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PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS
AND CONDITIONS, GOVERN YOUR PARTICIPATION AS AN “AFFILIATE”
AND MEMBER OF THE IDI CAMPAIGNS AFFILIATE NETWORK AN ONLINE, PERFORMANCE-BASED
MARKETING NETWORK SPONSORED BY IDI CAMPAIGNS. AS USED HEREIN,
THE TERM “AFFILIATE” OR "PUBLISHER" OR "PARTNER"
SHALL REFER TO A WEB SITE, E-MAIL OR SEARCH ENGINE MARKETER OR
OTHER DISTRIBUTOR OF OFFERS AND THE TERMS “YOU” AND
“YOUR(S)” SHALL REFER TO THE CORPORATE AND/OR INDIVIDUAL
ENTITY OWNING, EITHER DIRECTLY OR INDIRECTLY, THE REFERRING URL
OF EACH AFFILIATE, PUBLISHER OR PARTNER.
IDI Campaigns reserves the right to amend, supplement
or replace entirely these Terms & Conditions at any time with
or without notice.
1. BACKGROUND AND USE OF SITE.
This website allows IDI Campaigns to post offers of advertising
programs sponsored by Advertisers or their affiliates on the system.
Each program will specify the Action required, the Payout amount,
and any special terms for you to receive payment. Affiliate will
receive payment when the Program\'s requirements are fulfilled.
Payment is generated from a specified event identified in a Program,
such as clicks, clickthrough's, sales, registrations, impressions
and leads. The definition of the action associated with a Program
is set forth in the Program's specifications, and such definition
shall govern this Agreement. If an Affiliate accepts a Program
by joining it, the Affiliate agrees to place that Program's advertising
creative on Affiliates media properties, such as Affiliates website,
affiliated websites or email distribution lists, in accordance
with the terms of the accepted Program. IDI Campaigns or Advertiser
may change a Program at any time unless otherwise specified upon
reasonable notice to affiliate. Similarly, Affiliates may drop
previously accepted Programs at any time unless otherwise specified.
IDI Campaigns is responsible for displaying and administrating
all active Programs and tracking the payments owed. IDI Campaigns
shall compile, calculate and electronically deliver data required
to determine Affiliate billing and compensation. IDI Campaigns
figures and calculations shall be final and binding. Any questions
regarding the data provided by IDI Campaigns need to be submitted
in writing within ten (10) days of receipt, otherwise the information
will be deemed accurate and accepted as such by Affiliate.
2. LICENSE:
All websites, newsletters, companies, or individuals need official
approval from IDI Campaigns before they can become an Affiliate
Partner ("Publisher” or "Affiliate"). Only
websites, affiliated websites and email distribution lists that
have been reviewed and approved are permitted to use the Site.
IDI Campaigns reserves the right to withhold or refuse approval
for any reason, whatsoever.
A. In order to be eligible to become an IDI Campaigns Affiliate,
all websites, affiliated websites and email distribution lists
must meet the following criteria:
1. Be content-based, not simply a list of links or advertisements,
nor can the site be centered around making money off of our Advertisers
2. Be written in English and contain only English language content
3. Have a top-level domain name
4. Be fully functional at all levels; no "under construction"
sites or sections
5. Spawning process pop-ups and exit pop-ups are prohibited
B. The content of the websites, affiliated websites and email
distribution lists cannot infringe on any personal, intellectual
property or copyrights including but not limited to:
1. Racial, ethnic, political, hate-mongering or otherwise objectionable
content
2. Investment, money-making opportunities or advice not permitted
under law
3. Gratuitous violence or profanity
4. Material that defames, abuses, or threatens physical harm to
others
5. Promotion of illegal substances or activities such as illegal
online gambling, how to build a bomb, counterfeiting, etc.
6. Software Pirating (e.g., Warez)
7. Hacking or Phreaking or Phishing.
8. Any illegal activity whatsoever
9. Any spoofing or redirecting in an effort to gain traffic
IDI Campaigns grants Affiliate a non-transferable, non-exclusive
limited license, if approved, to use the Site and any data, reports,
information or analyses arising out of such use, subject to the
terms and conditions set forth herein. Affiliate acknowledges
and agrees that Affiliate does not have, nor will claim any right,
title or interest in the Site software, applications, data, methods
of doing business or any elements thereof. Affiliate may only
access the Site via web browser, email or in a manner approved
by IDI Campaigns. Site integration tags must NOT be altered. Altering
tags may jeopardize your ability to pay for Events.
Affiliate agrees not to carry objectionable materials on their
web site which would revoke their affiliation as determined by
IDI Campaigns. Affiliate will only run approved banners and text
in their advertising of our programs and will NOT create their
own banners or advertising text, unless expressly approved in
writing from IDI Campaigns. Violation of this forfeits your commissions.
Affiliate WILL NOT spam or send unsolicited email mentioning or
promoting the Affiliate programs. Any violation of this will result
in the Affiliate being liable for damages of $5.00 per email sent
and other damages as deemed by a court of law. Every Affiliate
is required to execute a CAN SPAM compliance declaration waiver.
