PLEASE READ THIS AGREEMENT CAREFULLY
MASTER PUBLISHER AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") WILL APPLY TO EACH BUSINESS TRANSACTION BETWEEN ADMARKETERS, LLC ("COMPANY") AND PUBLISHER RELATED TO PUBLISHER'S DISTRIBUTION OF ALL ADVERTISING CAMPAIGNS ON BEHALF OF COMPANY AND PUBLISHER'S USE OF COMPANY'S WEBSITE (THE "SITE"). FOR PURPOSES OF THIS AGREEMENT "PUBLISHER" INCLUDES THE INDIVIDUAL, COMPANY OR ENTITY AND, WITHOUT LIMITATION, ANY PARENT ENTITIES, OWNERS, SUBSIDIARIES, PUBLISHERS, PREDECESSOR OR SUCCESSOR ENTITIES, AND ANY AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES ACTING ON BEHALF OF SAME, REGISTERING WITH COMPANY TO USE THE SITE OR SERVICES. PUBLISHER AGREES TO USE THE SITE AND ANY ADDITIONAL PRODUCTS AND/OR SERVICES OFFERED BY COMPANY (THE "SERVICES") ONLY IN ACCORDANCE WITH THIS AGREEMENT. COMPANY RESERVES THE RIGHT TO MAKE CHANGES TO THE SITE, THE SERVICES AND THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTIFICATION. THE LATEST AGREEMENT WILL BE POSTED ON THE SITE. PUBLISHER'S CONTINUED USE OF THE SITE AND/OR THE SERVICES AFTER ANY MODIFICATION THEREOF SHALL CONSTITUTE PUBLISHER'S CONSENT TO SUCH MODIFICATION. THEREFORE, PUBLISHER SHOULD REGULARLY CHECK THE SITE FOR UPDATES AND/OR CHANGES. IF, IN THE REASONABLE JUDGMENT OF COMPANY, THE CHANGES TO THIS AGREEMENT ARE MATERIAL, THE COMPANY WILL NOTIFY EACH AFFECTED PARTY VIA E-MAIL AT THE ADDRESS SPECIFIED ON THE ACCCOUNT INFORMATION PAGE OF THE COMPANY WEB SITE. THEREAFTER, THE UPDATED CONDITIONS SHALL BE DEEMED EFFECTIVE FIVE (5) BUSINESS DAYS AFTER THE LATER OF SUCH POSTING OR E-MAIL TRANSMISSION AND YOU WILL BE CONCLUSIVELY DEEMED TO HAVE CONSENTED TO, AND AGREED TO BE BOUND BY, THE UPDATED CONDITIONS UNLESS YOUR TERMINATION NOTICE IS RECEIVED PRIOR TO EFFECTIVE DATE; PROVIDED THAT NO UPDATED CONDITION WILL AFFECT YOUR RIGHT TO RECEIVE ANY COMMISSION EARNED BY YOU PRIOR TO THTE EFFECTIVE DATE. IF YOU ARE AN EMPLOYEE OR AGENT OF A BUSINESS AND ARE ENTERING INTO THIS AGREEMENT FOR USE BY THE BUSINESS FOR ITS OWN PURPOSES, YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE BUSINESS AND THAT YOU HAVE THE AUTHORITY TO BIND THE BUSINESS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
If this AGREEMENT is being executed in connection with an insertion order (IO), the applicable insertion order is incorporated herein by reference, and the terms of the AGREEMENT are hereby incorporated into the applicable insertion order by reference. In the event of any inconsistency between the applicable insertion order and the AGREEMENT, the AGREEMENT shall control. NO TERM OR CONDITION PLACED BY PUBLISHER IN AN APPLICABLE INSERTION ORDER SHALL BE BINDING UPON AdMarketers, UNLESS EXPRESSLY AGREED TO IN WRITING BY AdMarketers.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A PUBLISHER. ANY REGISTRATION BY, USE OF, OR ACCESS TO THE SITE OR SERVICE BY ANYONE UNDER AGE (18) IS UNAUTHORIZED, UNLICENSED, AND IN VIOLATION OF THIS AGREEMENT. BY REGISTERING AS A PUBLISHER OR USING THE SITE AND/OR SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE OR OLDER AND THAT YOU AGREE TO ABIDE BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO REGISTER AS A PUBLISHER, USE THE SERVICES AND/OR SITE, IN ANY MANNER OR FORM WHATSOEVER.
1. USE OF THE SITE.
1.1 The Site allows Company to post offers for the distribution of advertising campaigns sponsored by Company or its affiliates ("Program(s)") on behalf of Company's clients (the "Advertisers"). The Site also allows Publishers to apply to participate in Programs subject to Company's approval. Company may, in its sole discretion, change a Program or the Program Terms at any time and without prior notice to Publisher.
1.2 Once approved, Publisher will be eligible to receive payment for participating in Programs. Publisher's total compensation will be determined upon occurrence of a specified event ("Event"), as defined in each Program. Examples of Events include clicks, click-throughs, sales, registrations, impressions and leads.
