Terms And Conditions / Membership Agreement

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS AND MEMBERSHIP AGREEMENT, OUR PRIVAVCY POLICY AND THE FAQ BEFORE JOINING THE RADIUX ONLINE PROGRAM. PARTICIPATION IN THE RADIUX ONLINE PROGRAM INDICATES THAT YOU ACCEPT THIS MEMBERSHIP AGREEMENT. IF YOU DO NOT ACCEPT THIESE TERS AND CONDITIONS AND MEMBERSHIP AGREEMENT, YOU MUST NOT JOIN OR PARTICIPATE IN THE RADIUX ONLINE PROGRAM.

This agreement ("Agreement") between You and RADIUX ("RADIUX") consists of the RADIUX Online Program (the " Program ") Standard Terms and Conditions (" Terms and Conditions "). A description of the Program, as generally offered by RADIUX, is available at the Program Frequently Asked Questions (" FAQ ") URL, located at http://www.radiux.com/faq.php. "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.

• Program Participation. Participation in the Program is subject to RADIUX prior approval and Your continued compliance with the User Policies (" User Policies "). RADIUX reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by RADIUX (including by electronic mail).

• Prohibited Uses. You may not authorize or encourage any third party to: (a) directly or indirectly generate Referral Events, or clicks on any Ad, Link, Search Result, or Referral Button through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated software tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (b) edit, modify, filter or change the order of the information contained in any Ad, Link, Ad Unit, Search Result, or Referral Button, or remove, obscure or minimize any Ad, Link, Ad Unit, Search Result, or Referral Button in any way; (c) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad (" Advertiser Page "), any Search Results Page, or any Referral Page; (d) redirect an end user away from any Advertiser Page, Search Results Page, or Referral Page; provide a version of the Advertiser Page, Search Results Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page, Search Results Page, or Referral Page; intersperse any content between the Ad and the Advertiser Page, between the page containing the Search Box and the Search Results Page, or between the Referral Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, from the page containing the Search Box to the Search Results Page, or from the Referral Button to the Referral Page; (e) display any Ad(s), Link(s), or Referral Button(s) on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (f) directly or indirectly access, launch, and/or activate Ads, Links, Search Results, or Referral Buttons through or from, or otherwise incorporate the Ads, Links, Search Results, or Referral Buttons in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement (e.g., while Search Results may be indirectly accessed from Your Site(s), they may only be displayed on the appropriate RADIUX-hosted Web page); (g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, Links, Search Results, or Referral Events, or any part, copy, or derivative thereto; (viii) act in any way that violates any Program Policies posted on the RADIUX Web Site, as may be revised from time to time, or any other agreement between You and RADIUX (including without limitation the RADIUX AdWords program terms), or engage in any action or practice that reflects poorly on RADIUX or otherwise disparages or devalues RADIUX's reputation. 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 or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

• The Referral Program. If You are accepted to become a Member, You meet all the requirements set forth in this Membership Agreement, and You read, understand, and accept all of the terms and conditions of the Membership Agreement, You may refer other people to become members of RADIUX ("Your Referrals"). If You and Your Referrals become participants other RADIUX programs or services (subject to the discretion of RADIUX, subject to the terms and conditions of the required service agreements and subject to Your Referrals and Extended Referrals acceptance of and compliance with required agreements), You may be entitled to receive certain benefits. No benefits are available to You or any other members for referral of third party businesses or individuals to RADIUX.

• Confidentiality. You agree not to disclose RADIUX Confidential Information without RADIUX's prior written consent. "RADIUX Confidential Information" includes without limitation: (a) all RADIUX software, technology, programming, specifications, materials, guidelines and documentation relating to the any RADIUX programs and offerings; and (b) any other information designated in writing by RADIUX as "Confidential" or an equivalent designation. Confidential Information does not include information that has become publicly known through no breach by You or RADIUX, or information that has been (i) independently developed without access to RADIUX 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.
Your password and account are individually assigned to You and are not transferable. You must not allow anyone else to use your password or account. You may not use any other person's password or account or act to accrue earnings for any other person's account. You are responsible for keeping your password secret, and You are responsible for any activity engaged by any person using your password, membership ID, or account. RADIUX is not liable for any loss or damage caused by any disclosure of your password or account. You may only create an account for yourself and may not establish an account on behalf of anyone else.

