or form.

1.3 Disclaimer: You expressly understand and agree that:

To the fullest extent permitted by law, LINKXL™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, LinkXL™ disclaims all guarantees regarding positioning, levels, quality, or timing of:

(i) costs per html link
(ii) click through rates
(iii) availability and delivery of any html link on any Partner Property, LinkXL™ Property, or section thereof
(iv) clicks
(v) conversions or other results for any html link
(vi) the accuracy of Member / Publisher data (example: purported characteristics of website statistics, traffic, third party web traffic measurements or ranking systems and audience)
(vii) the adjacency or placement of ads within a Member / Publisher. Member's exclusive remedy, and LinkXL™ 's exclusive liability, for suspected invalid html links is for Member to make a claim for a refund in the form of advertising credits for use on the LinkXL™ system.. Any refunds for suspected invalid html links are within LinkXL™ 's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND MEMBER'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO MEMBER'S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND

(b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO LINKXL™ BY MEMBER FOR THE LINK GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

a. Your use of LinkXL™ is provided "as is" and at your option and risk. To the extent permitted by law LinkXL™ expressly disclaims all conditions or warranties, which would otherwise be implied into these terms and conditions, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, and non-infringement.

b. LinkXL™ makes no warranty that i) the services provided will be uninterrupted, timely, secure, or error free, ii) that the information provided on the web site is error-free or reliable, iii) the quality of any items obtained pursuant to the services provided by LinkXL™ will meet your requirements.

c. No advice or information that is obtained by you from LinkXL™ or any member or otherwise shall create any warranty not expressly stated in the Terms and Conditions.

d. You hereby agree that we are not responsible for any loss or damage however caused (including through negligence) which you may directly or indirectly suffer in connection with your use of this web site, software or any member, nor is LinkXL™ responsible for any such loss arising out of your use or reliance on information contained on or accessed through this web site, nor are we responsible for the conduct of other members or third parties.

e. You agree that there are no warranties in relation to items sold or purchased pursuant to the services provided by LinkXL™. You acknowledge that we make no representation as to the ownership of title in links sold, or as to the ability of either a buyer or seller to complete a transaction.

f. LinkXL™ reserves the right to terminate their relationship with any advertiser or publisher, without notice for any reason at any time.

Fees and Services
2.1 A membership with LinkXL™ is free although could change without notice at any time. LinkXL™ Fees Policy for sellers is available in the Fees and Credits policy page. We may change our Fees and Credits Policy and the fees for our services at any time. Our changes to the policy are effective after we provide you with at least three (3) days notice of the changes by posting the changes on the LinkXL™ website in the News page. However, we may choose to temporarily change our Fees and Credits Policy and the fees for our services for promotional events (for example, promotional discounts) and such changes are effective when we post the temporary promotional event on the LinkXL™ website.

Member shall be responsible for all charges up to the amount of each html link purchase, or as set in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Member shall pay all charges in accordance with the payment terms in the applicable Program FAQ. Member is responsible for paying (a) all taxes, government charges, and (b) all members of non-US foreign soil will have to provide proof of US TIN via fax to 248-582-9212 before any LinkXL™ payments are issued to them and all payments will be held until such tax TIN proof is provided to LinkXL™ or forfeited to LinkXL™ after a period of 120 days after account creation, (c) reasonable expenses and attorneys fees LinkXL™ incurs collecting late or contractual payments. To the fullest extent permitted by law, Member waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid html links) unless claimed within 30 days after the charge (this does not affect Member's credit card issuer rights). Charges are solely based on LinkXL™'s measurements for the applicable contract, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of LinkXL™ and only in the form of advertising credit for only LinkXL™ Properties. Nothing in these Terms or html link purchase may obligate LinkXL™ to extend credit to any party. Member acknowledges and agrees that any credit card and related billing and payment information that Member provides to LinkXL™ may be shared by LinkXL™ with companies who work on LinkXL™'s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to LinkXL™ and servicing Member's account. LinkXL™ 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. LinkXL™ shall not be liable for any use or disclosure of such information by such third parties.