1.3 If Publisher agrees to participate in a Program, Publisher agrees to place that Program's advertising creative ("Ad") on Publisher's websites, affiliated websites, email distribution lists and other approved marketing channels (collectively the "Media"). Publisher shall display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Company, result in the immediate termination of Publisher's relationship with Company, without prior notice thereof, and forfeiture of all commissions, whether earned or unearned, up through and including the date of termination.
2. APPROVAL OF PUBLISHER.
2.2 All of Publisher's Media must continually meet the following criteria, at a minimum:
(b) Unless otherwise approved in writing by Company, Publisher may not offer incentives to Internet users as a means to enhance the performance of any Program. Incentives include awarding cash, points, prizes, and contest entries;
(c) Publisher's websites must be fully functional at all levels;
(d) Publisher's policies must be compliant with all applicable laws and regulations, including applicable state and federal laws and regulations of the United States, which includes, without limitation, the CAN-SPAM Act of 2003 (as amended) ("CAN-SPAM"), and if Publisher is located in the United Kingdom, its policies must be compliant with all applicable laws of the United Kingdom, including the UK Data Protection Act of 1998 (as amended) ("UK Data Protection Act");
(e) Publisher's Media must not use spawning process pop-ups or exit pop-ups; and
(f) Publisher's Media must satisfy such other criteria as Company may from time to time require, in its sole discretion.
2.3 The content of Publisher's Media shall be subject to Company's subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not promote, advocate, facilitate or otherwise include any of the following:
(i) pornographic, obscene, sexually explicit or related content;
(ii) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;
(iii) investment or money-making opportunities or advice not permitted under law;
(iv) gratuitous violence or profanity;
(v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others;
(vi) material that displays any telephone numbers, street addresses, last names, URLs, email addresses or any personally identifiable or confidential information of any third person;
(vii) material that impersonates any person or entity;
(viii) any indication that any statements Publisher makes are endorsed by Company and/or an Advertiser without verified substantiation and Company's and/or Advertiser's specific prior written consent;
(ix) promotion of illegal substances or activities, including illegal online gambling, how to build a bomb, or counterfeiting money;
(x) content which is inappropriate or harmful to children;
(xi) promotion of terrorism or terrorist-related activities, sedition or similar activities;
(xii) software pirating;
(xiii) hacking or phreaking;
(xiv) 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;
(xv) any software, product or service that is illegal or that violates the rights of a third party including spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
(xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
(xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;
(xviii) any content that infringes upon the intellectual property rights of any third party or any other right including false advertising, unfair competition, or invasion of rights of publicity or privacy;
(xix) gambling, contests, lotteries, raffles, or sweepstakes;
(xx) any material that violates applicable laws and regulations, including but not limited to, CAN-SPAM and/or the UK Data Protection Act; or
(xxi) any illegal activity whatsoever.
Company reserves the right to withhold, refuse or withdraw approval of any Media for any reason, in Company's sole discretion and without prior notice. Notwithstanding the foregoing, Company's policies, specifications and/or recommendations with respect to any Media should not be construed as legal advice, or as sufficient guidelines to ensure that such Media complies with applicable law. Company does not represent or warrant that such policies, specifications and/or recommendations are legally compliant or appropriate. Company assumes no obligation and hereby disclaims any liability for Publisher's use of and/or reliance upon any such policies, specifications and/or recommendations. Publisher should consult with Publisher's legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations as provided by Company.
2.4 Where use of email marketing is authorized by Company and the applicable Program Terms, the following additional terms shall apply:
(a) In the event that Company or Publisher receives a complaint from any recipient of an email transmitted by Publisher, upon Company's request Publisher will immediately provide Company with appropriate Consent Records verifying such recipient's consent to receive email transmissions from Publisher.
(b) Publisher may not use an Advertiser's name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.
(c) Publisher shall not falsify header information or include in any email false registrations for domain accounts, email accounts or IP addresses. An email may not be retransmitted for the purpose of concealing its origin. Publisher and Publisher's email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
(d) Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Publisher may only use approved subject lines provided by Company or subject lines for which Publisher has documented approval from Company. The subject line must accurately represent the product or service depicted within the email.
(e) Messages containing advertisements or solicitations must identify themselves as such clearly and conspicuously. Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.
(f) Commercial emails must give recipients an effective means of requesting not to receive future emails from that sender. At a minimum, Publisher shall cause a valid physical postal address for Publisher and/or the applicable Advertiser, as required by applicable law, to appear in each email, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after email delivery).
(g) All unsubscribe requests must be adhered to within five (5) business days from their receipt. Publisher may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the Advertiser or globally.