Editing of an Advertiser's program images or copy is strictly
prohibited. Affiliate will only use approved banners and text
to link to an Advertiser's sign-up pages. Affiliates will not
mislead people to make it seem that they are signing up for an
offer that is offered by the Affiliate site. Affiliate can ONLY
use banners and approved text, any other use of link and sign-up
processes will result in the loss of all sign ups/leads accrued
for the Affiliate.
3. COMMUNICATIONS:
As a member of IDI Campaigns Network you specifically agree to
receive email and other communications from IDI Campaigns at anytime.
You may Opt-out of receiving future communications by canceling
your membership.
4. FRAUD:
IDI Campaigns actively monitors traffic for Fraud. If we detect
fraud, your account will be made inactive pending further investigation.
This means that ALL payments, pending payments and or results,
past, present and future will be suspended and or forfeited.
If Affiliate fraudulently add leads or clicks or inflate leads
or clicks by fraudulent traffic generation (as determined solely
by IDI Campaigns, such as pre- population of forms or mechanisms
not approved by IDI Campaigns), Affiliate will forfeit your entire
commission for all programs and Affiliate account will be terminated.
In addition, if 10% or more of a campaign result including Sales,
Leads, Clickthroughs, Pay Per Call or any other campaign result
is rejected then all results supplied will be rejected. IDI Campaigns
reserves sole judgment in determining what constitutes fraudulent
activity and result rejections.
It is the OBLIGATION of the Affiliate to prove to IDI Campaigns
that they are NOT committing fraud. IDI Campaigns will hold all
payments in Pending Status until Affiliate has satisfactorily
provided evidence that Affiliate is not defrauding the system.
Our system automatically flags accounts that:
1. Have impression, clicks and leads ratios inconsistent with
Network and or industry averages.
2. Have click-through rates that are much higher than industry
averages and where solid justification is not evident.
3. Have ONLY click programs generating clicks with no indication
by site traffic that it can sustain the clicks reported.
4. Have shown fraudulent leads or results as determined by our
advertisers.
5. Supply in any form non-exclusive leads or results.
6. Use fake redirects, Hitbots, automated software, and/or any
other method to defraud or to generate impressions, clicks, leads
or sales from our programs.
7. Are listed with an Affiliate Verification service or other
affiliate reporting service.
8. Engage in any form of SPAM as defined by the CAN SPAM ACT 2003
and subsequent amendments.
9. Providing false registration information including false Social
Security or Employer Identification number/s or false address.
IDI Campaigns and/or Advertiser and/or appointed representative
must be able locate advertisements placed on an Affiliates website.
If Affiliate website requires a username and password in order
to view advertisements, Affiliate will provide this at no charge
and upon request.
Any affiliate that has had their account suspended pending a fraud
complaint, has not received payment as a result of a pending fraud
complaint or has been terminated as a result of a fraud complaint,
and subsequently engages in ANY form of Denial of Service attack
will be considered an Act of Terrorism and will be immediately
referred to Federal Authorities. IDI Campaigns has a ZERO tolerance
and will prosecute any individual involved with DoS attacks or
HitBot attacks to the fullest extent permitted by law.
5. PAYMENT:
Affiliate will be paid per the valid occurrence of an Action.
An action is defined as a conversion, sale, lead and/or click.
The individual action will be further defined in the Insertion
Order for the offer. Parties understand and agree that payment
will be owed to Affiliate from Advertiser on terms of NET 30 End
of Month unless special other arrangements have been pre-approved
by IDI Campaigns. All accounts will be paid in US dollars ($US).
No checks will be issued for any amounts less than $50 US Dollars.
Payment will be made via electronic payment service like PayPal,
or regular Check. Affiliate accepts all risks associated with
non-payment by an advertiser and acknowledges that IDI Campaigns
is not a guarantor of any advertiser payment obligation. Every
Affiliate account must have a unique, valid Employer identification
number (EIN) or valid Social Security number. All Affiliates are
required to complete a W9 or W8 form and a CAN SPAM compliance
declaration waiver prior to payment. All payments are based on
actual figures as defined, accounted and audited by IDI Campaigns
and/or Advertiser. IDI Campaigns will facilitate payment by disbursing
the earned portion of lump sum aggregate payments to individual
Affiliates upon receipt of payment from Advertiser. In the event
IDI Campaigns fails to receive payment due from Advertiser it
shall have no payment obligation to Affiliate. If Advertiser does
not pay on time, IDI Campaigns may notify Affiliate and offer
its best efforts in matters related to collections. IDI Campaigns
will not pay for any Actions that occur before a Program is initiated,
in certain circumstances beyond any daily frequency cap if so
stipulated or after a Program terminates. Invoices submitted to
IDI Campaigns and payments made to Affiliates shall be based on
the Actions and corresponding payouts as reported by IDI Campaigns,
however, actual results may change from those shown as a result
of Advertiser validations. IDI Campaigns will not be responsible
to compensate Affiliate for Actions that are not recorded due
to Affiliate error. When making payment via PayPal or other electronic
service IDI Campaigns may make an initial small deposit for the
purpose of validating the affiliates details and location match
the affiliate details supplied at the time of signup. Affiliate
is subject to payment forfeiture if after two (2) attempts to
resolve payment limitations the Affiliate does not comply with
these Terms and Conditions in relation to the necessary documentation
required prior to payment approval. Such limitations include,
but are not limited to, no return correspondence by email or telephone
to communicate circumstances that make non-compliance deficient
and/or required documents (i.e., Forms W-8 or W-9, Taxpayer Identification
Number (TIN) matching with the IRS database, or having a PayPal
email address for foreign Affiliate payments).
