(last revised February 20, 2020)
DankWorks may, in its sole discretion, modify or update this Agreement from time to time, and therefore you should review this page periodically. Updates to this Agreement, will be reflected by the ‘last revised’ date at the top of this document. If there are material changes to this Agreement, DankWorks will notify you either by posting a notice of such changes prior to implementing the change or by directly sending you a notification. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the provisions of this Agreement or any future Terms of Service, then do not use, access, or continue to access the Service. This Agreement applies to all visitors, users, and others who access the Service (each a “User”).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. USE OF THE SERVICE. The Service is controlled and operated from facilities in the United States. DankWorks makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
A. EligibilityYou may use the Service only if you can form a binding contract with DankWorks, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under the age of 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any User previously removed from the Service by DankWorks.
B. User Accounts. You will need to register with AdDank.com as a User by creating a User Account. As explained in more detail under Section 6, to complete the registration process on AdDank.com, you will be redirected to Stripe Connect (the third party financial services provider used by the Service (“Stripe”)) to establish a Stripe Connected Account. Once the Stripe Connected Account has been established, you will be redirected back to the AdDank.com site. Your User Account gives you access to the Service including the services and features that DankWorks may establish and maintain from time to time and in its sole discretion. When creating your User Account and a Stripe Connected Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your User Account and Stripe Connected Account, and you must keep your password for your User Account secure. You are encouraged to use ‘strong’ passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) for your User Account. You must notify DankWorks immediately of any breach of security or unauthorized use of your User Account. DankWorks will not be liable for any losses caused by any unauthorized use of your User Account. You may control your profile and how you interact with the Service by changing the settings in your User Account. By providing DankWorks your email address, you consent to the use of your email address by DankWorks to send you notices relating to the Service, including any notices required by law, in lieu of communication by postal mail.
C. Service Rules.You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the servers used by DankWorks than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (i) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose, in the sole discretion of DankWorks, an unreasonable or disproportionately large load on the infrastructure used by DankWorks; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including User names, from the Service; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Service; (x) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xi) bypassing the measures DankWorks may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; or (xii) use another User’s User Account without permission.
DankWorks may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. DankWorks may permanently or temporarily terminate or suspend your access to the Service without notice and liability if, in the sole determination of DankWorks, you violate any provision of this Agreement.
2. AUTHORIZATIONS AND RESTRICTIONS
A. Authorizations. Subject to acceptance by DankWorks of your User Account, which shall be in the sole discretion of DankWorks, and subject to the terms and conditions of this Agreement, you will become authorized to use the Service (an “Authorized User”). As an Authorized User, you may post Advertiser Content (defined under Section 3.B) to the Service for dissemination. If you post Advertiser Content for dissemination you will be deemed an “Advertiser” under the Service. If you elect to disseminate any Advertiser Content of an Advertiser, you will be deemed a “Disseminator” under the Service. You may be both an Advertiser and a Disseminator. The authorization of an Authorized User to use the Service is not transferable, is not sublicensable and may be revoked by DankWorks upon notice to you. DankWorks reserves all rights not expressly authorized by this Section 2.A.
B. Restrictions. Except as expressly permitted under Section 2.A, you agree not to use, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software underlying the Service or any part thereof, unless expressly authorized by DankWorks in writing.
3. OWNERSHIP; LICENSES AND CONSENTS
A. DankWorks Content. As between you and DankWorks, DankWorks and its licensors exclusively own all right, title and interest in and to: (i) the Service, including, without limitation: (a) all inventions, software, images, text, graphics, illustrations, or other works of authorship therein, thereto or thereon, but excluding Advertiser Content (defined under Section 3.B); (b) all patents, copyrights, trademarks, service marks and logos therein, thereto or thereon, but excluding Your Marks (defined under Section 3.D(iii)); and (c) all Dissemination Data (defined below) and all other data that is generated by or collected on or through the Service, but excluding User Data (defined under Section 3.C), all of the foregoing under 3.A(i) collectively hereinafter “DankWorks Content”; and (ii) all Intellectual Property Rights (defined below) in or to such DankWorks Content. Except as expressly provided under this Section 3.A, nothing in this Agreement shall be deemed to create a license in, to or under any Intellectual Property Rights in or to any DankWorks Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit any DankWorks Content or create derivative works from any DankWorks Content. Use of the DankWorks Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all intellectual property rights of every kind and character throughout the world, including but not limited to all patent rights, all copyright rights, mask work rights, moral rights, rights of publicity, trademark rights, service mark rights, trade dress rights, goodwill and trade secret rights, together with rights to file for applications therefore with any governmental agencies and to receive registration certificates, renewals, reissues, reexaminations and extensions thereon or therefore, along with all worldwide rights to income, royalties, damages and payments due or payable with respect thereto, and to all causes of action (either in law or in equity) associated therewith, including all rights to sue, counterclaim, and recover for infringement thereof.