(h) All Publisher emails sent under this Agreement shall be delivered to addresses on email lists owned or managed solely by Publisher. Email addresses may not be obtained by the use of a program for random generation of email addresses and/or "scraping" websites or online services. Publisher must have full opt-in data for all recipients in its database. Publisher agrees to maintain at all times during the term of this Agreement and for a period of three (3) years thereafter complete and accurate subscriber registration data for every subscriber in Publisher's database.
(i) Publisher must use only email addresses with the name of the sending party that received the opt-in, and may not use a non-sending party's name in any mail-from or reply-to email addresses (e.g. "from" lines need to accurately identify the sender of the email and reply-to addresses must be a functioning email address where sender can be contacted).
(j) Publisher agrees that prior to emailing any Ad it will download the most recent suppression file(s) for any particular Ad and, for that Ad, will suppress all email addresses within its database that are found on such list. In addition, for any Ads that include a domain suppression list, Publisher agrees that prior to mailing the Ad it will download the most recent domain suppression list for that particular Ad and suppress all domains within its database found on such list. Where applicable, Publisher agrees that it will download and remove the domains located on the FCC's wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from all current data used in all mailings. Publisher further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.
2.5 Sub-Publishing: Publisher may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. For the purposes of this Agreement, any of Publisher's business partners or associates that participate in or perform any activities on behalf of Publisher under this Agreement shall be considered a "Sub-Publisher." Sub-publishing is only permitted by express written approval of Company. Company also reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason, effective immediately. Sub-Publishers must meet the same criteria for approval as Publisher as set forth in this Agreement and must comply with all the terms and conditions that are applicable to Publisher under this Agreement and the applicable Program Terms. Publisher shall ensure and require that all Sub-Publishers comply with the material terms of this Agreement. In addition, Publisher shall require that all such Sub-Publishers have represented to Publisher that: (i) the content of its site(s) do not contain any content prohibited by Section 2.3 of this Agreement; (ii) all right, title and interest in all Programs is exclusively owned by Company (and/or its Advertisers) and that Sub-Publisher has no right other than the limited right to display and distribute the Programs and Creative (as defined below) as sublicensed by Publisher; and (iii) such Sub-Publisher will not modify or alter the Programs or Creative in any manner. Publisher is responsible for and shall fully and unconditionally indemnify Company for any and all actions of any of its Sub-Publishers, including the payment of legal fees and costs if necessary. Further, Company may, in its sole discretion, terminate Publisher at any time and without prior notice, based on the actions of Publisher's Sub-Publisher(s). Notices to Publisher shall be deemed notice to Publisher's approved Sub-Publisher(s). Publisher agrees that Company is under no obligation to pay a Sub-Publisher. Company further reserves the right to withhold or refuse payment to Publisher in the event that any of its Sub-Publishers breach this Agreement. Nothing in Company's permission to engage Sub-Publishers may be construed as extending to any Sub-Publisher the status of third-party beneficiary of any agreement between Company and Publisher, including without limitation this Agreement.
3. CREATIVE, LINKS.
Publisher shall not alter, modify or otherwise change the Ads, the links provided by Company ("Links") or any other Ad-related feature (collectively, "Creative"), that it obtains access to in connection with any Program in any manner whatsoever, without Company's prior express written consent. In addition, Publisher will only use Creative provided by Company until such time that Company requests that Publisher discontinue use of such Creative, at which time Publisher shall discontinue such use within two (2) business days. Unless otherwise specified in the applicable Program Terms or by Company, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Creative shall be made by Publisher. Notwithstanding the foregoing, Publisher must comply, immediately, with any and all requests by Company to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creative. All Links must be served from Company's servers. Publisher shall not take any actions to impede the action of or to disable any such Links. Publisher also shall not run any deactivated Creative after the Advertiser has posted new Creative to run in lieu of such deactivated Creative for the applicable Program. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVE THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS PUBLISHER'S SOLE RESPONSIBILITY TO CHANGE CREATIVE WITHIN ITS MEDIA WHEN A PARTICULAR CREATIVE IS NO LONGER AVAILABLE. COMPANY ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE. In addition, Site integration tags, tracking pixels and other data provided by or obtained from Company to allow Company to measure performance (collectively, "Tags") included in the Creative or otherwise incorporated may not be altered, removed, disabled or concealed under any circumstances. Company may employ a testing system to ensure that Publisher has not altered, removed, disabled or concealed the Tags. Altering, removing, disabling or concealing Tags will jeopardize Publisher's ability to be paid for Events and constitute grounds for the immediate termination of Publisher's relationship with Company, with or without notice, and the and forfeiture of all commissions, whether earned or unearned, up through and including the date of termination. Notwithstanding the foregoing, Publisher agrees, if requested by Company, to modify or alter Links or Tags in the manner requested by Company.
Company may monitor Publisher, on its own or with the assistance of third parties, for compliance with this Agreement. Without limiting the generality of the foregoing:
4.1 Publisher will be monitored for compliance with applicable legal and regulatory requirements, including with respect to, without limitation, honoring unsubscribe requests. If the monitoring is performed by a third party, such third party will share all such information with Company.
