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Terms of Service

Version 1.0

November 30, 2007

 

Affiliates Terms & Conditions

 

Welcome to AdManage.com’s Affiliate Program (the "Affiliate Program"). Before you can become a participant in the Affiliate Program, you must first read and agree to all of the Affiliate Terms & Conditions ("Affiliate Terms") below. This is a legally binding document, so please read it CAREFULLY.

 

These Affiliate Terms are made between Admanage LLC, a subsidiary of Admanage SA, (the "Company," "We," "Our" or "Us") and you, to use Our services (the "Applicant", "You," "Your" or "Affiliate"). You agree to be bound by these Affiliate Terms, as they may be amended from time to time. We encourage you to review these Affiliate Terms often for updates and stay current on any changes made. In the event any changes are made to these Affiliate Terms, We will change the Version and date information located at the top of this document.

Participation in Our Affiliate Program is subject to all the terms, conditions, limitations, obligations and waivers below. These Affiliate Terms contain the complete terms and conditions which apply to Your participation in the Affiliate Program. You acknowledge and agree that, by participating in the Affiliate Program, that You will abide by and be bound by these Affiliate Terms.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND US. BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU AFFIRM YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THESE AFFILIATE TERMS. YOU CANNOT BECOME A PARTICIPANT OF THE AFFILIATE PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREIN.

 

 

1. DEFENITIONS.

  1. A "Click" occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical, artificial or fraudulent means, or a person who is not seeking to use the Partner Network for a legitimate web search, e.g., has been paid or otherwise motivated to click, as solely determined in Our sole and absolute discretion by Our click filtering and tracking systems) clicks on a Listing and accesses the destination site.
  2. "Confidential Information" means information about the disclosing party’s (or its suppliers’) business, products, technologies, strategies, advertisers, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by the disclosing party. Our Confidential Information includes (without limitation) the CPC bids included in Our Paid Listings feeds. Confidential Information will not include information that the receiving party can establish (i) is in or enters the public domain without breach of these Affiliate Terms, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party.
  3. "Inactive Links" shall be defined as any link provide by the Service which, when clicked, does not result in the user receiving a web page within 60 seconds at least 3 out of 5 times in any 1 week period.
  4. "Listing" means a link to a website that includes the display URL, a title, text that describes the site to which the listing links or encourages the user to visit the site, and may include a tracking URL.
  5. "Quality Criteria" means Our commercially reasonable efforts to ensure that the Paid Listings returned by the Service shall not contain more than 3% Inactive Links out of any random sample of 10,000+ queries.
  6. "Paid Listings" means Our product that returns results containing paid Listings. The amount that an advertiser pays to Us influences (among other factors) the position in which the advertiser’s listing appears in Our Paid Listings.
  7. "Partner Implementation Guide" means the directions We provide to You after You agree to the Affiliate Terms to assist in the process of implementing the technical aspects of the Service. The parties will use commercially reasonable efforts to abide by the procedures and steps set forth in the guide.
  8. "Service" means the feed of Paid Listings as defined in these Affiliate Terms that We provide to You.
  9. "Service Levels Below" means the level of service to be supplied by Us in connection with Our Paid Listings.
  10. Service Integration Technical Assistance. During the term of this agreement, We will provide a technical account manager during normal business hours (9am – 6pm Pacific Time) to assist in the effective integration of the Service onto Your site. In no event will such support exceed five (5) hours per month, and all such support will be provided during business hours. The parties agree that the Service is provided in a standard format and is well documented. We will not provide technical assistance relating to on-site server configuration or programming.
  11. Service Uptime. The Service will be available 24 hours/day, 7 days/week. Scheduled downtime will be communicated to partners with 5 business days notice. The Service is guaranteed to be up 99.5% of the time as measured weekly and 99.8% of the time as measured monthly, excluding scheduled downtime. Should We determine that a reconfiguration of the Service is required, such as major software version changes, changes in hosting facilities or other network reconfiguration, We will provide You with 30-day notice of such change, and will work in good faith to minimize any Service outages.
  12. "Your Network" means web sites which are owned or operated by You or are contractually part of Your syndication network.

 

 

2. ENROLLMENT. In order to enroll in the Affiliate Program You must:

 

 

 

3. LICENSE.

 

 

 

4. PAYMENT TERMS.

 

 

 

5. YOUR OBLIGATIONS.

 

 

 

6. OUR OBLIGATIONS.

 

 

 

7. PUBLICITY.

 

 

 

8. INTELLECTUAL PROPERTY OWNERSHIP.

 

 

 

9. TERM AND TERMINATION.

 

 

 

10. CONFIDENTIALITY .

 

 

 

11. WARRANTY AND INDEMNITY.

 

 

 

12. LIMITATION OF LIABILITY.

 

 

 

13. GENERAL.

 

 

 

14. IMPLEMENTATION OF PAID LISTINGS.