6. TERMINATION:
This Agreement shall commence upon your acceptance and remain
in effect until terminated. This Agreement may be terminated by
either Party upon three (3) days' notice. This Agreement shall
terminate immediately upon the dissolution or insolvency of either
Party. IDI Campaigns reserves the right, in its sole and absolute
discretion, to terminate a Program and remove any advertisements
at any time for any reason, with or without notice to Affiliate.
IDI Campaigns also reserves the right to terminate Affiliates
access to the Site at any time without notice. IDI Campaigns reserves
the right to terminate any Affiliate's contract for any reason
whatsoever. All legitimate moneys, in excess of the minimum threshold
amount as contracted, due to Affiliate will be paid during the
next billing cycle. If Affiliate defrauds the system, then payment
is forfeited as determined solely by IDI Campaigns.
7. NON-CIRCUMVENTION:
Affiliate shall not intentionally solicit, induce, recruit, or
encourage, directly or indirectly, any Advertiser that is known
to Affiliate to be an advertising client and/or customer of IDI
Campaigns. The foregoing restriction shall not apply to Advertisers
with whom Affiliate already has a business relationship prior
to the placement of advertising on Affiliate’s site on behalf
of such Advertisers by IDI Campaigns, as explicitly proven by
documented evidence of such prior business relationship provided
by Affiliate to IDI Campaigns immediately upon IDI Campaign’s
written request.
8. INDEMNIFICATION:
IDI Campaigns and Affiliate hereby agree to indemnify, defend
and hold harmless each other and each other's officers, directors,
agents, affiliates and employees from and against all claims,
actions, liabilities, losses, expenses, damages, and costs (including,
without limitation, reasonable attorneys' fees) that may at any
time be incurred by any of them by reason of any claims, suits
or proceedings (a) for libel, defamation, violation of right of
privacy or publicity, copyright infringement, or other infringement
of any third party right, fraud, false advertising, misrepresentation,
product liability or violation of any law, statute, ordinance,
rule or regulation throughout the world in connection with the
use of Network; (b) or arising out of any material breach by IDI
Campaigns, or Affiliate of any duty, representation or warranty
under any agreement between IDI Campaigns and Affiliate.
9. DAMAGES:
In no event shall either party be liable for special, indirect,
incidental, or consequential damages, including, but not limited
to, loss of data, loss of use, or loss of profits arising there
under or from the provision of services.
10. WARRANTY DISCLAIMER:
IDI CAMPAIGNS AND AFFILIATES DO NOT MAKE AND HEREBY EXPRESSLY
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE
OF ANY SOFTWARE PROGRAMS INCIDENTAL TO SERVICES RENDERED BY IDI
CAMPAIGNS, SERVICES PROVIDED THERE UNDER, OR ANY OUTPUT OR RESULTS
THEREOF. IDI CAMPAIGNS AND AFFILIATES SPECIFICALLY DISCLAIM ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
11. LIMITATION OF LIABILITY:
NEITHER IDI CAMPAIGNS NOR AFFILIATES WILL BE SUBJECT TO ANY LIABILITY
WHATSOEVER FOR (A) ANY FAILURE TO PROVIDE REFERENCE OR ACCESS
TO ALL OR ANY PART OF THE CREATIVE DUE TO SYSTEMS FAILURES OR
OTHER TECHNOLOGICAL FAILURES OF IDI CAMPAIGNS OR OF THE INTERNET;
(B) DELAYS IN DELIVERY AND/OR NON-DELIVERY OF A CAMPAIGN, INCLUDING,
WITHOUT LIMITATION, DIFFICULTIES WITH A AFFILIATE OR WEBSITE,
DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION;
AND (C) ERRORS IN CONTENT OR OMISSIONS IN ANY CREATIVE PROVIDED
BY CUSTOMER. THE TOTAL LIABILITY OF IDI CAMPAIGNS AND AFFILIATES
ARISING OUT OF THIS CAMPAIGN OR THE SERVICES PROVIDED THERE UNDER,
WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED
THE AMOUNT PAID TO IDI CAMPAIGNS FOR THE CAMPAIGN ,AT ISSUE OR
IN QUESTION, RUN ON CUSTOMER'S BEHALF.
12. INTELLECTUAL PROPERTY RIGHTS:
The Services offered by IDI Campaigns may be subject to patent,
trademark, copyright, design and other rights. Except as stated
below, none of the materials in IDI Campaigns’ promotional
materials, or on its website(s) may be reproduced, distributed,
republished, downloaded, copied in any form or by any means, displayed,
posted, transmitted, modified, translated, added to, updated,
compiled, or abridged without the prior written permission of
IDI Campaigns. Affiliate may download, store, print and copy selected
portions of the content in IDI Campaign’s website(s), or
promotional materials, provided Affiliate: (1) only uses the content
downloaded, stored, printed for furthering Affiliate's business
with IDI Campaigns; (2) does not publish or post any part of the
content from the catalog(s) or website(s) in any other catalog
or on any other Internet site; (3) does not publish or broadcast
any part of the content from the website(s) in or on any other
media; and (4) does not modify or alter the content from the website(s)
in any way or delete or modify any copyright or trademark notice.