4.2 Each unsubscribe list furnished to Publisher shall be separately and technologically identified so that Company will be able to ensure that Publisher is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Publisher must not send further emails to names already on or newly added to the unsubscribe list. Publisher must scrub against the unsubscribe list at least once every three (3) days.
5. PROPRIETARY RIGHTS.
5.1 Subject to this Agreement and the applicable Program Terms, Company grants to Publisher a revocable, non-transferable, non-exclusive limited license to display on, and distribute through, the Media, the Creative, and any and all associated trademarks, service marks, trade names and/or copyrighted material ("Intellectual Property Content") that Company provides to Publisher in connection with this Agreement for the limited purpose of promoting Programs to Internet users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Content and other matters related to the Programs, Creative and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of the Programs, Creative and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to the Programs, Creative and/or Site. The availability o
f the Programs, Creative and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. Publisher may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Company reserves any rights not explicitly granted in this Agreement.
5.2 Ownership. Company (and/or its Advertisers) owns all rights, title, and interest in and to the Links and all Internet user data collected and derived in connection with this Agreement. Company may choose to imbed certain data mining tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be the sole property of Company. Company may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher's activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Company does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any third party without the written approval of Company. Publisher acknowledges and agrees that Publisher doesnot have, nor will it claim, any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, any content provided on the Site (including the Ads) or any Links. Publisher may only access the Site via web browser, email or in a manner approved by Company.
6. PUBLICITY AND CONFIDENTIALITY.
6.1 Either party (the "Disclosing Party") may from time to time disclose to the other party (the "Receiving Party") certain confidential and/or proprietary information regarding the business of the Disclosing Party ("Confidential Information"). Without limiting the foregoing, "Confidential Information" shall include any information of the Disclosing Party that is labeled or identified as "confidential" or "proprietary" or that the Receiving Party otherwise knows, or would reasonably be expected to know, the Disclosing Party considers to be confidential or proprietary or the Disclosing Party has a duty to treat as confidential.
6.2 The Receiving Party will restrict its use of any Confidential Information of the Disclosing Party to performance under this Agreement, and will disclose such Confidential Information only to its employees, contractors and representatives who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
6.3 The Receiving Party's obligations under Section 6.1 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) previously approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request and expense, in any lawful action to contest or limit the scope of such required disclosure.
6.4 The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party and/or upon the expiration or termination of this Agreement. Upon request from the Disclosing Party, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 6. Notwithstanding the foregoing, the Receiving Party may retain copies of the Disclosing Party's Confidential Information as may be necessary for the Disclosing Party to demonstrate compliance with applicable law.
6.5 The parties acknowledge and agree that a breach of this Section 6 will cause the non-breaching party to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the parties agree that in such event, the non-breaching party will, in addition to all other remedies, be entitled to preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond.
During the term of this Agreement and for a one (1) year period thereafter, Publisher agrees that neither Publisher nor any Sub-Publisher will directly or indirectly approach or attempt to engage in a contract with any Advertiser. Company will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as an Advertiser so as to aid Publisher in its efforts to comply with this provision. Publisher agrees and acknowledges that any actual or threatened breach of this provision will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy and for which, in addition to any and all other remedies, preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond, would be an appropriate remedy. In addition to any other legal remedy available to Company, Publisher shall pay Company all commissions earned by Publisher from such Advertiser(s) in violation of this provision.
8.1 Company actively monitors traffic for fraud. If fraud is detected, Publisher's account will be made inactive and all payments shall be withheld pending further investigation. Fraudulent traffic includes, without limitation and as determined solely by Company: (i) click-through or conversion rates that are much higher than industry averages where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; (ii) having Publisher websites that contain ONLY click or lead generation programs generating clicks or leads with no indication based on site traffic that it can sustain the clicks or leads reported; (iii) fraudulent leads as determined and reported by Advertisers; (iv) using any incentives to procure clicks or leads without prior written approval of Company; (v) using phone books, or similar such compilations of personal data, to complete lead generation forms; or (vi) using fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs.
8.2 Company actively monitors all activities for potential fraud. If Company, in its sole discretion, suspects or determines that Publisher's account has been used in a fraudulent manner, Publisher's account will be deactivated effective immediately, without prior notice, and Publisher will forfeit all Commissions, pending further investigation. Company reserves sole judgment in determining fraud and Publisher agrees to be bound by any and all such determinations. COMPANY RESERVES SOLE JUDGMENT IN DETERMINING FRAUD AND PUBLISHER AGREES TO BE BOUND BY ANY AND ALL SUCH DETERMINATIONS.
8.3 In the event Company determines that Publisher has engaged in fraud, Company may terminate Publisher's relationship with Company and cancel outstanding payments for any Program at its sole discretion and without any further obligation to Publisher. In addition, in the event Publisher has already received payment for fraudulent activities, Company reserves the right to withhold such amounts from future earnings or to demand re-imbursement from Publisher.