For the purposes of this Agreement, “Dissemination Data” means all information and data that is, was or will be collected by or through the Service relating to the dissemination of any Advertiser Content (defined under Section 3.B) posted by an Advertiser and disseminated by a Disseminator, but excluding User Data (defined later)
B. Advertiser Content.As between you and DankWorks and subject to Section 3.C., if you post an advertising campaign to the Service, you own all right, title and interest in and to the advertising campaigns that you post on the Service, including your name, your logo and all other content and materials therein (“Advertiser Content”) together with all Intellectual Property Rights in or to any such Advertiser Content.
D. Licenses to DankWorks
(iii) Name and Logo for Marketing; References; Case Studies. You hereby expressly grant, and you hereby represent and warrant that you have all rights necessary to grant, to DankWorks, a royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, publish, and distribute your name, logo, or any other identifying words or marks used by and/or associated with you to identify you ("Your Marks"), in whole or in part, and in any form, media or technology for the purpose of: (a) identifying you as a user of the Service; (b) marketing, promoting and advertising the Service; (c) providing references regarding the Service to other Users; (d) identifying you in case studies relating to your use of the Service or the Service in general; provided however, unless otherwise approved in writing by you, DankWorks will not remove, obscure, or alter any of Your Marks. DankWorks acknowledges that all goodwill generated through use of any of Your Marks will inure to your benefit and DankWorks hereby assigns and will assign to you any and all goodwill generated through the use of any of Your Marks, without any payment or other consideration of any kind to DankWorks.
(iv) Feedback and Improvements. You may choose to, or DankWorks may invite you to, submit comments, suggestions, feedback, or ideas about the Service, including without limitation about how to improve the Service (“Ideas”). By submitting any Idea, you hereby agree that your disclosure is gratuitous, unsolicited and without restriction and will not place DankWorks under any fiduciary or other obligation, and that DankWorks is free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission of any Ideas, DankWorks does not waive any rights to use similar or related ideas previously known to DankWorks, or otherwise developed by employees or contractors of DankWorks, or obtained by DankWorks from sources other than you.
4. DMCA NOTICE.Since DankWorks respects artist and content owner rights, it is the policy of DankWorks to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify DankWorks' copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
i. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
ii. Identification of the copyrighted work that you claim has been infringed;
iii. Identification of the material that is claimed to be infringing and where it is located on the Service;
iv. Information reasonably sufficient to permit DankWorks to contact you, such as your address, telephone number, and e-mail address;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
vi. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
DankWorks, Inc. c/o Larkin Hoffman
Address: 8300 Norman Center Drive, Suite 1000, Minneapolis, MN 55437-1060
Telephone: (952) 896-3397
Fax: (952) 842-1716
5. SECURITYDankWorks has implemented commercially reasonable and industry standard technical and organizational measures designed to secure User Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, you acknowledge that DankWorks cannot guarantee that unauthorized third parties will never be able to defeat those measures.
PAYMENT PROCESSING AND FINANCIAL SERVICES
B. Stripe Fees. Stripe charges a fee when funds are transferred into a Stripe Connected Account and when funds are transferred out of a Stripe Connected Account as specified in the Stripe Pricing Page Policy.(the “Stripe Fees”). Accordingly, an Advertiser will incur Stripe Fees when moving money from the Advertiser’s bank or other outside account into the Advertiser’s Stripe Connected Account for funding Campaign Funds (defined in Section 6.C) and a Disseminator will incur Stripe Fees when moving money that has accrued from payouts by DankWorks from Campaign Funds to any account outside of the Stripe.