When you list or buy an html link advertisement you have an opportunity to review and accept the fees that you will be charged for the advertising and use of the LinkXL™ services. LinkXL™ may in our sole discretion change some or all of our services at any time without notice. In the event LinkXL™ does introduce a new service, the fees for that service are effective at the launch of the service.

2.2 Safe Trading. Because user authentication on the Internet is difficult, LinkXL™ cannot and does not confirm each user's purported identity. We also encourage you to communicate directly with potential advertising partners through our on-site messaging system located in the member menu.

2.3 Release. In the event that you have a dispute with one or more other members, you release LinkXL™ (and its officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes and/or outcomes or resolutions.

2.4 Information Control. LinkXL™ does not control the information provided by other members which is made available through our system. You may find information provided by other members to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using LinkXL™. Please note that there are also risks of dealing with foreign nationals, underage persons or people acting under false pretense.

Service Availability
3.1 LinkXL™ services are available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors. If you do not qualify, please do not use our services. Further, our services are not available to temporarily or indefinitely suspended LinkXL™ members.

Buying HTML Text Link Ads
4.1 All your domains and or pages you buy HTML text links for must be listed in an appropriate category. LinkXL™ reserves the right to edit any member html link category at any time without notice.

4.2 Buying HTML Links: You agree that your HTML links will not be placed until you agree to the terms and condition of LinkXL™ and payment in full for the HTML text ads you purchase are received, reviewed and processed by LinkXL™.

4.3 Renewals of HTML Links. It is your (the Members) responsibility to keep your billing information correct. On the last day of each month, you will be bill for the following month’s link ad renewals. If LinkXL™ can not bill you and collect the appropriate advertising fees for your text link ad renewals, your links will be taken down and held in a repository. LinkXL™ will attempt to reprocess your fees after 2 days. If your billing process fails your html links will be removed from your advertisers sites and the words returned to the LinkXL™ inventory.

Selling HTML Text Link Ads
5.1 All of your domains and or pages must be listed in an appropriate category. LinkXL™ reserves the right to edit any Member html link category at any time without notice.

5.2 Selling HTML Text Link Ads. If you sell html text link ads to an advertiser, you agree that the ad will have a minimum 90% up-time (web server and site) or the advertiser will not be charged for the ad for that month. LinkXL™ reserves the right to suspend or terminate Members with ongoing html link uptime of less the 95% on a concurrent basis.

5.3 Fraud. Without limiting any other remedies, LinkXL™ may suspend or terminate your account if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with the LinkXL™ services.

Your Information
"Your Information" is defined as any information you provide to LinkXL™ or other members in the registration, listing process, in any public message area or through any email feature. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information. For privacy issues regarding your personal information, please see our Privacy Policies.

With respect to Your Information:
6.1 Your Information (or any items listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be posted only in the Adult category and shall be distributed only to people legally permitted to receive such content; (g) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and (i) shall not link directly or indirectly to or include descriptions of goods or services that: (aa) are prohibited under this Agreement; (bb) are identical to other items you have up for sale or rent (cc) are concurrently listed for sale or rent on a web site other than LinkXL™; or (dd) you do not have a right to link, place to or include in the publishing website code framework. Furthermore, you may not list any item on our website (or consummate any transaction that was initiated using our service) that, could cause LinkXL™ to violate any applicable law, statute, ordinance or regulation, or that violates our current Prohibited, Questionable and Infringing Items.

6.2 Solely to enable LinkXL™ to use the information you supply us with, so that LinkXL™ is not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. LinkXL™ will only use Your Information in accordance with our Privacy Policy.

Internal User Messaging
7.1 LinkXL™ and its Members will not tolerate any spam via the Internal User Messaging system. Further, you are not licensed to add any LinkXL™ Member, even one with whom you have transacted, to your mail (email or physical) or telephone list without their express consent after adequate disclosure through the LinkXL™ software system.

7.2 If you send user messages, or if third parties such as other members send us correspondence about your activities postings, or user messages on the site, LinkXL™ may collect such information into a file specific to you to be used for any proceedings.

