Jazz Ad Network Program Member Agreement
I ACCEPT THESE TERMS: Apply Now
This Jazz Ad Network Program Member Agreement (this "Agreement") is entered into by applying and being accepted into the Jazz Ad Network (the "Effective Date") by and between user ("you") and All About Jazz/Vision X Software, Inc. ("we", "AAJ or "All About Jazz").
1. Overview. As further described in this Agreement, through its Jazz Ad Network program ("Program") (i) AAJ may feature links on AAJ's website located at allaboutjazz.com ("AAJ Website") to your web site and (ii) AAJ may provide you with advertisements to place on your site and shall share with you revenues generated by any advertisements. AAJ shall have the right to discontinue the Program at any time without further liability.
2. Sponsored Site. You represent and warrant that you write, maintain, operate or represent the site, and have the authority to enter into this Agreement, including the right to grant AAJ permission to (i) link to your site and (ii) place advertisements on the website hosting your site. The placements, frequency, and manner of any links to the Sponsored Site on the AAJ Website, and any use of the Site Materials, shall be determined by AAJ in its sole discretion.
3. Advertising. AAJ shall have the right, but not the obligation, to place advertisements on the Sponsored Site ("AAJ-Provided Advertisements"). The AAJ-Provided Advertisements may be provided to AAJ by a third-party advertiser or advertising distributor ("Ad Supplier"). AAJ shall deliver to you the AAJ-Provided Advertisement and you shall display the AAJ-Provided Advertisement on the Sponsored Site as otherwise agreed to by you and by AAJ. Nothing herein shall require AAJ to provide you with any AAJ-Provided Advertisements and AAJ makes no guarantee regarding the amount of any payment to be made to you in connection with the AAJ-Provided Advertisements under this Agreement.
4. Responsibility for the Sponsored Site. As between you and AAJ, you will be solely responsible for the maintenance and operation of the Sponsored Site and for all materials that appear on the Sponsored Site, including, but not limited to, the following: (i) the technical operation of the Sponsored Site and all related equipment (and all costs associated therewith) (ii) the accuracy and appropriateness of materials posted on the Sponsored Site; (iii) ensuring that materials posted the Sponsored Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) ensuring that the website accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; (v) properly installing advertising tags generated by the Adify system, (vi) ensuring that the following material, as interpreted by AAJ in it sole discretion, will not be included on the Sponsored Site: (a) pornographic or other unacceptable adult-themed material, tobacco-related or alcohol-related material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries, or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, AAJ or one or more its affiliates; (d) content that is inconsistent with AAJ's public image, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party; and (viii) using any data, images, or text obtained by you from AAJ in connection with this Agreement, including, but not limited to, the AAJ-Provided Advertisements and content from the AAJ Website (collectively, the "AAJ Content") only in a lawful manner and only in accordance with the terms of this Agreement, and promptly deleting any AAJ Content upon request from AAJ.
5. Quality Control. While AAJ does not intend, and does not undertake, to monitor all of the content on the Sponsored Site, if AAJ at any time during the Term (i) becomes aware of a breach or inaccuracy of any representation or warranty of you or (ii) determines, in its sole discretion, that any content contained on the Sponsored Site is unacceptable, you agree that AAJ shall have the right to (a) remove any link from the AAJ Website to the Sponsored Site immediately and without notice to you; and/or (b) request immediate removal of any content on the Sponsored Site and you shall comply with such request, in each case in the event that AAJ determines, in its sole discretion, that the Sponsored Site adversely affects AAJ.
6. Revenue Share. Adify shall make monthly revenue share payments ("Revenue Share Payments") to you based on a percentage of the CPM revenue for the AAJ-Provided Advertisements displayed with your site ("CPM Revenue") as reported by the Ad Server. AAJ reserves the right to withhold payment of any Revenue Share Payment in the event of any breach of this Agreement by you.
7. Information Rights. You shall make available to AAJ aggregate usage data regarding the Sponsored Site as reasonably requested by AAJ. AAJ may retain and use for its own purposes all information you provide to AAJ in connection with the Program. You agree that AAJ may transfer and disclose to third parties (including Ad Suppliers and potential Ad Suppliers and AAJ's business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting AAJ-Provided Advertisements. AAJ disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.
8. License. For the purposes of this agreement, you hereby grant to AAJ a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit the Sponsored Site content and the Site Materials in order to place advertisements on the website and perform the activities described in this agreement; (ii) to sublicense such rights to AAJ's affiliates; (iii) to link to the Sponsored Site from the AAJ Website; and (iv) to copy and otherwise use portions of Sponsored Site and the Site Materials (in original or modified form) in order to drive traffic to the Sponsored Site and for other promotional purposes. For the purposes of this agreement, AAJ hereby grants to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the AAJ-Provided Advertisements solely for the purposes of placing such AAJ-Provided Advertisements on the Sponsored Site in accordance with this Agreement and (b) to link to the AAJ Website from the Sponsored Site as determined by AAJ from time to time.
9. Representations and Warranties. You represent and warrant that (i) the content of your site and other materials controlled by you on the website containing your site and the Site Materials (collectively, the "Site Materials") is and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Site Materials and use of the Site Materials as contemplated herein will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of your site and the Site Materials including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) the Site Materials will not violate any federal, state, or local law, rule, or regulation.
10. Confidentiality. During the term of this agreement and for a three (3) year period thereafter, you will not to disclose any confidential or proprietary information AAJ provides to you or you otherwise obtain about AAJ's business or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all AAJ software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (ii) click-through rates or other statistics relating to your site's performance in the Program.
11. Indemnity. You agree to indemnify, defend, and hold harmless AAJ, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., AAJ-Provided Advertisement advertisers or advertising distributors) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Program, the Site Materials, and/or your breach of any of the terms of this Agreement.
12. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
13. Disclaimer of Warranties. AAJ DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE AAJ CONTENT, AND THE AAJ WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT AAJ IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AAJ-PROVIDED ADVERTISEMENTS OR THAT YOU WILL BE ENTITLED TO RECEIVE ANY REVENUE SHARE PAYMENTS.
14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between AAJ and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that AAJ supports, sponsors, or endorses any content of your site or the AAJ-Provided Advertisements).
15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL AAJ, its PARENT AND affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., AAJ-Provided Advertisement advertisers or advertising distributors) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF AAJ HAS BEEN ADVICED OF THE POSSIBILITY OF SUCH DAMAGES. AAJ'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY AAJ TO YOU DURING [THE THREE MONTH PERIOD] IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
16. Term of the Agreement. The term of this Agreement will begin upon our written notification that your site has been accepted to participate in the Program and shall continue for a period of two years. Notwithstanding the foregoing, either you or AAJ may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all references to your participation in the Program, all AAJ-Provided Advertisements, and all other materials provided by or on behalf of AAJ to you pursuant hereto or in connection with the Program. Removing the AAJ advertising tags from your site automatically terminates this agreement. AAJ reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.
17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of New York State, without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.
I ACCEPT THESE TERMS: Apply Now
