TERMS OF SERVICE

We are glad You have decided to join our community, and we look forward to Your involvement with our site. Before You begin using the website, services, and the content available, please take a moment to review these Terms of Service.

These Terms of Service are an agreement between You and Protoad.com. The terms and conditions herein set out the legally binding terms of Your use of Protoad website and related services.

By using the website or Protoad's services You agree to be bound by these terms and conditions. Please read the Terms of Service below carefully and save it. If You do not agree with it, You must leave the Website and discontinue use of the any of Protoad services immediately.

1. Acceptance of Terms

1. This is a binding agreement ("Agreement") between Protoad.com ("Protoad") and You, the user ("You" or "Your"). By using and/or visiting this website (collectively, including all content and functionality available through the Protoad.com domain name, the "Protoad Website", or "Website"), You signify Your agreement to (1) these terms and conditions (the "Terms of Service" or "TOS"), (2) Protoad's privacy notice, found at The Privacy Notice and incorporated herein by reference, and (3) Protoad's Community Guidelines, found at Community Guidelines and also incorporated herein by reference. If You do not agree to any of the terms below, the Protoad privacy notice, or the Community Guidelines, You may not use the Website.
2. Although Protoad may attempt to notify You when major changes are made to these Terms of Service, You should periodically review the most up-to-date version available at Terms of Service. Protoad may modify or revise these Terms of Service and policies at any time in its sole discretion, and You agree to be bound by such modifications or revisions.

2. Protoad Website

1. The purpose of the Protoad Website is to provide a space for the posting of user generated advertisements for third party products and services.
2. The Protoad Website may contain links to third party websites that are not owned or controlled by Protoad. Protoad has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Website, You waive all rights to any claim that You might have against Protoad now, in the past, or in the future, arising from Your use of or redirection to any third-party website.

3. Protoad Accounts

1. To upload content to the Website, You must create Your own Protoad account. You may never use another's account without permission from that person. When creating Your account, You must provide accurate and complete information in the requested fields. If You provide any information that is untrue, inaccurate, not current or incomplete, or Protoad has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Protoad has the right to suspend or terminate Your account and refuse any and all current or future use of Protoad services (or any portion thereof).
2. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Protoad immediately of any breach of security or unauthorized use of Your account.
3. Although Protoad will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Protoad or others due to such unauthorized use.
4. You acknowledge, consent and agree that Protoad may access, preserve and disclose Your account information and User Submissions (defined below) if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any User Submission violates the rights of third parties; (iv) respond to Your requests for customer service; or (v) protect the rights, property or personal safety of Protoad and the Website, its users and the public.

4. Conditions for Your Access to the Website

Protoad hereby grants You permission to access and use the Website as set forth in these Terms of Service, on the conditions that:

1. You do not to use the Website for any commercial use, without the prior written authorization of Protoad. A "commercial use" is any use of the Website or its related services that uses Protoad resources or User Submissions with the effect of competing with or displacing the market for Protoad, Protoad content, or its User Submissions and/or use of the Website or its related services for the purpose of gaining revenue directly attributable to the appearance of User Submissions on the Website. Thus, for example, sale of access to the Website or its related services is prohibited.
2. You do not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without Protoad prior written authorization.
3. You do not to alter or modify any part of the Website.
4. You do not to access User Submissions (defined below) or Protoad Content through any technology or means other than those provided on the Website itself.
5. You do not "frame" the Website on any other website or otherwise make it appear that You have a relationship to Protoad or that Protoad has endorsed You for any purpose.
6. If You use the uploading functionality on the Website, Protoad may automatically download and install updates to such functionality from time to time. You agree to receive such updates (and permit Protoad to deliver these to You) as part of Your use of the uploading functionality.
7. You do not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the Protoad 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. Notwithstanding the foregoing, Protoad grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Protoad reserves the right to revoke these exceptions either generally or in specific cases. You shall not collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You do not solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
8. In Your use of the Website, You will otherwise comply with the terms and conditions of these Terms of Service, Protoad Community Guidelines, and all applicable local, national, and international laws and regulations.