13. PUBLICITY:
IDI Campaigns shall have the right to reference and refer to its
work for, and relationship with, Affiliate for marketing and promotional
purposes. No press releases or general public announcements shall
be made without the mutual consent of IDI Campaigns and Affiliate.
14. GENERAL:
This Agreement, including all attachments which are incorporated
herein by reference, constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes
and replaces all prior and contemporaneous understandings or agreements,
written or oral, regarding such subject matter. Applicable sections
shall survive expiration or early termination of this Agreement.
Nothing in this Agreement shall be deemed to create a partnership
or joint venture between the parties and neither IDI Campaigns
nor Affiliate shall hold itself out as the agent of the other,
except for that specified in this Agreement. Neither party shall
be liable to the other for delays or failures in performance resulting
from causes beyond the reasonable control of that party, including,
but not limited to, acts of God, labor disputes or disturbances,
material shortages or rationing, riots, acts of war, governmental
regulations, communication or utility failures, or casualties.
This agreement forms the Terms and Conditions of any insertion
order and any relationship between the parties and supersedes
any negotiation, conversation or otherwise implied or agreed term,
unless such modification is given in writing and signed by the
Company. Failure by either party to enforce any provision of this
Agreement shall not be deemed a waiver of future enforcement of
that or any other provision. Any waiver, amendment or other modification
of any provision of this Agreement shall be effective only if
in writing and signed by the parties. If for any reason a court
of competent jurisdiction finds any provision of this Agreement
to be unenforceable, that provision of the Agreement shall be
enforced to the maximum extent permissible so as to affect the
intent of the parties, and the remainder of this Agreement shall
continue in full force and effect. Headings used in this Agreement
are for ease of reference only and shall not be used to interpret
any aspect of this Agreement.
15. FORCE MAJEURE:
IDI Campaigns shall not be liable for loss or damage caused by
any delay or failure to perform resulting in whole or in part
from Acts of God, severe weather conditions, labor disruptions,
governmental decrees or controls, insurrections, war, risks, shortages,
inability to produce, procure or ship product, services or obtain
permits and licenses, insolvency or any other commercial impracticability
and or any circumstances beyond the control of IDI Campaigns in
its business operations.
16. ASSIGNMENT:
Affiliate may not assign this agreement, in whole or in part,
without written consent from IDI Campaigns. Any reasonable request
to assign this agreement in the event of a significant change
in ownership of Affiliate, or such similar event, will be granted.
Any attempt to assign this Agreement without such consent will
be null and void.
17. WAIVER:
IDI Campaigns’ failure to insist on performance of any term
or condition contained in this Agreement, or failure to exercise
any of IDI Campaigns' rights hereunder, shall not constitute a
waiver of any of IDI Campaign's rights or remedies under this
Agreement.
18. GOVERNING LAW:
This Agreement will be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
19. SEVERABILITY:
If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, such provision shall
be enforced to the fullest extent permitted by applicable law,
and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
20. ABILITY TO ENTER INTO AGREEMENT:
Affiliate warrants that Affiliate (or Authorized Representative
of Affiliate) is at least 18 years of age, has the appropriate
authority to enter into this agreement, and that there is no legal
reason that Affiliate cannot enter into a binding contract. If
any provision of this agreement shall be held or made invalid
or unenforceable by a court decision, statute, rule or otherwise,
the remaining provisions of this agreement shall not be affected
thereby.
By applying to run this offer, Affiliate specifically and unconditionally
agrees to all Terms and Conditions.
Affiliate wishes to mail on campaigns offered by IDI CAMPAIGNS
and wishes to be paid for the leads generated by Affiliate. IDI
CAMPAIGNS wishes Affiliate to generate leads, but also wishes
Affiliate to certify that they are in compliance with the requirements
of the Can-Spam Act of 2003 or the current law enacted accordingly,
and any Federal Trade Commission rules under the CAN-SPAM Act.
Therefore, in exchange for these and other valuable considerations:
Affiliate Hereby Certifies That with every piece of mail it sends
on any IDI CAMPAIGNS mailing:
1. They will not use proxies or relays to send the mail.
2. They will not falsify their headers when sending mail.
3. All registration information used by Affiliate when buying
domains, or setting up e-mail accounts, or when registering for
IP addresses was true and correct.
4. Their mail will contain a valid From e-mail address, registered
with true and correct information.
5. No subject lines will be used that would be likely to mislead
the recipient about the contents of the e-mail.
6. Every outgoing piece of mail will have a conspicuous opt-out
mechanism which works for at-least 30 days after the mailing is
completed.
7. They will honor all posted IDI CAMPAIGNS opt-outs before mailing
begins, and they will honor all Affiliate opt-outs within 10 days
of request.
8. Each message will have a conspicuous identification that it
is an Advertisement.
9. Every message will contain a valid physical postal address
of the sender.
10. No mail will be sent to a recipient address that was obtained
after December 31, 2003 using an address harvester or obtained
by means of a dictionary attack. For address lists created before
January 1, 2004, the Affiliate certifies that they have no actual
knowledge, or knowledge fairly implied on the basis of objective
circumstances, that the lists were created in this impermissible
fashion.