• Privacy. Our goal is to take advantage of the latest technology - such as Voice over IP - to enable businesses and consumers to interact with each other in highly personalized ways without forfeiting the privacy of the parties. This document provides an outline of our privacy-related practices, the terms of which are integral to this Membership Agreement. Your Membership and participation in other services is conditioned upon your agreement to these provisions.
functions may not operate properly and RADIUX may have difficulty rendering services to you.
As part of your Membership, You agree that RADIUX may use your email address to verify your identity, to protect against misrepresentation of your identity and to contact You with updates about your account, new products and services, and company information. If You participate in other services, we will use the residence address information to mail your check to You and to verify your location for tax purposes. We use URL information We collect to help direct advertising to You that is more likely to be of interest to You. We may use your IP address to help diagnose technical problems and to administer our website and other services. As We aggregate this type of information about all of our members, We offer aggregated, anonymous summaries to our advertisers and other third parties so that they can learn what products and services are most popular to consumers, but We do not disclose our members' personally identifiable information to these third parties.
Part of the process We use to serve advertisements may involve use of a "cookie." A cookie is a piece of code or software that is stored on your computer. It helps RADIUX and our advertising services track the frequency and placement of advertisements. You my decline cookies, as asked by your browser. However, certain

• Fees. Unless you received a free account as a Beta tester or your are subscribed under a onetime lifetime membership, you may be required to pay a monthly or annual membership.If for any reason RADIUX is not able to take the payment from the Payment Method member has on file and member fails to respond to RADIUX's notices, RADIUX will suspend member's account and any website and domain name registration on behalf of the member may expire. It is member's responsibility to provide RADIUX with up-to-date payment information, which includes the expiration date if using a credit card. member agrees to notify RADIUX at least seven (7) business days in advance to any billing period when any of the information provided as part of the application and/or registration process changes. It is member's responsibility to keep this information in a current and accurate status. Failure by member, for whatever reason, to provide RADIUX with accurate and reliable information on an initial and continual basis, shall be considered to be a material breach of this agreement. Failure by member, for whatever reason, to respond within five (5) business days to any inquiries made by RADIUX to determine the validity of information provided by member, shall also be considered to be a material breach of this agreement. If for any reason RADIUX is unable to charge member's Payment Method for the full amount owed RADIUX for the service provided, or if RADIUX is charged an additional fee for any fee it previously charged to member's Payment Method, member agrees that RADIUX may pursue all available remedies in order to obtain payment; the minimum amount for any charge backs is $50. member agrees that among the remedies RADIUX may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to member of any domain names registered or renewed on member's behalf. RADIUX reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for member (incl. credit card charges and PayPal charges).

• Payments. You may receive payments related to the certain online activity such as valid clicks on Ads, valid impressions of Ads, and/or valid completions of other Referral Events initiated through RADIUX participants. Unless otherwise specified, commission partners will pay any commission earned directly to you. RADIUX or the the commission partner shall pay out earned balances that are $50 or more per request through the user panel. Notwithstanding the foregoing, RADIUX shall not be liable for any payment based on: (a) any amounts which result from invalid queries, invalid Referral Events, or invalid transactions, clicks or impressions on Ads generated by any person, electronic robots, automated programs or similar devices, as determined by RADIUX, including without limitation through any clicks or impressions (i) solicited by payment of money, false representation, or request for end users to click on Ads, or (ii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events.
RADIUX reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending RADIUX's reasonable investigation of any of the foregoing or any breach of this Agreement by You. In addition, if You are past due on any payment to RADIUX in connection with any RADIUX service, RADIUX reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to RADIUX. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. 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. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. RADIUX and it commission partners may change their payment structure at any time. If You dispute any payment made under the Program, You must notify RADIUX in writing within thirty (21) days of any such payment; failure to so notify RADIUX shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by RADIUX. No other measurements or statistics of any kind shall be accepted by RADIUX or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by RADIUX (including by electronic mail). User accounts that are left unattended (no login for 6 month) for a period of 6 months are considered abandoned and any amounts left in t the suer accountant shall be forfeited to the company.

• GUARANTEES, UNLESS OTHERWISE SPECIFIED RADIUX CAN AND DOES NOT PROVIDE ANY GUARANTEES THAT YOU WILL RECEIVE ANY FORM OF COMPENSATION USING RADIUX SERVICES AS THESE ARE LARGELY INFLUENCED BY RADIUX COMMISSION AND ADVERTISING PARTNERS. GUARANTESS IN REGARDS TO COMISSION PROGNISES ARE BASED ON REFFERING NEW MEMBERS THAT ARE ACTIVELY AND FREQUENTLY USING RADIUX SERVICES. FREQUENT USERS ARE MEMBERS THAT ARE LOGGED INTO THEIR RADIUX ACCOUNT FOR A MINIMUM OF 30 HOURS PER WEEK TO PERFORM ONLINE SEARCHES AND RELATED TASKS.

