Platial Co-Operative Membership Agreement

Welcome to the Platial Co-Operative Membership Program (the "Program")! This is a binding and enforceable legal agreement between you and Platial, Inc. This Agreement contains the complete terms and conditions that apply to your participation in the Program. This Agreement and your Platial.com Membership Agreement platial.com/coopterms, the terms and conditions of which you accepted to upload Content (as defined in the Platial.com Membership Agreement) govern your use of this Site (as defined in the Platial.com Membership Agreement). Definitions for capitalized terms not otherwise defined herein appear in the Platial.com Membership Agreement.

Once you have created 500 Places at unique Locations (as defined below) on the Site, you may be invited to become a member of the Platial Co-Op Membership Program. (A “Place” is defined as any entry by a single user that includes title, location and can include tags, images, comments and other annotation. Location is defined as any unique latitude and longitude coordinate.”.) In order to become a member, you must enter into the Co-Op Membership Agreement. In the event that you are invited to participate in the Co-op program and accept the invitation, you shall become a Co-Op Member with the ability to earn and receive payment of a share in the revenues collected by Platial for advertisements that may be served on your Places.

This Agreement limits Platial’s liability and obligations to you to the terms set forth herein and permits Platial to change, suspend or terminate your access to and use of the Program, the Site and/or Services. We urge you to carefully read this Agreement, and all policies referenced below or elsewhere on www.platial.com, including the Photo Policy, Adult Content Policy, and Platial.com Membership Agreement, which are incorporated herein by reference. To the extent that there is any conflict between the terms or conditions of this Agreement or any of Platial’s other policies and the Platial.com Membership Agreement, the Platial.com Membership Agreement shall govern.

YOU UNDERSTAND THAT BY CLICKING THE BUTTON BELOW, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE CONTENT, SITE, AND/OR SERVICES, AND PARTICIPATION IN THE PROGRAM IS SUBJECT TO THIS AGREEMENT. YOU MUST ACCEPT, WITHOUT MODIFICATION, ALL OF THE TERMS, POLICIES, CONDITIONS AND INSTRUCTIONS REFERENCED IN THIS AGREEMENT IN ORDER TO PARTICIPATE IN THE PROGRAM. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT PARTICIPATE IN THE PROGRAM.

1. Eligibility in the Program is Limited.

The Program is available to only to persons who have created 500 or more Places of unique location (latitude/longitude) under his or her own account on the Site, are at least 18 years of age, and are otherwise capable of forming legally binding contracts under applicable law. Once these are met, you may be invited to participate in the Co-op program. Invitations will be submitted by email and are non-transferrable.

We may decline to invite you to join the program if we determine (in our sole discretion) that your Places are unsuitable for the Program. Unsuitable Places include, but are not limited to, those that:

By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your Places are thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

2. Modification of the Supplemental Agreement.

(a) Platial reserves the right, in its sole discretion, at any time and for any reason or no reason, to modify, discontinue or terminate the Program, or modify the terms and conditions of your use of the Program, without notice. All modified terms and conditions shall be effective thirty (30) days after they are initially posted on the Site. Changes to the fees or financial terms are effective after notice is provided to Co-Op Members by email with at least thirty (30) days notice of the changes. If any modification is not acceptable to you, your only recourse is to cease using the Site and participating in the Program. By continuing to participate in the Program and use the Site, Content and/or Services, following any posting of a new Agreement on the Site you accept and agree to be bound by the new Agreement.

(b) Platial may notify your bank and/or authorities, as applicable, or take any appropriate actions without notice to you if Platial (i) suspects that you have failed to comply with any provision of this Agreement or any policies established by Platial; (ii) is unable to verify or authenticate any billing or payment information you provide; or (iii) suspects that you may be misusing the Site and/or Program or that your actions may be illegal or cause liability, harm or disruption for you, Platial, the Site or the Program. You have the right to cancel your Co-Op Membership by either (i) sending email to coop@platial.com, subject line cancel (ii) logging into your account and following instructions for cancellation. Any suspension, termination or cancellation shall not affect your ability to receive amounts owed to you up to and including the date on which your cancellation is accepted by Platial.

3. Placement of Advertisements.

Platial will sell advertising inventory on the Site, which will be served on a Co-Op Member’s Places. Platial will pay to the Co-Op Member a percentage of the Advertising Revenue actually collected by Platial from the advertiser for all advertisements served on the Co-Op Member’s Places. This includes without limitation Interactive business card postings, Adsense revenue and Banner advertising.

4. Prohibited Operations

(1) Places that interfere with Platial’s TOU/Membership Agreement;

(2) disallowing users to “represent to advertisers or contact persons on your Platial places”; (3) directly or indirectly offering consideration or incentives for commission-earning activities; or (4) disallowing members to collect personally identifiable information from visitors to their places?

5. Privacy Policy.

Please review Platial’s Privacy Policy at www.platial.com/privacy for information and notices concerning Platial’s collection and use of your personal information and to understand our practices. Your use of the Site, Content and/or Services and participation in the Program signifies acknowledgement of and agreement to our Privacy Policy.

6. Your Account.

You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Platial of any unauthorized use of your password.

7. Advertising Fees.

Platial will pay advertising fees to Co-Op Members based on advertising revenues actually collected from advertisers for advertisements served on the Co-Op Member’s Places (“Advertising Revenue”) at the following rates: (i) at the end of the first year of Co-Op Membership, Platial will pay to the Co-Op Member 10% of the Advertising Revenue for advertisements served on the Co-Op Member’s Places during that twelve month period; and (ii) at the end of the second year of Co-Op Membership, Platial will pay to the Co-Op Member 5% of the Advertising Revenue for advertisements served on the Co-Op Member’s Places during that twelve month period. Advertising Revenue will not be payable to Co-Op Members after the end of the second year of the Co-Op Member’s Co-Op Membership. **EXCEPT in the case of Charter members defined as those members who have been invited and sign up before March 30, 2005 who will have a Charter Co-op bonus year of 10% prior to the beginning of “Year 1”.

