Terms and Conditions

MILAN MARKETPLACETM
TERMS AND CONDITIONS

1. Acceptance of Terms and Conditions of Use. Please read this MILAN MARKETPLACETM Agreement (“Agreement”) carefully before registering to be a participant in MILAN MARKETPLACETM. By checking “I Accept” you agree to be bound by the terms and conditions of this Agreement, and any other agreement or policy incorporated herein by reference. By checking “I Do Not Accept,” you will not be able to register or use MILAN MARKETPLACETM. MILAN MARKETPLACETM is a service created and maintained by Milan Marketplace, Inc. (hereinafter “Provider”).  MILAN MARKETPLACETM is subject to the terms and conditions contained in the iPhone Developer Program License Agreement and the Android Market Developer Distribution Agreement, and to the extent any term or condition in this Agreement contradicts the aforementioned developer agreements, the terms and conditions of the developer agreements shall govern. The mapping functions contained in the MILAN MARKETPLACETM is also subject to the Google Maps Terms of Service.  Any information that is provided to Apple Inc. or Google Inc. will not be deemed confidential by Apple Inc. or Google Inc.  This Agreement shall also be subject to the terms and conditions contained in Apple Inc.’s App Store or Google’s Android Market.

2. Registering as a Merchant. To use MILAN MARKETPLACETM, you will be directed to register  as a “Merchant”. As a Merchant, you will be providing “Content” to MILAN MARKETPLACETM in the form of publication ready banners, advertisements, photographs, text, images, audio or video clips, illustrations or any combination of the above. All Content shall meet the requirements set forth and published by MILAN MARKETPLACETM, as may be amended from time-to-time by Provider. As a Merchant, you are agreeing to allow MILAN MARKETPLACETM to place your Content on mobile applications owned by Provider or by other parties that have agreements with Provider to incorporate MILAN MARKETPLACETM in to their mobile applications.

3. Price Per Click.  Unless expressly agreed to otherwise the pricing for MILAN MARKETPLACETM is based on the number of “clicks” or the number of times a Merchant’s Content is accessed over a set period of time, generally one month (hereinafter “PPC”). The PPC will be determined by bid, with bids starting at $.15 per click. As a Merchant you will be allowed to modify your bid once a week. Content with a higher PPC bid will have a higher or greater probability of being shown or placed on MILAN MARKETPLACETM , and will have a higher weighting in user or customer initiated searches.

4. PPC Deposit Account. Merchants will need to keep a positive balance in their PPC Deposit Accounts with Provider to participate in MILAN MARKETPLACETM.  If at any point, the balance in your PPC Deposit Account is less than $10.00, you will receive a notification from MILAN MARKETPLACE of your low balance.  If your PPC Deposit Account has no balance, your registration with MILAN MARKETPLACETM may be immediately suspended. If your PPC Deposit Account has no balance for 30 consecutive days, your registration with MILAN MARKETPLACETM may be terminated. Your PPC Deposit must be completed with a valid credit card issued to you in your name.  Your card holder rights are governed by the your credit card agreement.  By completing your deposit on the MILAN MARKETPLACETM Web Site, you are authorizing Provider to charge your credit card for the entire deposit amount.  Your deposit will be non-refundable.

5. Unauthorized Activities. By registering with MILAN MARKETPLACETM, you are agreeing not to engage in activities that could be considered an abuse of MILAN MARKETPLACETM. Such activities include but are not limited to, causing, advocating or encouraging false or fraudulent clicks on any Content, using MILAN MARKETPLACETM for the purpose of obtaining private or personal information in an unauthorized manner, and using MILAN MARKETPLACETM to gain access to mobile or handheld devices, cellular telephones, or other computing devices for malicious purposes. You also agree not to provide Content to MILAN MARKETPLACETM that is libelous, defamatory, obscene, pornographic, abusive, offensive, that infringes on the rights of others or that violates any law or rule of any governmental agency. You hereby acknowledge that Provider has no control over, nor a duty to authorize or restrict the Content that is available in MILAN MARKETPLACETM, who can gain access to your Content, the Content that another merchant may place in MILAN MARKETPLACETM, what effects the Content may have on users or customers, or where users or customers may be directed. You also acknowledge that MILAN MARKETPLACETMis intended to be a medium, liaison or conduit between Merchants and their respective users and customers, and is not intended to be a filter, editor or monitor of that relationship or communication.

6. Intellectual Property Rights. All trademarks, service marks, names, logos, video, audio or photographs (“Marks”) used in connection with the Content on MILAN MARKETPLACETM are either owned by or licensed to Provider, or the party credited as the provider of the Content. Your use of MILAN MARKETPLACETM does not allow you to infringe on Providers’s rights in its Marks or the rights of third parties that may exist in material contained in the Content.