9. ADWARE AND SPYWARE.
Publisher shall at no time, engage in, disseminate, promote or otherwise distribute any marketing campaign on behalf of Company through the use of contextual media or specifically downloadable software, which includes, without limitation, adware, spyware, pop-up/pop-under technologies and plug-ins. This prohibition applies equally to Publisher and any of its Sub-Publishers. In the event that Company discovers that Publisher is engaging in, disseminating, promoting or otherwise distributing, any contextual marketing campaign which results in a violation of this Agreement, Company may, in its sole discretion, terminate this Agreement and immediately cancel any and all contextual marketing campaigns and withhold payment on any illegitimate earnings. Publisher agrees and acknowledges that any actual or threatened breach of this provision will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy, and for which, in addition to any and all other remedies, preliminary and permanent injunctive relief without the necessity of showing any actual damage or posting a bond would be an appropriate remedy.
Publisher will be paid pursuant to the terms of each Program. Company shall pay any amounts due approximately fifteen (15) days after the end of the calendar month during which one or more Events occurred. Notwithstanding the foregoing, Company may, in its discretion, withhold payments until such time as the applicable Advertiser has paid Company for the applicable Program. Publishers will earn payment to the sum of the stated currency though will receive payment to the same sum in the currency of their choosing and will be exclusive of any applicable taxes. Leads are not deemed payable until confirmed at the end of the billing period and an invoice has been generated in Company's system. In addition to any other remedies that may be available to Company, in the event Publisher breaches this Agreement, Publisher shall forfeit all commissions owed by Company to Publisher, whether earned or unearned. Moreover, Company reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies or other similar events. Company shall compile, calculate and electronically deliver with each payment data required to determine the amount owed to Publisher for the preceding calendar month. Unless Publisher disputes in writing the payout provided by Company within five (5) business days, the payout will be deemed accurate and accepted as such by Publisher. Company will not pay Publisher for any Events that occur before a Program is initiated or after a Program is terminated. Company will not be responsible for compensating Publisher for Events that are not recorded due to Publisher's error. Company may require Publisher to provide a W-9 and other similar documentation as a condition to payment.
11. SPECIAL TERMS FOR CO-REGISTRATION CAMPAIGNS.
With respect to Publishers who are running co-registration campaigns to generate leads for Advertisers ("Leads"), the following specific terms and conditions shall apply:
11.1 No Program may go live until such time as Company, and if necessary the applicable Advertiser, have approved, in writing, (i) all sites to be used by Publisher for each Program and (ii) the transfer of Leads in the form of either a successful post for real-time transfer or the test file for batch or FTP files.
11.3 Each Program shall have its own criteria for determining the validity of a Lead (the "Lead Requirements"). Company shall only pay for Leads deemed valid by Company in its sole discretion. Company may detect and track invalid Leads on a real-time basis. Company may also subsequently determine that Leads are invalid for any reason, including, without limitation, (i) fraudulent activities, including changing approved Lead generation forms, publishing an offer on an unapproved site, utilizing automated methods to complete co-registration forms, offering incentives for co-registration forms or Publisher's inability to provide for each Lead the Internet user's IP address and time/date stamp or (ii) non-compliance with co-registration Programs, including exceeding Lead caps as communicated by a Company manager and/or going live with a co-registration offer prior to receiving written approval from a Company manager of the creative and data transfer.
11.4 Publisher hereby acknowledges that the collection of Leads is being done solely for the benefit of Company or its Advertisers. Therefore, other than providing the Leads to Company for delivery to the Advertisers, Publisher may not use, sell, transfer, assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in Company or its Advertisers.
11.5 Publisher may not, in any way, alter or modify the co-registration forms, without the prior written consent of Company.
12. TERM AND TERMINATION.
This Agreement shall commence upon Company's acceptance of the Publisher application and remain in effect until terminated as set forth herein. This Agreement may be terminated by either Company or Publisher at any time, for any reason, or for no reason at all. Termination may be effected by delivery to the non-terminating party of appropriate notice, delivered via e-mail, fax or other means of public communication (as set forth below), and will be effective immediately upon receipt of such notice, or three (3) business days following the sending of notice, whichever is earlier. In addition, Company reserves the right, in its sole and absolute discretion, to terminate a Program at any time for any reason, upon notice to Publisher. Company also reserves the right to terminate Publisher's access to the Site and/or Service at any time, with or without notice to Publisher. As set forth herein, any and all information that Publisher may provide to Company during the Publisher application process and/or the course of Publisher's participation in the Company's Service shall at all times remain the sole and exclusive property of Company. Upon termination of this Agreement by either party, Publisher shall cease all advertising activities as of the effective time of the termination.
