Author & Article User Terms Of Service Agreement

This Author Terms Of Service Agreement (AAUTOS) is a contract between you, the ARTICLE AUTHOR Content Provider (author), AND/OR ARTICLE USER (USERS) and our business, Traffic King Enterprises, Inc. (COMPANY). By electing to participate in the use of this web site, you are entering into a contract. If you do not agree with the terms and conditions herein, you have the option to not participate in the use of this web site.

THE TERMS HEREIN, FOR the use of this web site , ALONG WITH THE OTHER DOCUMENTS ON THIS WEB SITE, INCLUDING BUT NOT LIMITED TO, THE WEB SITE COPY, TERMS OF SERVICE (TOS), EARNINGS DISCLAIMER, DISCLAIMER & WARRANTIES STATEMENT AND OUR PRIVACY STATEMENT, GOVERN YOUR USE OF THIS SITE, WHICH IS PROVIDED BY OUR COMPANY.

BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE TERMS AS SET FORTH IN THIS AAUTOS. THESE TERMS ARE SUBJECT TO CHANGE BY OUR COMPANY AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE ATOS TERMS PRIOR TO EVERY USE FOR ANY CHANGES. 

Access To This Site 

YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS THIS WEB SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS WEB SITE FOR ANY REASON.  DUE TO THE AGE RESTRICTIONS FOR USE OF THIS WEB SITE, NO INFORMATION OBTAINED BY THIS WEB SITE, FALLS WITHIN THE CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA) AND IS NOT MONITORED AS DOING SO.

WHEREAS, Company maintains a World Wide Web Site on the Internet at ArticleKingPro.com (Web site), which includes content provided to Company by third parties, including but not limited to Authors, for the purpose of providing articles for republication, to Users of the Web site, and

WHEREAS, Author is the sole and exclusive owner of certain article content (Articles) and

WHEREAS, Company and Author wish to distribute the Content through the Web site.

NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:

 LICENSE

 A. Subject to the terms and conditions of this Agreement, Author hereby grants to Company, without compensation, a non-exclusive, worldwide right and license to use, reproduce, distribute, transmit and publicly display the Article in accordance with this Agreement.

B. Author further grants to Company the right to sub-license the Articles to Company’s Users, wholly-owned subsidiaries or to joint ventures in which Company participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Articles in accordance with this Agreement.

C. It is understood and agreed that Company will be able to provide the Articles to third parties at its discretion.

D. Company reserves the right to produce RSS feeds from Company Web sites and said RSS feeds will also distribute the Articles.

E. Where Articles indicate a third party Web site as the source of the Article, rather than this Company Web site, Users must adhere to the Terms Of Service of the source Web site.

 AUTHOR’S RESPONSIBILITIES

A. Author will provide to Company the Articles without compensation, and Articles will comply with the description, technical specifications and submission policies of this agreement and Web site.

B. Author will have sole responsibility for providing, at its expense, the Articles to Company.

C. Author warrants that Author is the sole owner or author of the article and owns all copyrights to the work. Author agrees not to submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Author is the owner of such rights or has permission from the rightful owner to post the material and to grant Company all of the license rights granted herein.

RIGHTS OF COMPANY

A. Company may incorporate the Articles or Article Content into certain pages in the Web Site (the “Content Pages) and reasonable excerpts or portions of the Content may be incorporated into the Web Site at Company’s discretion. Company reserves the right to “change” the articles, use excerpts or portions of the Articles, and/or mix and match the content from the articles, with other Articles, as a source of “unique” content Articles, for redistribution to Users.

B. Company shall have sole control over the content, composition, and “look and feel” of the Web site, and will have sole responsibility for providing, hosting and maintaining, at its own expense, the Web site.

OWNERSHIP

A. Author shall retain all right, title and interest in and to the Articles worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein), as well as all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Company hereunder. Any use of any such trademarks by Company shall inure to the benefit of Author and Company shall take no action that is inconsistent with Content Provider’s ownership thereof.

B. Company will retain all right, title, and interest in and to the Web Site worldwide (including, but not limited to, ownership of all copyrights, trademarks, look and feel and other intellectual property rights therein), as well as all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted to Users hereunder. Any use of any such trademarks by Content Provider shall inure to the benefit of Company and Users shall take no action that is inconsistent with Company’s ownership thereof.

C. Author hereby grants to Company a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party’s reasonable policies regarding advertising and trademark usage as established from time to time.

PROHIBITED ARTICLE CONTENT

Author represents to Company that the subject matter of the content of the Articles doesn’t contain any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depict sexual situations, promote discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or contain any material that violates any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party or violates any law, or is otherwise inappropriate.

RELATIONSHIP OF PARTIES

The relationship between Company, Authors and Users under this Agreement is that of separate, distinct and individual entities and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other for any purpose whatsoever. No party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another party or to bind another in any matter or thing whatsoever.

TERM

This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of submission by Author and/or the date of use by User.

Company reserves the right to decide whether an article is published and for what length of time. Company reserves the right to remove Author’s article(s) for any reason.

 Links

 Company Web site and Articles may contain links to third party websites that are not owned or controlled by Company and Company assumes no responsibility for, the content, privacy policies, or practices of any third party websites, and User expressly relieve Company from any and all liability arising from the use of any third-party website.