7.3 LinkXL™ monitors and uses the internal user messaging system information to support Member inquiries, settle disputes, enforce this User Agreement and troubleshoot technical difficulties should they arise. LinkXL™ reserves the right to look across multiple member accounts to identify problems, resolve disputes, and evaluate for infringements upon our Terms of Use, Privacy and any other site policies.

Access and Interference
LinkXL™ contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the LinkXL™ site or any merchant purchase including html text link advertisements being conducted on our web site. You agree that you will not take any html text link that imposes any cpu load on our infrastructure. Information on our site is updated in real time and is proprietary or is licensed to LinkXL™ by our members or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Your Information) from our website without the prior expressed written permission of LinkXL™ or the appropriate third party. The LinkXL™ system is patent pending.

Communications Policy
LinkXL™ has a no-spam email policy, however, email communication with members is critical to site operations. You should expect to receive LinkXL™ news and system updates on an as-needed basis. If you choose to opt-out of all email communications, you will need to log into the site on a regular bases to be aware of important web site communications.

Breach
Without limiting other remedies, LinkXL™ may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your actions may cause legal liability for you, our members, any third party or LinkXL™ .

Privacy
LinkXL™ is dedicated to building trust in the Internet. Our current Privacy Policy can be found in Privacy Policy section.

No Warranty
WE PROVIDE OUR WEB SITE AND SERVICES " AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE DO NOT WARRANT YOUR SATISFACTION WITH THE PURCHASED HTML LINK(S) OR ANY RANKINGS THEREOF PROVIDED BY THIRD PARTIES. BUYERS ENGAGE IN THE ACTIVITY AND THE PURCHASE OF HTML LINK(S) AT THEIR OWN RISK. Some geographical locations do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from state, region, province, country or other governing body of land.

Indemnity
Member shall indemnify and defend LinkXL™, its Members, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Member's Program use, Targets, Creative and Services and breach of the Agreement. Partners shall be deemed third party beneficiaries of the above Member indemnity.

"Without limiting the foregoing, under no circumstances shall LinkXL™ be held liable for any delay or failure in the completion of html link placement, resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, LinkXL™ system failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or lack of auction completion due to loss or fluctuations in heat, electricity, or air conditioning."

Legal Compliance
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your bidding on, listing, purchase, solicitation of offers to purchase, and sale of items in your country or location of physical purchase.

No Agency
You and LinkXL™ are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices
Except as explicitly stated otherwise, any notices shall be given by postal mail to LinkXL™ Attn: Legal Department 316-1/2 South Main St. Suite 204 Royal Oak, MI 48067. 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 notice by certified mail, postage prepaid and return receipt requested, to the address provided to LinkXL™ during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

Arbitration
Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Detroit, Michigan and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or LinkXL™ may seek any interim or preliminary relief from a court of competent jurisdiction in Detroit necessary to protect the rights or property of you or LinkXL™ pending the completion of arbitration.

Additional Terms
The following documents are incorporated by reference:

9.1 Our Privacy Policy is in the support knowledgebase.
9.2 Our Outage Policy is available in our Terms of Use.
9.3Our Refund Policy is available in the Terms of Use.

Miscellaneous. THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LINKXL™ PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF OAKLAND COUNTY, MICHIGAN, USA, AND LINKXL™ AND MEMBER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Member may grant approvals, permissions, extensions and consents by email, but any modifications by Member to the Agreement must be made in a writing executed by both parties. Any notices to LinkXL™ must be sent to LinkXL™ LLC, 316-1/2 South Main St., Suite 204, Royal Oak, Michigan, USA, with a copy to Legal Department, via confirmed facsimile, with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Member may not assign any of its rights hereunder and any such attempt is void. LinkXL™ and Member and LinkXL™ and Partners are not legal partners or agents, but are independent contractors. In the event that these Terms or a Program expire or is terminated, LinkXL™ shall not be obligated to return any materials to Member. Notice to Member may be effected by sending an email to the email address specified in Member's account, or by posting a message to Member's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in Member's LinkXL™ Member interface).

LINKXL™ and its logo and service marks are registered trademarks of InConTXT LLC.

Spend $100 and Get $10
This weekend only - spend $100 with LinkXL and we'll deposit $10 in your account…
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18 April 2008