1) Intro: This Agreement contains the terms and conditions that apply to participation as an affiliate in the Engage Logic Inc. network. A person must be 18 years or older to enter into publisher agreement. This constitutes the entire agreement between the parties and supersedes all prior agreements whether written or oral.
2) Definitions: As used in this Agreement, the following terms shall have these meanings:
Advertiser: Entity purchasing online advertising space.
Publisher: The entity selling online advertising deals, including syndication of Ads by publisher to other third parties, webmasters, and web publishers.
Ad Network: EngageIQ network of affiliate sites, an Engage Logic Inc. property.
Advertisement: Digital creative which can be in the form of banners, text, a series of ads, landing pages, and Advertiser websites.
Action: A permission-based registration or opt-in to receive more information or purchase goods from The Advertiser.
User: The consumer who opts-in, registers, visits websites, or sees any advertisement material.
3) Basic rules: The Publisher agrees to act responsibly in a manner demonstrating the exercise of good judgment. The Publisher will forfeit its entire commission for violation of any of the following points and its account will be terminated. The Publisher agrees not to, including and without limitation: (A) Violate any applicable law or regulation. (B) Infringe the rights of any third party, including, without limitation, intellectual property, privacy, publicity or contractual rights. (C) Have objectionable content on sites including and without limitation to racial, hate-mongering or illegal substances. (D)Use the information available through EngageIQ services for any unauthorized purpose. (E) Use EngageIQ services in connection with the distribution of unsolicited commercial email ("Spam") or advertisements.Publisher is solely responsible for any legal liability arising out of or relating to The Publisher's Web properties, any material to which users can link through The Publisher's website(s) or any consumer complaint arising out of any e-mail campaign conducted by Publisher, including but not limited to, any SPAM or fraud complaint or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.
4) Advertisement Incentive and Examples: The Publisher must not incentive the offers directly. Examples of direct incentives include but are not limited to: (A) Placing ad copy to give rewards for filling out specific advertisement deals. (B) Have questionable or misleading content and incentive the user into signing up for specific advertisement deals. (C) Modify the advertisement deal in a way which has not been pre-approved with EngageIQ in writing. Any concerns or pre-approval of advertisement set-up should be conducted through the dedicated account manager.
5) Payment Terms: Publishers are entitled to payments based upon net billable leads to advertisers. “Total Leads” is defined as the amount of leads sent by publisher where as “Billable Leads” is defined as leads accepted by advertiser minus leads rejected. Advertisers may reject leads for reasons including inaccurate data, disconnected telephone numbers, or special filters as specified in the Insertion Order under additional information.Each program and advertisement associated actions are defined in the Publisher Insertion Order. The Publisher will be paid on revenue as set in the Insertion Order. Payment of the invoiced amounts shall be due and payable net 30 days from the date of invoice, or as otherwise stated in the Insertion Order.
6) Mutual Cancellation: Either party has the option of cancellation by providing 48 hours notice. Publisher provisions of the agreement shall survive termination or expiration of the agreement. EngageIQ will not be obligated for payments for leads that are delivered 48 hours after cancellation.
7) Confidentiality and Non-Competition: During the terms of this agreement and for a period of 6 months, The Publisher agrees not to contact or enter contract with any advertisers who the EngageIQ network has a working relationship with, unless a prior existing relationship in writing could be demonstrated.
9) Licensing: At the agreed pay-out price and provided that The Publisher complies with all provisions of this Agreement, EngageIQ hereby grants to The Publisher a nonexclusive, limited, revocable license to market, display, perform, copy, transmit, and promote the Advertisement in connection with its obligations hereunder; and market, display, perform, copy, transmit, and promote the Advertisement to third parties in connection with its obligations hereunder.
10) Leads Exclusivity and Ownership: All actions which result in leads or sales on advertisements is the sole property of EngageIQ and The Publisher is prohibited from reselling leads or remarketing to specific users based upon users showing interest or actions on specific advertisements.
11) Limitation of Liability: EXCEPT AS EXPRESSLY PROVIDED BELOW WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. COMPANY SHALL NOT IN ANY EVENT BE LIABLE TO PUBLISHER FOR MORE THAN THE AMOUNT PAID TO PUBLISHER HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.
12) Indemnification. Each Party shall defend, indemnify, and hold the other Party and its officers, directors, agents, affiliates, distributors, franchisees, and employees harmless from and against any and all third party claims, losses, damages, actions, liabilities, expenses, or costs (including, without limitation, reasonable attorney's fees) arising out of any claim, demand, action, suit, investigation, arbitration, or other proceeding by a third party out of the indemnifying Party's material breach of any duty, representation, or warranty under the agreement. Neither party shall be liable for, or considered in breach of or default under The Agreement on account of, any delay or failure to perform as required by the Agreement (except with respect to payment obligations) as a result of any causes or conditions which are beyond such Party's reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of Company to provide Advertisement(s) for placement on Publisher's Web site(s)); provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party.
14) Wavier: The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of The Agreement or to exercise any right under The Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather the same will be and remain in full force and effect.
15) Severability: In the event that any provision of The Agreement conflicts with the law under which The Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to The Agreement, such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and the remaining terms, provisions, covenants, and restrictions of The Agreement will remain in full force and effect.