Software Bots

Users agree not to use or launch any software or automated system, including without limitation, "bots," "robots," "spiders," etc., that accesses the Web site in a manner that sends more request messages to the Company servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.

 Indemnification

 A. Indemnification by Author. Author shall indemnify and hold the Company harmless from and against any costs, losses, liabilities and expenses, including all court costs, reasonable expenses and reasonable attorney's fees (collectively, "Losses") that the Company may suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of any claims of infringement or misappropriation of intellectual property rights, including but not limited to any defamatory content, any claim that the Article Content and/or its display on the Web Site violate any state, federal or local laws, regulations or statues, including but not limited to, restrictions on the practice of medicine, or any claim of personal injury or product liability with respect to the Content displayed to consumers on the Web site or User’s Web site, arising from the Author’s article submission.

A. Indemnification by Users. Users shall indemnify and hold the Company harmless from and against any costs, losses, liabilities and expenses, including all court costs, reasonable expenses and reasonable attorney's fees (collectively, "Losses") that the Company may suffer, incur or be subjected to by reason of any legal action, proceeding, arbitration or other claim by a third party, whether commenced or threatened, arising out of or as a result of any claims of infringement or misappropriation of intellectual property rights, arising from the Users use of Articles.

C. Indemnification Procedures. If any party entitled to indemnification under this Section (an "Indemnified Party") makes an indemnification request to the other, the Indemnified Party shall permit the other party (the "Indemnifying Party") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party enter into any settlement or agree to any disposition that imposes an obligation on the Indemnified Party that is not wholly discharged or dischargeable by the Indemnifying Party, or imposes any conditions or obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations of Indemnifying Party. The Indemnified Party shall notify Indemnifying Party promptly of any claim for which Indemnifying Party is responsible and shall cooperate with Indemnifying Party in every commercially reasonable way to facilitate defense of any such claim; provided that the Indemnified Party's failure to notify Indemnifying Party shall not diminish Indemnifying Party's obligations under this Section except to the extent that Indemnifying Party is materially prejudiced as a result of such failure. An Indemnified Party shall at all times have the option to participate in any matter or litigation through counsel of its own selection and at its own expense.

Limitation Of Liability

LIMITATION OF DAMAGES. COMPANY WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

All Article information is generalized, presented for informational purposes only, is not legal, medical, accounting, or other professional advice, and presented "as is" without warranty or guarantee of any kind. Readers are cautioned not to rely on this information and to consult a professional for their specific needs. Company does not warrant the accuracy, completeness, or usefulness of any Article content on this Web site, or represent that Articles are error free.

Confidentiality

In connection with the activities contemplated by this Agreement, each party may have access to confidential or proprietary technical or business information of the other party, including without limitation (a) proposals, ideas or research related to possible new products or services; (b) financial information; and (c) the material terms of the relationship between the parties (collectively, "Confidential Information"). Each party will take reasonable precautions to protect the confidentiality of the other party's Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information. Except as required by law or as necessary to perform under this Agreement, neither party will knowingly disclose the Confidential Information of the other party or use such Confidential Information for the benefit of any third party. Each party's obligations in this Section with respect to any portion of the other party's Confidential Information shall terminate when the party seeking to avoid its obligation under this Section can document that: (i) it was in the public domain at or subsequent to the time it was communicated to the receiving party ("Recipient") by the disclosing party (“Discloser") through no fault of Recipient; (ii) it was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time it was communicated to Recipient by Discloser; (iii) it was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; (iv) it was communicated by the Discloser to an unaffiliated third party free of any obligation or confidence; or (v) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law or was necessary to establish the rights of either party under this Agreement.

Force Majeure

Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

Notices

A. Any notice required to be given pursuant to this Agreement shall be in writing and delivered by email. All parties hereby give permission to receive email relating to this agreement.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

Jurisdiction & Disputes

A. This Agreement shall be governed by the laws of the State of Michigan, U.S.A..

B. All disputes hereunder shall be resolved in the applicable state or federal courts of Detroit, Michigan. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

C. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, each party shall bear its own costs and attorneys' fees.

D. AUTHOR AND USERS, BY ACCESSING THIS WEB SITE, AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE COMPANY WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Agreement Binding On Successors

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

Assignability

Any license granted hereunder is personal to both Parties and may not be assigned by any act of one Party or by operation of law unless in connection with a transfer of substantially all the assets of such Party or with the consent of the other Party.

Integration

This Agreement, along with other documents on this Web site, including but not limited to, the Web site copy, Terms of Service (TOS), Earnings Disclaimer, Disclaimer & Warranties Statement, and Privacy Statement, constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

Digital Millennium Copyright Act (DMCA) Copyright Violations Procedure

Pursuant to the terms of the Digital Millennium Copyright Act of 1998 ("DMCA"), Company has registered an Interim Designated Agent with the United States Copyright Office. Our Interim Designated Agent is assigned to receive all notifications under the DMCA.

If you are a copyright owner or an agent thereof and believe that any Author Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). Please use the Copyright DMCA Violations Procedure link provided on this Web site for further information.