C. Ad Campaign Posting and AdDank Fees. In order to post an ad campaign for dissemination by Disseminators, the Advertiser must upload the advertisement to AdDank.com, the Advertiser must specify the duration of the ad campaign, the amount of funds available to Disseminators (the “Campaign Fund”) and the conditions that must be satisfied to qualify as a dissemination and the payment amount (the “Dissemination Criteria”). The amount of the Campaign Fund and the conditions that must be satisfied for a Disseminator to be entitled to payment from the Campaign Fund is solely in the discretion of the Advertiser and may vary by ad campaign. Before an advertising campaign is available for dissemination, the Advertiser must fund the campaign by transferring funds to the AdDank Stripe Connected Account in the amount of the specified Campaign Fund plus a fee for use of the Service (the “AdDank Fee”). The AdDank Fee is typically a fixed percentage of the Campaign Fund and will be disclosed to the Advertiser on the Service.
D. Disseminator Payments. DankWorks will be responsible for payment of the Disseminators from the Campaign Fund (held in the AdDank Stripe Connected Account) based on the Dissemination Criteria specified by the Advertiser. The payment(s) of the Campaign Funds will be transferred from AdDank Stripe Connected Account to the Disseminator’s Stripe Connected Account. All payments from Campaign Funds will continue to accrue in the Disseminator’s Stripe Connected Account at no cost or fee unless and until the Disseminator elects to transfer the accrued funds from the Disseminator’s Stripe Connected Account to the Disseminator’s bank account or another account outside of Stripe at which time the Disseminator will incur Stripe Fees for the transfer as specified in the Stripe Pricing Page Policy.
E. Payment Information; and Taxes. You are responsible for ensuring that all information associated with your User Account is accurate, complete, and current. You are responsible for any taxes now or hereafter imposed by any authority in connection with or arising from your use of the Service including, but not limited to income taxes, but excluding taxes based upon DankWorks’ net income.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES.
A. Mutual. Each party warrants and represents to the other party that it has full right, power, and authority to enter into and perform this Agreement without the consent of any third party.
B. By You. You hereby represent and warrant that you own or have all rights to any Advertiser Content that you post to the Service, including all rights to authorize Disseminators to disseminate the Advertiser Content that you post to the Service. You further represent, warrant and covenant to use the Service in accordance with all applicable laws and the provisions of this Agreement.
C. By DankWorks. DankWorks represents, warrants and covenants that DankWorks will use commercially reasonable efforts to prevent the Service from introducing into your computer systems, databases, or software, any virus or any other contaminants that may be used to access, alter, delete, disrupt, damage, disable, inhibit, or shut down your computer systems, databases, or software, in a manner other than in accordance with the terms of this Agreement.
D. Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DANKWORKS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, DANKWORKS, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACCESS OR YOUR USE OF THE SERVICE.
DANKWORKS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISER CONTENT OR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY USER THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE VIA THE SERVICE, AND DANKWORKS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR ANY THIRD PARTY PROVIDER OF SERVICES.
DANKWORKS TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY ADVERTISER CONTENT THAT YOU OR ANY OTHER USER OR THIRD PARTY PROVIDES, POSTS, PUBLISHES OR TRANSMITS OVER THE SERVICE. YOU SHALL BE SOLELY RESPONSIBLE FOR THE ADVERTISER CONTENT AND THE CONSEQUENCES OF USING, DISCLOSING, OR TRANSMITTING ADVERTISER CONTENT, AND YOU AGREE THAT DANKWORKS IS ONLY ACTING AS A PASSIVE CONDUIT.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DANKWORKS, ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL DANKWORKS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DANKWORKS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF THE DANKWORKS SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, IN NO EVENT SHALL DANKWORKS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING: (a) WITH RESPECT TO ADVERTISERS, THE AMOUNTS PAID BY THE ADVERTISER TO DANKWORKS UNDER THE ADVERTISING CAMPAIGN ALLEGED TO GIVE RISE TO SUCH CLAIM, PROCEEDING, LIABILITY, OBLIGATION, DAMAGE, LOSS OR COST; OR (b) WITH RESPECT TO DISSEMINATORS, THE AMOUNTS OWED BY DANKWORKS TO THE DISSEMINATOR UNDER THE ADVERTISING CAMPAIGN ALLEGED TO GIVE RISE TO SUCH CLAIM, PROCEEDING, LIABILITY, OBLIGATION, DAMAGE, LOSS OR COST.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF DANKWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9. INDEMNIFICATION. Each party (each an “Indemnifying Party”) will indemnify and hold harmless the other party and its successors and their respective affiliates, officers, directors and employees (collectively the “Indemnified Party”) against and from all third party claims, actions, demands, damages, liability and expenses (including, without limitation, court costs and reasonable attorneys' fees) (together, “Claims”) arising out of or in connection with the breach of any representations or warranties of the Indemnifying Party under this Agreement. The Indemnifying Party's obligations are conditioned upon the Indemnified Party: (i) giving the Indemnifying Party prompt written notice of any Claim for which the Indemnified Party is seeking indemnity; provided however, the failure to give timely notice shall not relieve the Indemnifying Party of its obligations under this section except to the extent that such untimely notice materially impairs the ability of the Indemnifying Party to defend; (ii) granting complete control of the defense and settlement to the Indemnifying Party; provided however, the Indemnified Party may participate with counsel of its choosing at its own expense; and (iii) reasonably cooperating with the Indemnifying Party, at the Indemnifying Party’s expense, in defense and settlement of such Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect to which Indemnified Party is or could be indemnified hereunder unless such settlement either (a) includes an unconditional release of the Indemnified Party from all liability on all Claims that are the subject matter of such proceeding or (b) is consented to in writing by the Indemnified Party, which consent shall not be unreasonably withheld.