11. No e-mail address used by the Affiliate in the performance
of their lead generation was created by use of automated means
to register for multiple e-mail addresses.
12. They will be in compliance with the requirements of the CAN-SPAM
Act and any other Federal Trade Commission rules under the Act.
Affiliate recognizes compliance with these mailing requirements
is necessary for every piece of mail it sends on any IDI CAMPAIGNS
mailing. In the event that Affiliate, and its principals, individually,
does not follow these agreed upon mailing practices, Affiliate
agrees to indemnify and hold IDI CAMPAIGNS and its Advertisers
harmless against any and all claims arising out of Affiliate’s
failure to comply with the listed mailing requirements, Can-Spam
Act of 2003 and Amendments.
By applying to run this offer, Affiliate specifically and unconditionally
agrees to all Terms and Conditions of the CAN-SPAM ACT of 2003
and any other Federal Trade Commission rules under the Act.
Updated 7/17/2008
THIS AGREEMENT governs the disclosure of information and is designed
to facilitate open communication, sharing of business information
for the purpose of establishing a commercial relationship between
parties. NOW, THEREFORE, in consideration of the mutual promises
set forth herein and Parties to this agreement are by and between
with the intent to be legally bound; IDI Campaigns and Affiliate
agree as follows:
1. Definition of Confidential Information. As used herein, "Confidential
Information" shall mean any and all technical and non-technical
information related to and/or provided by either party to the
other, including but not limited to (a) patent(s) and patent applications,
(b) trade secret, and (c) copyrighted information (d) proprietary
information, affiliate identities and contact information, ideas,
techniques, sketches, drawings, works of authorship, models, inventions,
know-how, processes, apparatuses, equipment, algorithms, software
programs, software source documents, and formulae related to the
current, future, and proposed products and services of each of
the parties, and including, without limitation, their respective
information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing, manufacturing, customer
lists, investors, employees, business and contractual relationships,
business forecasts, sales and merchandising, marketing plans and
information the disclosing party provides regarding third parties.
2. Identification of Confidential Information. If the Confidential
Information is embodied in tangible material (including without
limitation, letters, email, software, hardware, drawings, graphs,
charts, disks, tapes, prototypes and samples), it shall be automatically
regarded as "Confidential" or bear a similar legend.
If the Confidential Information is disclosed orally or visually,
it shall be identified as such at the time of disclosure.
3. Exceptions to Confidential Information. Each party's obligations
under this Agreement with respect to any portion of the other
party's Confidential Information shall terminate when the party
to whom Confidential Information was disclosed (the "Recipient")
can document that: (a) it was in the public domain at the time
it was communicated to the Recipient by the other party; (b) it
entered the public domain subsequent to the time it was communicated
to the Recipient by the other party through no fault of the Recipient;
(c) it was in the Recipient's possession free of any obligation
of confidence at the time it was communicated to the Recipient
by the other party; (d) it was rightfully communicated to the
Recipient free of any obligation of confidence subsequent to the
time it was communicated to the Recipient by the other party;
(e) it was developed by employees or agents of the Recipient independently
of and without reference to any information communicated to the
Recipient by the other party; (f) it was communicated by the other
party to an unaffiliated third party free of any obligation of
confidence; (g) 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; (h) if disclosed orally or visually, it
was not identified as Confidential Information of the disclosing
party at the time of such communication; or (j) there was a documented
previous working relationship in existence.
4. Handling of Confidential Information. Each party agrees that
at all times and notwithstanding any termination or expiration
of this Agreement it will hold in strict confidence and not disclose
to any third party Confidential Information of the other, except
as approved in writing by the other party to this Agreement, and
will use the Confidential Information for no purpose other than
with the other party to this Agreement. Each party shall only
permit access to Confidential Information of the other party to
those of its employees or authorized representatives having a
need to know and who have signed confidentiality agreements or
are otherwise bound by confidentiality obligations at least as
restrictive as those contained herein.
5. Residual Knowledge. Recipient may enhance its knowledge and
experience retained in intangible form in the unaided memories
of its directors, employees/contractors and advisors as a result
of viewing Discloser’s Confidential Information. So long
as Recipient complies with Section 4 of this Agreement, Recipient
may develop, disclose, market, transfer and/or use such knowledge,
experience and intellectual property that may be generally similar
to Discloser’s Confidential Information, and Discloser shall
not have any rights in such knowledge, experience or intellectual
property nor any rights to compensation related to the Recipient
use of such knowledge, experience or intellectual property, nor
any rights in Recipient’s business endeavors.
6. Term and Termination. This Agreement shall terminate two (2)
year(s) after the Effective Date. The Recipient's obligations
under this Agreement shall survive termination of the Agreement
between the parties and shall be binding upon the Recipient's
heirs, successors and assigns for a period of two (2) years. Upon
termination or expiration of the Agreement, or upon written request
of the other party, each party shall promptly return to the other
all documents and other tangible materials representing the other's
Confidential Information and all copies thereof.
7. Warranties. Each party represents and warrants to the other
party that (i) it has the requisite corporate authority to enter
into and perform this Agreement, (ii) this Agreement constitutes
its legally binding obligation, enforceable in accordance with
its terms, and (iii) its execution and performance under this
Agreement, including its disclosure of Confidential Information
to the Recipient, will not result in a breach of any obligation
to any third party or infringe or otherwise violate any third
party’s rights.