5. Your User Submissions and Conduct

1. As a Protoad account holder You may submit content to be uploaded and posted on the Website. Such content may include video content ("User Videos"), photographs ("User Photos") and textual content ("User Comments") (collectively referred to herein as "User Submissions"). Whether or not such User Submissions are published, Protoad does not guarantee any confidentiality with respect to any User Submissions.
2. The purposes of User Submissions shall be as an advertisement/opinion/review for a product/service of a third party. User Submissions must portray the product/service in a favorable light.
3. You shall be solely responsible for Your User Submissions, which include any User Submissions uploaded in connection with Your account, and the consequences of posting or publishing them. In connection with User Submissions, You represent, and warrant that: You own or have the necessary licenses, rights, consents, and permissions to use and authorize Protoad to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.
4. You will not submit a User Submission that comprises material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant Protoad all of the license rights in such material granted herein. You further warrant that any and all content comprising any User Submission does not infringe the copyrights or other intellectual property rights of any third party.
5. You will not, in connection with Your use of the Website:
1. upload, post, email, transmit or otherwise make available any User Submission that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity;
3. upload, post, email, transmit or otherwise make available any User Submission that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
4. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
5. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website, including using any device, software or routine to bypass any robot exclusion headers;
6. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
7. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; or
8. collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.
6. Protoad reserves the right to refuse to display and/or remove content posted to this site for any reason whatsoever and at any time, including, but not limited to, as a response to a notification alleging such content infringes another's rights. Protoad has no obligation to display Your User Submission or to maintain such content on the Website and You hold Protoad harmless for any claims whatsoever that You may have relating to Protoad removing Your content from the site and/or refusing to display such content.
7. Protoad reserves the right to decide whether a User Submission is appropriate and complies with these Terms of Service or constitutes a violation other than copyright infringement, such as, but not limited to, pornography, or obscene or defamatory material. Protoad may remove such User Submissions and/or terminate Your access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
8. You acknowledge that Protoad may or may not pre-screen User Submissions, but that Protoad and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submission.
9. By submitting a User Submission to Protoad, You hereby grant Protoad a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of (including translations), display, and perform the User Submissions in connection with the Protoad Website and Protoad (and its successors' and affiliates') business, including, without limitation, for promoting Protoad Website and business to any third party and in any media formats and through any media channels. You also hereby grant each user of the Protoad Website a non-exclusive license to access Your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by You are perpetual and irrevocable.
10. You will not, in connection with User Submissions, submit material that is contrary to the Protoad Community Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
11. You agree that Protoad may display advertisements and promotions of all kinds on the Website and in connection with any User Submission.

6. Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to Your use of content on the Protoad Website.

1. The content on the Protoad Website, except all User Submissions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Protoad Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Protoad subject to copyright and other intellectual property rights under the law. Protoad Content on the Website is provided to You AS IS for Your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Protoad. Protoad reserves all rights not expressly granted in and to the Website and the Protoad Content.
2. You may access User Submissions for Your information and personal use solely as intended through the provided functionality of the Protoad Website. You shall not copy or download any User Submission.
3. You may access Protoad Content, User Submissions and any other content on the Website only as permitted under this Agreement. Protoad reserves all rights not expressly granted in and to the Protoad Content and the Protoad Website.
4. You agree to not engage in the use, copying, or distribution of any of the content on the Website other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.
5. You agree not to circumvent, disable or otherwise interfere with security-related features of the Protoad Website or features that prevent or restrict use or copying of any content or enforce limitations on use of the Protoad Website or the content therein.
6. You understand that when using the Protoad Website You will be exposed to User Submissions from a variety of sources and that Protoad is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that You may be exposed to User Submissions that are inaccurate, or which You might find offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Protoad with respect thereto, and agree to indemnify and hold Protoad, its Owners/Operators, affiliates, agents, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Website.
7. Protoad does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Protoad expressly disclaims any and all liability in connection with User Submissions.

7. Rules for Contests

Any challenges, sweepstakes, contests, raffles, surveys or similar promotions made available through the Site will additionally be governed by separate specific terms and conditions. Please review such terms and conditions prior to participating in any such promotion.

8. Account Termination Policy

1. Protoad respects the intellectual property of others, and we request that users of this site also respect other's intellectual property rights. Protoad may, in appropriate circumstances, disable and/or terminate the ability of users to use the Website that may be repeat infringers of the intellectual property of others, including copyright and trademarks. This may include terminating such users' accounts and/or blocking such users from accessing the Website.
2. Protoad will terminate Your ability to upload content to the Website if, under appropriate circumstances, You are determined to be a repeat infringer.
3. Protoad may terminate Your account at Protoad sole discretion and with or without a reason.

9. Digital Millennium Copyright Act

1. If You believe that any User Submission or other content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. 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 the service provider to locate the material;
4. Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail;
5. 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 the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Protoad designated Copyright Agent to receive notifications of claimed infringement is: Richard Rowe, PO BOX 1, Greenview, CA 96037, email: protoad@wildblue.net, fax: 541-779-1467. If You fail to comply with all of the requirements of this Section 5(D) of the DMCA, Your DMCA notice may not be valid.

