TERMS OF USE

Membership Agreement

This Membership Agreement governs your membership in the Gallery Traffic Service.com community, allowing you full access to the membership portions of the web site located at www.GalleryTrafficService.com (the "Site"). This Membership Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by Gallery Traffic Service. ("Gallery Traffic Service").

Access and use of the membership portions of the Site are provided by Gallery Traffic Service to you on condition that you accept the terms and conditions of this Membership Agreement and the Terms of Use, and by accessing or using the membership portions of the Site, you agree to the terms and conditions of this Membership Agreement and the Terms of Use. If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership portions of the Site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.

Gallery Traffic Service reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Site. Your continued use of the membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by Gallery Traffic Service as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.

Use of Content

You acknowledge that the Site contains or may contain information, ads, text links, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of Gallery Traffic Service and its affiliates or other third parties (including other members).

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was registered (such as a Content License Agreement).

Content is provided to the Site through members entering into an Ad Seller Agreement, either on an exclusive or non-exclusive basis (each, a "Ad Seller Agreement"). Subject to the provisions of the applicable Ad Seller Agreement, you may post on the Site any Content owned wholly by you. You may register Content only in accordance with the terms of this Membership Agreement and the then applicable Content License Agreement.

Rules of Conduct

You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, you shall not do any of the following:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
• Publish, post, distribute or disseminate any defamatory, infringing, indecent or unlawful material or information.
• Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.
• Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
• Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
• Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Gallery Traffic Service's business.
• Encourage any type of click spamming by artificially inflating click numbers by asking users of your website to click on advertisements placed through the Site or encouraging a user to click on an ad other than when users are actually interested in the product of service that is offered. Click Spamming will result in payment being withheld, loss of revenue from the said clicks, and possible account termination.

Managing Content

Gallery Traffic Service does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, Gallery Traffic Service reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your Member Name. Gallery Traffic Service shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion.

You acknowledge that any screening of Content performed by Gallery Traffic Service to determine Accepted Content is done as a courtesy only.

Gallery Traffic Service. respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Gallery Traffic Service with notice of such infringement in the manner described under Notice and Procedure for Making Claims of Infringement in the Terms of Use.

Confidential Information

You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Gallery Traffic Service and its affiliates, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of Gallery Traffic Service, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.

For the purposes of this Membership Agreement, "Confidential Information" means any and all data, information, ad content, software or materials relating to the business and management of Gallery Traffic Service, its members, affiliates, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

Indemnity

You agree to indemnify, defend and hold Gallery Traffic Service and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Gallery Traffic Service Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees on a solicitor and client basis) incurred by any Gallery Traffic Service Party in connection with:
(i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you;
(ii) or resulting from any communication made or Content uploaded under your Member Name;
(iii) or any breach by you of this Membership Agreement.
Gallery Traffic Service reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Gallery Traffic Service's defense of such claim.

Term and Termination

This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing abuse@gallerytrafficservice.com or by such other means of written notice acceptable to Gallery Traffic Service which enables confirmation of your identity and your intention to terminate.

Gallery Traffic Service, reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site at any time for any reason without prior notice or liability. Gallery Traffic Service may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

Gallery Traffic Service may also terminate or suspend your access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for an extended period of time, as reasonably determined by Gallery Traffic Service.

Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to Gallery Traffic Service under this Membership Agreement or your obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination of this Membership Agreement shall operate without prejudice to the Gallery Traffic Service's rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.

Upon termination of your access to the membership portions of the Site, you agree to forfeit all credits remaining in your account.

Disclaimer and Limitation of Liability

THIS SITE AND THE INFORMATION OR MATERIALS CONTAINED THEREIN ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THIS SITE OR THE SERVERS THAT MAKE MATERIAL AVAILABLE WILL BE OPERABLE, UNINTERRUPTED, VIRUS FREE OR ERROR FREE, OR THAT DEFECTS WILL BE FOUND OR CORRECTED. WE ALSO DO PROVIDE NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, AUTHENTICITY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION, CONTENT, SERVICE OR OTHER MERCHANDISE PROVIDED THROUGH THIS SITE.

YOU ACKNOWLEDGE AND EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK AND DISCRETION. YOU AGREE TO INDEMNIFY US AND HOLD US AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES ABSOLUTELY HARMLESS FROM ANY CLAIM ARISING FROM OR IN ANY WAY CONNECTED TO YOUR USE OF THIS SITE, INCLUDING YOUR POSTING, UPLOADING OR SUBMITTING MATERIALS OR CONTENT TO ANY FORUM OR TO THIS SITE OR YOUR FAILURE TO COMPLY WITH THESE TERMS AND CONDITIONS OF USE. IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE TO ANY PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS THAT RESULT FROM YOUR USE OF, OR YOUR INABILITY TO USE, THIS SITE OR MATERIALS OR FUNCTIONS ON THIS SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN TORT, NEGLIGENCE, STATUTE, CONTRACT, COMMON LAW, EQUITY OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING THIS SITE.

Governing Law and Jurisdiction

This Site is controlled by us from our offices within the Province of Ontario, Canada, and is intended for users who reside within Canada. We make no representation that materials on this Site are appropriate or available for use in any particular location. Those who choose to visit and use this Site do so on their own initiative and are responsible for compliance with local laws.

These terms and conditions of use shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard or giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms and conditions of use shall be filed only in the provincial or federal courts located in Toronto, Ontario, and you hereby consent and submit to the exclusive personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms and conditions of use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions of use and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties.

English shall be the language of this Site, and all transactions occurring in connection with this Site, and the parties waive any right to use and rely upon any other language, or translations. Il est de la volonté express des parties que le présent site et tous les affairs qui s'y rapportent soient rédigés en langue anglaise, exception faite des documents pour lesquels la loi exige l'usage exclusif du français.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You agree to be responsible for all of your use of the Site (as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Site under your name or account.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

Gallery Traffic Service's failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.

If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without Gallery Traffic Service's prior written consent. Gallery Traffic Service may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

The parties have requested that this Membership Agreement and all documents relating thereto be drawn up in English.

Contact

If you have concerns relating to the Site or this Membership Agreement, please contact Gallery Traffic Service at abuse@gallerytrafficservice.com or via phone at 1(866) 755-2372.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND GALLERY TRAFFIC SERVICE, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND GALLERY TRAFFIC SERVICE RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.

Notice and Procedure for Making Claims of Copyright Infringement.

It is the policy of Gallery Traffic Service to respond to claims of intellectual property infringement on sites it owns. Gallery Traffic Service will promptly process and investigate notices of alleged infringement on sites it owns and will take any actions, in its sole discretion, it deems appropriate. Notifications of claimed copyright infringement should be sent to abuse@gallerytrafficservice.com

To be effective, the notification of infringement must be a written communication that includes the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law and;

6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.