8. No Reverse Engineering. Each of the parties agrees that the
software programs of the other party contain valuable confidential
information and each party agrees it will not modify, reverse
engineer, decompile, create other works from, or disassemble any
software programs contained in the Confidential Information of
the other party without the prior written consent of the other
party.
9. No Grant of Rights. The parties recognize and agree that nothing
contained in this
Agreement shall be construed as granting any property rights,
by license or otherwise, to any Confidential Information of the
other party disclosed pursuant to this Agreement, or to any invention
or any patent, copyright, trademark, or other intellectual property
right that has issued or that may issue, based on such Confidential
Information. Neither party shall make, have made, use or sell
for any purpose any product or other item using, incorporating
or derived from any Confidential Information of the other party.
10. Equitable Remedies. Recipient acknowledges that Recipient’s
breach of this Agreement may cause irreparable harm to Discloser
for which Discloser is entitled to seek injunctive or other equitable
relief as well as monetary damages.
11. Miscellaneous. No party shall not transfer or assign this
Agreement to any other person or entity, whether by operation
of law or otherwise, without the prior written consent of the
other. Any such attempted assignment shall be void and of no effect.
This Agreement shall be governed by, enforced under, and construed
and interpreted in accordance with, the laws of without reference
to conflict of laws principles. Each party agrees and consents
to venue and personal jurisdiction in the Commonwealth of Pennsylvania,
United States. If any provision of this Agreement is found by
a proper authority to be unenforceable or invalid such unenforceability
or invalidity shall not render this Agreement unenforceable or
invalid as a whole and in such event, such provision shall be
changed and interpreted so as to best accomplish the objectives
of such unenforceable or invalid provision within the limits of
applicable law. No party will assign or transfer any rights or
obligations under this Agreement, including by operation of law,
without the prior written consent of the other party. The Agreement
is the complete and exclusive agreement regarding the disclosure
of Confidential Information between the parties, and replaces
any prior oral or written communications between the parties regarding
Confidential Information, except in instances that a Nondisclosure
Agreement is currently in force. This Agreement may be signed
in multiple copies, each of which shall constitute the same instrument.
Once completely executed, any reproduction of this Agreement made
by reliable means shall be considered an original.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have executed this Agreement as of the date set forth.
1. Parties. Pursuant to this Agreement, IDI Campaigns ("IDI
Campaigns") of 1787 West 26th Street, Erie Pennsylvania 16508
and Advertiser ("Advertiser") shall agree to the following
terms and conditions for the purchase of online advertising inventory
("Inventory") from IDI Campaigns Network ("Network")
Publishers ("Publishers") and delivery of Advertiser's
advertising materials and linked URLs ("Creative") to
consumer web browsers and email via said Inventory. This includes
the serving, tracking and reporting of each purchase, lead, click
or impression ("Campaign"). Campaign details are as
stated in the Campaign Insertion Order ("IO"). In the
event of a difference between the terms of the Advertiser Agreement
and the IO, the IO shall take precedence.
2. Definitions
2.1 "Action" shall be defined in the IO and shall be
the basis for determining how IDI Campaigns is paid by the Advertiser.
2.2 "Ad" means an advertisement provided by, or on behalf
of, Advertiser to IDI Campaigns pursuant to any IO or Cross-publication.
2.3 "Publisher" means any advertising network, website,
newsletter, search engine, email list, or any other type of Internet
property.
2.4. "Network" means the Internet advertising network
operated by IDI Campaigns, which is comprised of Publishers.
2.5. "Advertiser Website" means any website that is
owned and operated by or on behalf of Advertiser, or which is
designated by Advertiser in writing as an Advertiser website.
2.6 "Confidential Information" means any and all information
that is disclosed by one party to the other that relates to the
disclosing party's trade secrets, products, promotional material,
developments, proprietary rights or business affairs, together
with the intellectual property and all other information collected,
prepared, developed, generated or acquired by the receiving party
or any of its employees or agents as a result of or in connection
with the Services, excluding information that: (a) is or becomes
publicly known, through no fault of the receiving party; (b) was
known by the receiving party prior to disclosure hereunder; (c)
the receiving party can demonstrate is disclosed to the receiving
party by a third-party with no violation of confidentiality to
the disclosing party; (d) the receiving party can demonstrate
prior knowledge to disclosing party; or (e) is developed by the
receiving party independent of any use of information disclosed
by the disclosing party. IDI Campaigns' Confidential Information
includes, but is not limited to: (i) Publishers comprising the
Network; (ii) media rates negotiated by IDI Campaigns; (iii) IDI
Campaigns' technology providers; and (iv) IDI Campaigns' media
planning and buying methodologies.
2.7. "User" means a person using the Internet.
2.8. "Campaign Specifications" refers to the particular
parameters of Advertiser's
advertising campaign, including pricing information, as set forth
in the IO or Cross-publication details.
3. IDI Campaigns' Services (the "Services")
3.1. IO. The IO shall specify (i) the User Action for which IDI
Campaigns will be paid, (ii) the amount IDI Campaigns will be
paid for each User Action, and (iii) other requirements that are
specific to the campaign.