From time-to-time, Company makes available to its publishers various policies and guidelines designed to reduce fraud and combat consumer deception. The policies and guidelines cover many topics including email marketing, search engine marketing, lead generation, blog-based marketing and product review websites. Publisher hereby represents and warrants that it: (i) has read Company's policies and guidelines, as same are made available at http://www.admarketers.com/privacy/ ("Policy Web Page"); (ii) will regularly check the Policy Web Page for updates; and (iii) shall comply with any and all such policies and guidelines, as well as updates to same. Failure to comply with the aforementioned policies and guidelines will be considered a breach of this Agreement and may result in the immediate termination of this Agreement by Company.
14. REPRESENTATIONS AND WARRANTIES; COVENANTS.
14.1 Each party represents and warrants that: (i) it has the right to enter into and fully perform its obligations under this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representation or warranty, express or implied, as to the level of consumer response that will result from any Program.
14.2 Publisher represents and warrants as follows:
(a) the Media is currently in compliance with all applicable laws and regulations, including, without limitation, CAN-SPAM and the UK Data Protection Act;
(b) the Media does not contain or promote, nor link to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities;
(c) Publisher's website contains distinct and legitimate content, substance and material, not simply a list of links or advertisements and that Publisher's website serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Company's Advertisers or other third party advertisers;
(d) Publisher's website and emails are represented by a legitimate second-level domain name;
(e) Publisher's website is not offered as a part of a community-based website personal entry or personal page;
(f) Publisher's website and emails do not incentivize users to click on Ads. Incentives include awarding users cash, points, prizes, and/or contest entries;
(g) Publisher's website is not hosted by a free service and is fully functional at all times and at all levels;
(h) Publisher will not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any Publisher website or Advertiser website including purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name;
(i) Publisher will not allow the Creative to be placed on any non-Publisher website without the prior express written consent of Company;
(j) Publisher will not use any Creative or any other Program content in connection with aggregating, soliciting or recruiting other publishers, advertisers, websites or persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Company without the prior written consent of Company;
(k) Publisher's database consists of only permission based opted-in email addresses; and
(l) Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on the Media.
14.3 Publisher covenants that it shall not:
(a) send commercial email to recipients that have not consented to receive such emails;
(b) post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any Programs unless expressly approved in writing from Company;
(c) promote or link to any website containing content prohibited by Section 2.3;
(d) use the Site in any manner other than as specifically contemplated herein;
(e) engage in any kind of deceitful, misleading, unfair, fraudulent or unlawful practice when marketing any Programs;
(f) during the term of this Agreement and for one hundred eighty (180) days thereafter, participate in any performance based advertising relationship with any Advertiser, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated by Publisher to the reasonable satisfaction of Company. In this connection, both parties agree and acknowledge that if Publisher violates this covenant, Publisher shall pay Company damages in the amount of twenty-five percent (25%) of such Advertiser's gross revenue resulting from Publisher's advertising or marketing efforts on its behalf;
(g) place an Ad that is prohibited by Section 2.3 or that may bring Company and/or any Advertisers negative publicity;
(h) violate the terms and conditions of any third party website, including the unauthorized use of a third party website for commercial gain or posting bulletins to a non-owned account; or
(i) use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a Lead.
14.4 Publisher covenants that it shall:
(a) comply with the highest industry standards while participating in Programs; and
(b) provide, within one (1) business day after request therefor, the IP addresses used in connection with a Program, together with such other related information that Company may request. Failure to provide such information may result in the immediate suspension or termination of Company's relationship with Publisher and/or the deactivation of all Links in any Programs downloaded by Publisher.
14.5 Publisher acknowledges that any breach by Publisher of this Section 14 may, in the sole discretion of Company and in addition to any other remedies available to Company, result in the immediate suspension or termination of Company's relationship with Publisher. If Company terminates this Agreement due to Publisher's breach of this Section 14, Publisher shall forfeit all rights to any compensation then owed to Publisher by Company under this Agreement. Publisher acknowledges and agrees that Company shall not be responsible for any Advertiser's violation of any applicable laws or regulations, including, without limitation, CAN-SPAM or the UK Data Protection Act.
16. USER INFORMATION; NON-DISCLOSURE; CONFIDENTIALITY.
Without limiting the generality of Section 6, as between Publisher and Company, all information submitted to Publisher by an Internet user pursuant to a Program ("User Information") is proprietary information of Company and its affiliates. Such User Information is confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such User Information in any manner. Publisher shall maintain such User Information in a secure manner, consistent with industry standards.
17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
17.1 THE SITE, CREATIVE, SERVICES, PROGRAMS AND MATERIALS PROVIDED BY COMPANY HEREUNDER, THEIR USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
17.2 COMPANY SHALL NOT BE LIABLE TO PUBLISHER OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES, THE INTERNET OR TELECOMMUNICATIONS SYSTEMS OR FOR ANY COMPUTER ERROR, TECHNICAL MALFUNTION, CORRUPTION OR LOSS OF DATA OR INFORMATION OR OTHER DISRUPTION OF ANY KIND.