7. Changes To Terms and Conditions. Provider reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. You agree to periodically review this Agreement for any changes. Your continued usage of MILAN MARKETPLACETM will mean you accept those changes.

We may also change, suspend or discontinue any aspect of MILAN MARKETPLACETM at any time. Provider may also impose limits on certain features and services or restrict your access to parts or all of MILAN MARKETPLACETM without prior notice or liability. We reserve the right to make changes, corrections, and improvements to MILAN MARKETPLACETM, at any time without prior notice.

8. No Warranties. YOU EXPRESSLY AGREE THAT USE OF MILAN MARKETPLACETM IS AT YOUR OWN RISK. YOUR USE OF MILAN MARKETPLACETMACKNOWLEDGES YOUR AGREEMENT AND UNDERSTANDING THAT THE CONTENT TRANSMITTED THROUGH OR BY MILAN MARKETPLACETM HAS BEEN PROVIDED BY OTHER PARTIES. AS A RESULT, YOU AND YOUR USERS MAY BE EXPOSED TO CONTENT OR MATERIAL FROM A VARIETY OF SOURCES. PROVIDER IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT OR MATERIAL. YOU FURTHER UNDERSTAND AND ACKNOWLEDGE THAT YOU AND YOUR USERS MAY BE EXPOSED TO CONTENT OR MATERIAL THAT MAY BE INACCURATE OR OBJECTIONABLE, THAT YOUR USE OF MILAN MARKETPLACETM WILL BE AT YOUR OWN RISK, AND THAT YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST PROVIDER WITH RESPECT THERETO. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PROVIDER AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT TRANSMITTED BY MILAN MARKETPLACETM, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH MILAN MARKETPLACETM OR ANY LINKED SITE. FURTHER, PROVIDER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT MILAN MARKETPLACETM OR ANY MATERIALS OR CONTENT TRANSMITTED THEREBY WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT MILAN MARKETPLACETM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER SHALL NOT BE LIABLE FOR THE USE OF MILAN MARKETPLACETM, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. PROVIDER SHALL NOT BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

9. Indemnification. You hereby agree to indemnify, defend and hold Provider, and all its officers, directors, owners, managers, members, agents, employees, information providers, affiliates, licensors and licensees and the assigns of the same (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of the Agreement or the representations, warranties and covenants contained herein, including, without limitation, attorneys’ fees and costs. You agree you will cooperate as fully as reasonably required in the defense of any claim. Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Provider.

10. Shipping and Delivery.  MILAN MARKETPLACETM will not be shipping or delivering any products to you.

11. Non-Refundable.  All amounts deposited into MILAN MARKETPLACETM are non-refundable, and all sales will be final.

12. Governing Law and Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF HAWAII, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE STATE OF HAWAII.

13. Miscellaneous. This Agreement constitutes the entire agreement between Provider and you with respect to your use of MILAN MARKETPLACETM. If, for any reason, a court of competent jurisdiction finds any provision of the Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. Provider’s failure to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

14. Contact Information. You agree to only communicate with Provider, and not with any other Merchant, in connection with MILAN MARKETPLACETM. We respect the rights of all copyright holders and in this regard, Provider has adopted and implemented a policy that provides for the termination, in appropriate circumstances, of Merchants who infringe upon the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Provider’s Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512(c)(3):

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


(b) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single on-line site are covered by a single notification, a representative list of such works at that site;


(c) 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 us to locate the material;


(d) Information reasonably sufficient to permit us to contact the complaining party;


(e) 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


(f) 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.

Provider's Copyright Agent for notice of claims of copyright infringement can be reached as follows:

Copyright Agent
Attn: Milan Marketplace, Inc.
1000 Bishop Street, Suite 808
Honolulu, HI 96813
Email: info@milanmarketplace.com

For any questions or requests other than copyright issues, please contact info@milanmarketplace.com.

15. Termination. Either party to this Agreement may terminate this Agreement at any time by giving the other party prior written notice by any means that would reasonably transmit notice of termination to the other party. Provider may also terminate this Agreement immediately and without any prior notice with any Merchant if that Merchant breaches any of the terms or conditions of this Agreement. All provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive termination of this Agreement. Any amounts paid hereunder are non-refundable, unless agreed to otherwise by Provider.

YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND THAT YOU ACCEPT THE TERMS HEREOF. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU MAY NOT ACCESS OR OTHERWISE USE MILAN MARKETPLACETM.