• WARRANTIES RADIUX OFFERS NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON NON-RADIUX CONTENT, RADIUX SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.

• LIMITATIONS OF LIABILITY AND FORCE MAJEURE. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) RADIUX'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY RADIUX TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

• Representations and Warranties. You represent and warrant that (a) all of the information provided by You to RADIUX to enroll in the Program is correct and current; (b) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (c) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder.

• Account Cancellation and Termination. RADIUX may suspend or terminate your Membership without prior notice for cause, particularly including, but not limited to: (a) any material violation of any provision of this Membership Agreement, including any misrepresentation of your name, residence address, email address or other required information; (b) tampering with, or otherwise aiding in or promoting circumvention of other services; (c) acting against the business interests or reputation of RADIUX despite a written warning; (d) otherwise acting in violation of applicable law in any manner related to the terms and conditions of this Membership Agreement or RADIUX, the RADIUX websites, or other services, or any content provider to the website or other service; (e) material breach of our spamming policy; or (f) any other reason which in the discretion of RADIUX is contrary to the interests of the RADIUX community. Re-enrollment. If your account is terminated by RADIUX for any reason, You may not re-enroll or join under a new account unless formally invited to do so by RADIUX.

• If We reasonably believe that an account is not legitimate because of non-compliance with the terms of this Membership Agreement, including but not limited to, that You have a single account, We may contact You to request additional information including, but not limited to a valid phone number or valid credit card number with a verifiable credit card. This information will be used for legitimate purposes related to verifying your identity. If You are contacted and fail to provide the information that RADIUX legitimately requires to verify your identity, You agree that RADIUX may withhold any services or benefits to You until We receive that information. If We are unable to verify your identity, or non-compliance with the terms of this Membership Agreement is verified, We may cancel any services or benefits due to You.

• Your Obligation to Indemnify. You agree to indemnify, defend and hold RADIUX, its parent company, agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (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 Program, the Site(s), and/or Your breach of any term of this Agreement.

• RADIUX RIGHTS. You acknowledge that RADIUX owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program, and that You will not acquire any right, title, or interest in or to the Program 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 RADIUX services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter RADIUX's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any RADIUX services, software, or documentation (including without limitation the display of RADIUX's Brand Features with Ads, Links, Search Boxes, Search Results, and/or Search Buttons, 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.

• Your Relationship with RADIUX. Your relationship to RADIUX is as that of a member of the RADIUX community. No employee-employer relationship is created by your Membership and use of this or other RADIUX services. You have no obligation to surf the Internet or to use RADIUX's services and You do not have any obligation to refer new members to RADIUX. RADIUX HAS NO OBLIGATION TO OFFER OTHER SERVICES OR OTHER PROMOTIONS TO YOU. EITHER PARTY MAY TERMINATE THE RELATIONSHIP FOR ANY REASON OR NO REASON AS SET FORTH HEREIN.
You agree that You shall be fully responsible for any filing with your governmental authorities and making all payments related to income or other taxes, that result from anything of value that You receive from RADIUX pursuant to your Membership or this Membership Agreement. You also agree that RADIUX may withhold tax from payments to You if required to do so to comply with applicable tax regulations of governmental agencies in your country.

• INFORMATION RIGHTS. RADIUX may retain and use, subject to the terms of the RADIUX Privacy Policy (located at http://www.radiux.com/privacy.php, or such other URL as RADIUX may provide from time to time), all information You provide, including but not limited to transaction records, contact and billing information. You agree that RADIUX may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. RADIUX 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. RADIUX disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. RADIUX may share non-personally-identifiable information about You, with advertisers, business partners, sponsors, and other third parties.

• SEVERABILITY. Member agrees that the provisions of these Terms and Conditions are severable. If any part of this agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

APPLICABLE LAW. The laws of the State of California shall govern this Agreement. Should there be any legal dispute between the parties, then both parties agree to take the matter before arbitration/mediation in San Diego, CA should RADIUX request arbitration/mediation in lieu of formal legal process. Both parties mutually agree that the legal venue for all disputes shall be in San Diego, CA.

RADIUX is a trademark and service of Colizer Inc.