17.3 COMPANY SHALL NOT BE LIABLE TO PUBLISHER FOR UNAPPROVED MATERIALS, INCLUDING ALL COPY, IMAGES, URL NAMES, AND SEARCH TERMS USED BY PUBLISHER TO PROMOTE AN ADVERTISER. COMPANY MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY THIRD PARTY WEBSITE WHICH PUBLISHER MAY ACCESS IN CONNECTION WITH THE SERVICES. PUBLISHER ACKNOWLEDGES THAT COMPANY HAS NO CONTROL OVER THE CONTENT OF ANY WEBSITE THAT IS NOT ASSOCIATED WITH AND IS INDEPENDENT OF COMPANY. FURTHERMORE, PUBLISHER ACKNOWLEDGES THAT A LINK TO A NON-COMPANY WEBSITE DOES NOT MEAN THAT COMPANY ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT OR THE USE OF SUCH WEBSITE. IT IS PUBLISHER'S SOLE RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT WEBSITES, DOWNLOADS, ATTACHMENTS, AND OTHER SUCH FILES ARE FREE OF SUCH ITEMS AS TROJAN HORSES, WORMS, VIRUSES, AND OTHER ITEMS OF A DESTRUCTIVE NATURE.
17.4 IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES OR ANY PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO PUBLISHER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
17.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, COMPANY'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18.1 Publisher agrees to indemnify, defend and hold Company, Company's clients and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to, without limitation: (a) Publisher's and/or Publisher's Sub-Publisher's improper use of the Site, Programs, and/or the Service; (b) any third party claim related to Publisher and/or Publisher's Sub-Publisher's website, e-mails and/or marketing practices; (c) any third party allegation or claim against Company and/or Company's clients relating to a violation of any and all state and federal laws or the laws of Publisher and/or Publisher's Sub-Publisher's jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by Publisher and/or Publisher's Sub-Publisher on or through the Publisher and/or Sub-Publisher's website, e-mails, other marketing channels or otherwise; (e) breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (f) Publisher's and/or Publisher's Sub-Publisher's use of the Site, Programs, and/or the Service, in any manner whatsoever. Company shall give Publisher prompt written notice of any such claim and Publisher will have sole control over the litigation of such claim, provided that any settlement shall be subject to the Company's approval, which shall not be unreasonably withheld. Company shall have the right to participate in the defense of any such claim at its own expense.
18.2 Publisher will immediately notify Company, in writing, of any current, impending, or potential legal action against it by a third party for matters relating to and including email, email complaints, email deployment, and violations of CAN-SPAM or the UK Data Protection Act of 1998.
19.1 Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that each party shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates.
19.2 Any agency executing this Agreement on behalf of its client represents and warrants that it has the authority to bind its client to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement.
19.3 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of any causes or conditions beyond the reasonable control of such party and which such party is unable to overcome by the exercise of reasonable diligence.
19.4 If Publisher is located in North America or South America, then (i) this Agreement will be governed by and interpreted in accordance with the laws of the United States and the State of Georgia, without reference to its choice of laws rules and (ii) the parties consent to first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in Atlanta, Georgia. Thereafter, if mediation cannot resolve the dispute(s), the parties consent to have all disputes regarding this Agreement resolved by binding arbitration, in Atlanta, Georgia and in the English language, under the American Arbitration Association (AAA) Commercial Rules, which Rules are deemed to be incorporated by reference into this Section. If Publisher is located anywhere else, then (i) this Agreement will be governed by and interpreted in accordance with the laws of England and Wales, without reference to its choice of laws rules and (ii) the parties consent to first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall refer the dispute(s) to a mutually acceptable mediator for hearing in London, England. Thereafter, if mediation cannot resolve the dispute(s), the parties consent to have all disputes regarding this Agreement resolved by binding arbitration, in London, England and in the English language, under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this Section. In all circumstances, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
19.5 Except as otherwise set forth in this Agreement, all notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), by certified or registered mail (postage prepaid and return receipt requested), or by an internationally recognized overnight delivery service (utilizing delivery confirmation) to the other party, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.
19.6 All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19.7 If any provision of this Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
19.8 The parties are independent contractors and neither party is the partner, joint venturer, employee, or agent of the other. Except as expressly permitted under this Agreement, neither party has authority to represent, act for or bind the other.
19.9 The headings of Sections of this Agreement are for convenience and are not to be used in interpretation. As used in this Agreement the words "include," "including" and "includes" mean "including but not limited to" or "include(s) but is not limited to," as appropriate. In constructing the terms of this Agreement, no presumption will operate in favor of or against any party as a result of its (or its counsels') role in drafting the terms and provisions hereof.
19.10 This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may not be modified except in a writing signed by both parties.
20.1 INFORMATION WE COLLECT: INDIVIDUAL INTERNET CONSUMERS
Personally Identifiable Information (PI).