New places added by Co-op members are start the payment cycle fresh PROVIDED that members sustain 25 new places per month.

8. Method of Payment. At the end of the calendar year, Platial will calculate the total revenue due to you based on the Advertising Revenue allocated by Platial for advertisements served on your Places during that year, and we will (a) mail a check to you within thirty days (30) at the address set forth in your application form, or (b) directly deposit the fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the primary account holder name as it appears the bank account.) You agree that you will keep your account information up-to-date and Platial has no liability to you in the event that you do not keep such information up-to-date. We may be obligated by U.S. federal law to obtain tax information from Co-Op Members who are U.S. citizens, U.S. residents or U.S. corporations and from Co-Op Members who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are a Co-Op Member from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

There will be a $15.00 fee for processing this check. Users must click to accept. They are invited.

9. Reporting and Auditing

Beginning February 1, 2005 a monthly tally and report will be available at your member page. An email will be sent informing you of when this is live.

11. Identifying Yourself as a Program Member.

You may not issue any press release with respect to this Agreement or your Co-Op Membership without the express prior written consent of Platial. Such action, in the absence of Platial’s consent may result in termination of your Co-Op Membership. Links to your Places, maps, iframes of your places on your website and mention on your website are acceptable. We will supply a logo for co-op members to use on their site and your discretion.

12. Compliance with Laws.

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether now in effect or later coming into effect during the time you are a Program participant.

13. Term and Termination.

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or Platial may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. If you violate a term or condition of this Agreement, your Co-Op Membership and your permission to use the Site, Content, and/or Services will automatically terminate. Platial reserves the right to revoke your access to and use of the Site, Content and/or Services, delete or deactivate your account, or block your email or IP address at any time, with or without cause. You agree that Platial shall not be liable to you or any third party for any termination of your Co-Op Membership or access to the Site, Content and/or Services. You are eligible to earn Advertising Revenue from advertisements served on your Places during the term, and through the date of termination.

14. Disclaimer of Warranties.

YOU AGREE THAT CO-OP MEMBERSHIP AND USE OF THE SITE, CONTENT AND/OR SERVICES IS ENTIRELY AT YOUR OWN RISK. THE PROGRAM, SITE, CONTENT AND SERVICES ARE PROVIDED “AS-IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PLATIAL EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

PLATIAL MAKES NO WARRANTY THAT THE PROGRAM, SITE, CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PLATIAL MAKES NO WARRANTY REGARDING THE TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, TRUTH, COMPLETENESS OR RELIABILITY OF THE PROGRAM, SITE, CONTENT AND SERVICES. PLATIAL DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE, CONTENT OR SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, PLATIAL DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE PROGRAM, SITE, CONTENT OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PLATIAL OR THROUGH THE PROGRAM, SITE, CONTENT AND/OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some states do not allow the exclusions of warranties, in which case the above exclusions may not apply to you. You hereby release Platial, its officers, directors, employees, and agents from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any disputes relating to Content or Co-Op Membership.

15. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PLATIAL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PROGRAM, SITE, CONTENT, AND/OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PROGRAM, SITE, CONTENT, AND/OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PLATIAL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT PLATIAL IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, PLATIAL WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES OR FOR ANY ADVERTISEMENTS SERVED ON YOUR PLACES. YOU AGREE THAT THE AGGREGATE LIABILITY OF PLATIAL TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR CO-OP MEMBERSHIP AND/OR YOUR USE OF THE SITE, CONTENT AND/OR SERVICES IS LIMITED TO THE AMOUNTS PAID TO YOU BY PLATIAL IN ADVERTISING REVENUE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLATIAL AND YOU. You expressly acknowledge that you have no expectation and have received no assurances that Co-Op Membership will result in payment of any Advertising Revenue and your participation in the Program is entirely at your own risk.

16. Indemnification.

You agree to defend, indemnify, and hold Platial, its officers, directors, employees and agents harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your Co-Op Membership and/or your access to, or use of, the Site, Content, and/or Services, or your violation of this Agreement.

17. No Assignment.

You shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Platial. Any such purported assignment or delegation by you without the appropriate prior written consent of Platial shall be null and void and of no force and effect. Platial may assign this Agreement or any rights hereunder without your consent.

18. General.

Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be independent and act independently and not as a contractor, partner, joint venture, agent, employee or employer of the other and shall not bind or attempt to bind the other to any contract. In the event that any provision in this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The failure of Platial to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Platial shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to Platial’s infrastructure or connectivity to the Internet, or failure at Platial’s co-location facility, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Platial will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues. The Agreement and the relationship between you and Platial shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Platial agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California. This Agreement is the entire and exclusive agreement between Platial and you regarding the Site, Content, and Services, and this Agreement supersede and replace any prior agreements between Platial and you regarding the Site, Content, and Services. You consent to the use of (a) electronic means to provide you with notices given pursuant to this Agreement, and (b) electronic records to store information related to this Agreement or your use of the Site.

If you have questions about this Agreement, please contact Platial at coop@platial.com. You can request a copy of this Agreement in paper form and any other records relating to this Agreement of your use of the Site, Services or Content by sending a written request to Platial, Inc., 404 NW 10th Avenue, Portland, OR 97209.