4. Responsibilities of Advertiser
4.1. Creative. Advertiser will provide IDI Campaigns with the
creative materials required to deliver the Ads of Advertiser,
including product/service descriptions, graphic images, logos,
and offer copy for each promotion or campaign. Offer copy shall
include subject and from lines (for emails); offer description
(in text and html formats), terms and conditions (if applicable),
and any other information necessary to comply with applicable
laws and regulations (including the CAN-SPAM Act). Advertiser
will submit changes or cancellations of any creative materials
in writing to IDI Campaigns at least ten (10) business days in
advance of requested change date.
4.2. Marketing. Advertiser grants IDI Campaigns a non-exclusive
license to use, reproduce, publicly and digitally display and
perform, transmit and broadcast Advertiser's name, logos, trademarks,
trade names, service marks, URLs and slogans to advertise, market,
promote and publicize IDI Campaigns' service including the inclusion
of Advertiser in IDI Campaigns' marketing materials and on IDI
Campaigns' "Advertisers" and "testimonial"
page on its web site. IDI Campaigns and Publisher jointly represents
and warrant that: (1) Publisher is the owner or is licensed to
use the entire contents and subject matter contained in the Inventory;
(2) the Inventory does not violate any law or regulation; (3)
the Inventory does not contain any misrepresentation, or content
that is defamatory or violates any rights of privacy or publicity;
(4) Publisher is generally familiar with the nature of the Internet
and will comply with all laws and
regulations that may apply; and (5) the Inventory does not and
will not infringe any copyright, trademark, patent or other proprietary
right. Publisher grants IDI Campaigns and Advertiser the right
and license to transmit the Creative to the Inventory.
4.3. Non-circumvention. During the Term of any IO in effect and
for a period of 180 days thereafter, Advertiser agrees that it
will not engage, contract with, work with, license, or permit
any person, firm, or entity to represent Advertiser in any performance-based
advertising relationship with any Publishers within the Network,
unless a previously existing business relationship between Advertiser
and such Publishers can be demonstrated to IDI Campaigns' reasonable
satisfaction. In the event a Publisher does contact Advertiser
and Advertiser finds out at a later time that such Publisher is
a Publisher within Network, then Advertiser shall notify such
Publisher immediately that it must work directly with IDI Campaigns
and immediately halt any marketing campaigns it is conducting
with such Publisher. Both parties agree and acknowledge that if
Advertiser violates its obligations under this Section 4.3, IDI
Campaigns will be entitled to liquidated damages in the amount
of fifty percent (50%) of the gross revenues resulting from sales
conducted by Advertiser through the advertising or marketing efforts
of such Publisher(s), in addition to any other remedies IDI Campaigns
may have at law or in equity.
4.4. Public Release. Neither Advertiser nor IDI Campaigns shall
release any information regarding Advertiser's relationship with
IDI Campaigns, including, without limitation, in press releases
or promotional or merchandising materials, without the prior written
consent of both Advertiser and IDI Campaigns
5. Trafficking: Trafficking of Campaigns on the Network requires
0-3 business days after Advertiser has supplied the Creative.
All Campaigns placed on the Network are subject to Network capacity
limitations, which include software, hardware, bandwidth, inventory
availability, payment terms, credit history, creative performance,
and market pricing limitations. If the IO indicates Automatic
Campaign Extension, Advertiser hereby grants IDI Campaigns the
right to extend the end date of the Campaign, in IDI Campaigns'
discretion, to complete delivery of the contracted Campaign budget.
6. Quality Control: IDI Campaigns reserves the right to refuse
service to any new or existing Advertiser, in its sole discretion,
with or without cause. IDI Campaigns reserves the right, in its
sole discretion and without liability, to reject, omit or exclude
any Creative for any reason at any time, with or without notice
to the Advertiser and regardless of whether such Creative was
previously accepted or published. IDI Campaigns does not accept
Creative from Advertisers that produce or provide adult content.
Creative (ad content AND linked URLs) shall not include nudity,
partial nudity or adult language. IDI Campaigns does not accept
Advertisers that engage in, promote or facilitate illegal activities.
IDI Campaigns may in its sole discretion refuse or restrict
use of any Creative that it deems appropriate or requires special
handling. This Agreement is cancelable by IDI Campaigns immediately
if Advertiser fails to disclose, conceals or misrepresents itself
in any way.
7. Campaign Accounting: Campaigns purchased on the IDI Campaigns
Network are served, tracked and reported by IDI Campaigns. Unless
otherwise stated in the IO or Cross-publication details, IDI Campaigns
shall be the governing counting authority, and all prepaid and
billed amounts due shall be per IDI Campaigns. Advertiser agrees
to place and maintain IDI Campaigns tracking pixel on their website
and on the appropriate page. If advertiser removes tracking pixel
we reserve the right to immediately terminate campaign without
notice.
7.1 Payment Terms unless otherwise stated in IO will be strictly
30 days Net from date of invoice. IDI Campaigns will email invoices
each month for Actions sent for the previous one month period.
Advertiser agrees that timely payment is necessary for continued
Action delivery and IDI Campaigns reserves the right to halt advertising
at any time upon failure to comply with payment terms as set forth
above. Late payments will attract a finance interest charge of
1.5% per month or 18% per annum.