10. SUSPENSION AND TERMINATION. DankWorks, in its sole discretion, may suspend your User Account at any time and without prior notice if, in the sole discretion of DankWorks, you are in breach of any provisions of this Agreement. DankWorks may terminate this Agreement and your access to and use of the Service due to breach or for other good cause as provided in this Section 12. If terminating for breach, the effective date of termination shall be 30 days from the date of the written notice of breach unless you fully cure the identified breach and provide written notice to DankWorks within such 30 day cure period that the identified breach has been fully cured. If the nature of the breach cannot be cured, the Agreement may be terminated for cause immediately and the effective date of termination shall be the date of the notice of termination. The parties acknowledge and agree that the following acts or occurrences either cannot be cured or constitute good cause and significant reasons for the immediate termination of the Agreement effective as of the date of the notice of termination: (i) violation or breach any of the provisions of Section 1.C (Service Rules); or (ii) violation or breach of Section 2.C (Restrictions). Sections 3 and 5-14 shall survive any termination of this Agreement.
Upon termination of the Agreement you shall be solely responsible for terminating your Stripe Connected Account and any funds that may be held in your Stripe Connected Account.
11. ARBITRATION. In the unlikely event that DankWorks has not been able to resolve a dispute it has with you after attempting to do so informally, both parties each agree to resolve any claim, dispute, or controversy (excluding any claims by DankWorks for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Actions"), by binding arbitration by the American Arbitration Association ("AAA") in Minneapolis, Minnesota under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section 13 shall be deemed as preventing DankWorks from seeking injunctive or other equitable relief from the courts as necessary to protect any of DankWorks' Intellectual Property Rights or other proprietary interests. ALL ACTIONS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND DANKWORKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DankWorks without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Relationship. Nothing in this Agreement creates any partnership, joint venture or agency relationship. As between each other, each party is fully responsible for all persons and entities it employs or retains.
C. Governing Law. You agree that: (i) the Service shall be deemed solely based in Minnesota; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over DankWorks, either specific or general, in jurisdictions other than Minnesota. This Agreement shall be governed by the substantive laws of the State of Minnesota, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in Hennepin County, Minnesota or the United States District Court for the District of Minnesota located in Hennepin County, for any actions for which DankWorks retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of any Intellectual Property Rights of DankWorks as set forth in Section 13 (Arbitration).
D. Notices. All notices from you to DankWorks must be given in writing and sent via email to email@example.com or via the “Contact Us” page on the Service. Any notice or report delivered in accordance with this Section will be deemed given on the date actually delivered; provided that any notice or report deemed given or due on a Saturday, Sunday or legal holiday will be deemed given or due on the next business day. DankWorks may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the AdDank.com website, as determined by DankWorks in its sole discretion. DankWorks reserves the right to determine the form and means of providing notifications to its Users. DankWorks is not responsible for any automatic filtering you or your network provider may apply to email notifications that DankWorks may send to the email address you provide to DankWorks. It is recommended that you add *@AdDank.com to your email address book to help ensure you receive email notifications from DankWorks
E. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and failure of DankWorks to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
If you have questions regarding this Terms of Service Agreement, please contact us.