AdMarketers is designed to promote and facilitate the business of the AdMarketer's companies with Advertisers and Publishers. This site is not directed towards individual Internet consumers nor do they seek any PI from such consumers. PI may be collected should a consumer contact an AdMarketers company on his/her own initiative or respond to an AdMarketers advertisement and provide any PI. Under no circumstances does the Company request or collect sensitive PI such as an Internet user's medical/health conditions; racial or ethnic origin; political, religious or philosophical beliefs or affiliations; trade union membership or sex life.
Non-Personally Identifiable Information (NPI).
When a consumer visits a Company site, we send a cookie and/or gif file ("Cookies") to assign an anonymous, unique identifier to the end user's Internet browser. Cookies are small data files commonly used on the Internet to help optimise and personalise the Internet end user experience and identify repeat visitors to Web sites.
The function of these Cookies is to provide AdMarketers with information for the purpose of paying third-parties commissions when an Internet user clicks on a link, creates a lead, or makes a purchase on an advertiser's Web site; and also to optimise and personalise the Internet user's experience. If the Internet user re-visits the advertiser's site directly, AdMarketers is able to continue to track the user's activities on the advertiser's site and reward the third-party Web site that referred the user. We reserve the right to retain all ad delivery and reporting data as long as may be reasonably necessary for accounting and audit purposes.
Like most standard Web site servers, we use log files to collect Internet protocol (IP) addresses, browser type, Internet service provider (ISP), referring/exit pages, platform type, and date/time stamp. We use the information to analyse site usage, administer the site, understand usage and navigation trends in aggregate, and determine the relevance of content. This information, however, is not linked to any personally identifiable information.
For improved audience targeting, some Company sites use marketing technology that allows advertisers to add non-personally-identifying demographic information, such as age, gender, area code, or ZIP code, to the non-identifiable profile data. Thus, there is no direct connection between an end user's online choice and his or her personal identity.
In some cases, AdMarketers receives and records partial email addresses of Internet users, only in circumstances where the user voluntarily provided its identity and contact information through the Advertiser's site or third-party marketer's site. This partial email address does not enable AdMarketers to personally identify an Internet User.
20.2 INFORMATION SHARING
The Company and/or our marketing partners may enhance and/or merge PI about consumers who have opted-in to receive marketing communications with commercially-available third party data collected from other sources in an effort to ensure that the messages being sent to the consumer in online and/or offline marketing programs are relevant to their interests. In the event we enhance and/or merge such personally identifiable information with data collected from other sources, we will take reasonable steps to maintain the integrity and quality of that information.
The Company may share PI (including information that has been enhanced with information from other sources) with Advertisers, third party marketers, our affiliated entities for their online and/or offline marketing programs or in connection with the sale, merger, consolidation, change in control, transfer of substantial asset, reorganisation or liquidation of any of the AdMarketers companies. While AdMarketers strongly encourages clients and partners to adopt responsible approaches to online marketing, AdMarketers is not responsible for the information practices of clients or their partners. The collection, use, and disclosure of information by clients and partners are subject to their respective privacy policies, which may differ from AdMarketers's policy.
AdMarketers may release account and any other personal information when we believe release is appropriate to respond to a subpoena or otherwise comply with the law; or protect the rights, property, or safety of AdMarketers or others. This includes exchanging information with other companies and organisations for fraud protection.
20.3 DATA PROCESSING/SAFE HARBOR
The European Union ("EU") maintains strict privacy laws. These rules differ significantly from US laws. To reconcile these differences, AdMarketers adheres to privacy operational procedures mutually acceptable in both jurisdictions.
By providing information to AdMarketers, you acknowledge that they operate in the United States and agree to (i) permit AdMarketers to transmit and use your User information anywhere necessary, including across international boundaries, to affect the services and transactions provided by this Site; and (ii) that such use by AdMarketers shall be subject to the terms and conditions stated in this Privacy Statement.
The Company employs industry standard security measures to ensure the security of all data. Any data that is stored on Company servers is treated as proprietary and confidential and is not available to the public. AdMarketers has an internal security policy with respect to the confidentiality of customer and other data, allowing access only to those employees or third parties who have a need to know such information for the purpose of effectively delivering AdMarketers products and services by means of user login and password requirements. The AdMarketers routinely evaluates its data security practices to identify security threats or opportunities for improvement.
No transmission of data over the Internet is guaranteed to be completely secure. It may be possible for third parties not under the control of AdMarketers to intercept or access transmissions or private communications unlawfully. While we strive to protect your PI, AdMarketers cannot ensure or warrant the security of any information you transmit to us. You acknowledge and assume this risk when communicating with an AdMarketers company.
20.5 THIRD PARTY INFORMATION & LANGUAGE
You also agree that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to the Company with regard to: (a) the purposes for which such third party's personal data has been collected; (b) the intended recipients or categories of recipients of the third party's personal data; (c) which of the third party's data are obligatory and which data, if any, are voluntary; and (d) how the third party can access and, if necessary, rectify the data held about them. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en Anglais.