7.2 Discrepancies: Advertiser specifically agrees to notify IDI
Campaigns within seven days from the date of the actual lead supply
date of ANY discrepancies relating to bad leads or quantities.
Claims or adjustments outside of the seven day period will not
be recognized. It is the responsibility of the advertiser to remain
vigilant and notify IDI Campaigns immediately if there is a problem.
7.3 Cancellations: Unless otherwise stated in Insertion Order,
a campaign may be cancelled by either party with 24 (twenty four)
hours written notice Monday to Friday, 9:00am to 5:30pm Eastern
Standard time.
8. Indemnification. IDI Campaigns and Advertiser hereby agree
to indemnify, defend and hold harmless each other and each other's
officers, directors, agents, affiliates and employees from and
against all claims, actions, liabilities, losses, expenses, damages,
and costs (including, without limitation, reasonable attorneys'
fees) that may at any time be incurred by any of them by reason
of any claims, suits or proceedings (a) for libel, defamation,
violation of right of privacy or publicity, copyright infringement,
or other infringement of any third party right, fraud, false advertising,
misrepresentation, product liability or violation of any law,
statute, ordinance, rule or regulation throughout the world in
connection with the use of Network; (b) or arising out of any
material breach by IDI Campaigns, or Advertiser of any duty, representation
or warranty under any agreement between IDI Campaigns and Advertiser.
9. Damages. In no event shall either party be liable for special,
indirect, incidental, or consequential damages, including, but
not limited to, loss of data, loss of use, or loss of profits
arising thereunder or from the provision of services.
10. Warranty Disclaimer. IDI Campaigns and Publishers do not
make and hereby expressly disclaim all warranties, express or
implied, with respect to any matter whatsoever, including, without
limitation, the performance of any software programs incidental
to services rendered by IDI Campaigns, services provided thereunder,
or any output or results thereof. IDI Campaigns and Publishers
specifically disclaim any implied warranty of merchantability
or fitness for a particular purpose.
11. Limitation of Liability. Neither IDI Campaigns nor Publishers
will be subject to any liability whatsoever for (a) any failure
to provide reference or access to all or any part of the Creative
due to systems failures or other technological failures of IDI
Campaigns or of the Internet; (b) delays in delivery and/or non-delivery
of a Campaign, including, without limitation, difficulties with
a Publisher or website, difficulties with a third-party server,
or electronic malfunction; and (c) errors in content or omissions
in any Creative provided by Advertiser. The total liability of
IDI Campaigns and Publishers arising out of this campaign or the
services provided thereunder, whether based in contract, tort
or otherwise, shall not exceed the amount paid to IDI Campaigns
for Campaigns run on Advertiser's behalf.
12. General. This Agreement, including all attachments which
are incorporated herein by reference, constitutes the entire agreement
between the parties with respect to the subject matter hereof,
and supersedes and replaces all prior and contemporaneous understandings
or agreements, written or oral, regarding such subject matter.
Applicable sections shall survive expiration or early termination
of this Agreement. Nothing in this Agreement shall be deemed to
create a partnership or joint venture between the parties and
neither IDI Campaigns nor Advertiser shall hold itself out as
the agent of the other, except for that specified in this Agreement.
Neither party shall be liable to the other for delays or failures
in performance resulting from causes beyond the reasonable control
of that party, including, but not limited to, acts of God, labor
disputes or disturbances, material shortages or rationing, riots,
acts of war, governmental regulations, communication or utility
failures, or casualties. Failure by either party to enforce any
provision of this Agreement shall not be deemed a waiver of future
enforcement of that or any other provision. Any waiver, amendment
or other modification of any provision of this Agreement shall
be effective only if in writing and signed by the parties. If
for any reason a court of competent jurisdiction finds any provision
of this Agreement to be unenforceable, that provision of the Agreement
shall be enforced to the maximum extent permissible so as to affect
the intent of the parties, and the remainder of this Agreement
shall continue in full force and effect. Headings used in this
Agreement are for ease of reference only and shall not be used
to interpret any aspect of this Agreement. 13 Assignment. Advertiser
may not assign this agreement, in whole or in part, without written
consent from IDI Campaigns. Any reasonable request to assign this
agreement in the event of a significant change in ownership of
Advertiser, or such similar event, will be granted Any attempt
to assign this Agreement without such consent will be null and
void.
14. Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Pennsylvania.
15. Ability to Enter Agreement. Advertiser warrants that Advertiser
(or Authorized Representative of Advertiser) is at least 18 years
of age, has the appropriate authority to enter into this agreement,
and that there is no legal reason that Advertiser cannot enter
into a binding contract.
16. Remedies and Waiver. Except as otherwise specified, the rights
and remedies granted to a party under this Agreement are cumulative
and in addition to, NOT in lieu of, any other rights and remedies
which the party may possess at law or in equity. Failure of either
party to require strict performance by the other of any provision
shall not affect the first party's right to require strict performance
thereafter. Waiver by either party of a breach of any provision
shall not waive either the provision itself or any subsequent
breach.
If you have any questions regarding terms of use you may contact
us.
IDI Campaigns
Phone: +1 814 217 0838
Fax: +1 814 217 0857
http://www.IDICampaigns.com
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