1. Counter-Notice. If You believe that Your User Submission that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in Your User Submission, You may send a counter-notice containing the following information to the Copyright Agent:
1. Your physical or electronic signature;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Medford, Oregon, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Protoad may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Protoad's sole discretion.

10. Disclaimer of Warranty

Your use of the Protoad website shall be at Your sole risk. To the fullest extent permitted by law, Protoad its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Website and Your use thereof. Protoad makes no warranties or representations about the accuracy or completeness of this site's content or the content of any sites linked to this site and 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 and use of the Website, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from our website, (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our Website by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Protoad Website. Protoad does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Protoad Website or any hyperlinked website or featured in any banner or other advertising, and Protoad will not be a party to or in any way be responsible for monitoring any transaction between You and third-party providers of products or services.

11. Limitation of Protoad's Liability

In no event shall Protoad its officers, directors, employees, or agents, be liable to You for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from any (i) use or inability to use the Website; (ii) errors, mistakes, or inaccuracies of content, (iii) personal injury or property damage of any nature whatsoever, resulting from Your access to and use of the Website, (iv) any unauthorized access to or use of Protoad secure servers and/or any and all personal information and/or financial information stored therein, (v) any interruption or cessation of transmission to or from our website, (vi) loss or misuse of data you posted, transmitted through, or otherwise communicated via the Website; (vii) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Website by any third party, (viii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of Your use of any content posted, emailed, transmitted, or otherwise made available via the Protoad website, whether based on warranty, contract, tort, or any other legal theory, and whether or not Protoad is advised of the possibility of such damages, and/or (ix) any other matter relating to the Website and associated services. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You specifically acknowledge that Protoad shall not be liable for User Submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with You.

You further specifically acknowledge that Protoad shall not be liable for your interactions with any organizations and/or individuals found on or through the Website or that find you is associate with you use of the Website. This includes, but is not limited to, payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings. These dealings are solely between you and such organizations and/or individuals. Protoad shall have has no obligation to become involved in or monitor disputes between you and organizations and/or individuals.

The Website is controlled and offered by Protoad from its facilities in the United States of America. Protoad makes no representations that the Protoad Website is appropriate or available for use in other locations. Those who access or use the Protoad Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

12. Indemnification of Protoad

You shall indemnify and hold harmless Protoad, its agents, and its employees from and against any and all liability, loss, damage, or expense, including reasonable outside legal fees and costs of defense, arising from any third party claim, demand, action, or cause of action resulting from:  (i) Your use of and access to the Protoad Website, including but not limited to any User Submission uploaded by You or in connection with Your account; (ii) any breach of the Terms of Service by You or arising from content uploaded in connection with Your account; (iii) negligence or willful misconduct on Your part or arising from content uploaded in connection with Your account. Such claims include any claim pertaining to libel, slander, defamation, right of publicity, copyright infringement, trademark infringement, patent infringement, trade secret misappropriation, unfair competition and/or false advertising, dilution, invasion of privacy, piracy, and/or plagiarism arising from any User Submission uploaded by You or in connection with Your account. This obligation will survive these Terms of Service and Your use of the Protoad Website.

13. Ability to Accept Terms of Service

You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

14. Assignment

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by You to any other entity, but may be assigned by Protoad without restriction.

15. No Joint Venture

You agree that no joint venture, partnership, employment, or agency relationship exists between You and Protoad as a result of this Agreement or use of the Website.

16. Miscellaneous

You agree that: (i) the Protoad Website shall be deemed solely based in Oregon; and (ii) the Protoad Website shall be deemed a passive website that does not give rise to personal jurisdiction over Protoad, either specific or general, in jurisdictions other than Oregon. These Terms of Service shall be governed by the internal substantive laws of the State of Oregon, without respect to its conflict of laws principles. Any claim or dispute between You and Protoad that arises in whole or in part from Your use of the Protoad Website shall be decided exclusively by a court of competent jurisdiction located in Jackson County, Oregon. These Terms of Service (including any additional terms incorporated by reference) shall constitute the entire agreement between You and Protoad concerning the Protoad Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Protoad failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Protoad reserves the right to amend these Terms of Service at any time and without notice, and it is Your responsibility to review these Terms of Service for any changes. Your use of the Protoad Website following any amendment of these Terms of Service signifies Your assent to and acceptance of any revised terms. Regardless of any statute of limitation YOU AND PROTOAD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROTOAD WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.