Apply

4.1 Rights to the Member Website(s). You represent and warrant that you write, maintain, operate, own or represent the Member Website(s) and that you have the authority to enter into this Agreement on behalf of the Member Website(s), including the right to grant us permission to link to the Member Website(s) and to place advertisements on the Member Website(s).

4.2 Rights to the Network. We represent and warrant that we write, maintain, operate, own or represent the Network and that we have the authority to enter into this Agreement on behalf of the Network, including the right to grant you permission to link to the Network and to place advertisements on the Member Website(s).

5.1 You are responsible for implementing all ad tags provided to you in connection with the Network, and for all formatting and code necessary in order for us to exercise our rights under this Agreement.

5.2 You agree to place on the Member Website(s) at least one ad tag for one of the following sizes (pixel width x pixel height): 160×600, 728×90, 300×250, Video Player, Video Pre-Roll VAST 2.0 tag or “High Impact” unit. Current High Impact units are (a) “Side Skins” measuring 300×1050 on the left and right of your pages (when the desktop monitor detects available space) and/or (b) Bottom Footer measuring 900×100.

5.3 We request that you clearly identify the ad placements with acronyms “ATF” for above-the-fold and “BTF” for below-the-fold placements as viewed on a traditional desktop display.

5.4 Should you remove all Network ad tags from your Member Website(s) the result shall be immediate termination of this Agreement and your Network membership.

6.1 We will have the right, but not the obligation, to place Network Advertisements on the Member Website(s). The Network Advertisements may be provided to us by a third-party advertiser or advertising distributor (in each case, the “Ad Supplier”). When we deliver Network Advertisements to you in connection with a Network ad tag placed on the Member Website(s), you will use commercially reasonable efforts to display such Advertisements on such Member Website(s). Nothing herein will require us to provide you with any Network Advertisements.

6.2 You are responsible for setting the minimum acceptable advertising rates you will accept for Network Advertisements on the Member Website(s). Your net earnings from our Network Advertisement(s) will never be below said minimum rates you set (typically set at a cost-per-thousand or “CPM” basis). By way of example, if you set your minimum CPM rates at $0.25 and we sold a total of 2,500,000 Network Advertising impressions, your earnings would never be below $625.00 (2,500,000 divided by 1,000 times $0.25).

6.3 For your banner ads (728×90, 300×250, 160×600 or 300×600), you may provide us with Unsold Default Advertisements in the event we are unable to secure Network Advertisements subject to your minimum rate as described in section 6.2. High Impact and Video Ad Units will render blank when we don’t have an ad sold for your site.

The Unsold Default Advertisements may be code provided by another third party network you use, such as Google AdSense or static image ads you provide. There is no cost to you for this service. We are will not remit any earnings for impressions sent to your Unsold Default settings.

6.3 You have the right to reject any Network Advertisement that appears on your Website(s) by banning the offending ad and/or advertising brand. Furthermore, you may set one or more default “ad quality” standards for the automatic rejection of such Advertisements, such as banning any pharmaceutical advertisements or specific brands.

6.4 You understand that we will evaluate the performance of Member Website(s) and, based on such performance, we reserve the right, in its sole and absolute discretion, to modify impressions, frequency caps, targeting and other such variables to maximize advertising performance for accepted Network Advertisements appearing on Member Website(s); in each case at any time, with or without notice to you.

6.5 We reserve the right, in its sole and absolute discretion, to cancel Network Advertisements appearing on Member Website at any time with or without notice to you.

6.5 You acknowledge that we may establish general practices and limits concerning use of the Network, including without limitation the maximum number and type(s) of Advertisements that can be placed into an ad space or into a web page, the maximum disc space that will be allocated on our servers on a Member Website’s behalf, the maximum number of times (and the maximum duration for which) you may access the Network service in a given period of time, and the minimum traffic and response rates generated with respect to your Member Website(s) and ad spaces. You further acknowledge that we reserve the right to change these general practices and limits at any time, with or without notice to you.

6.6 While we have established strong global quality rules regarding the type of ads, brands and offers seen through Network Advertisements, we are not responsible for the content of the Advertisements provided and displayed via the Network. We do not review the Advertisements before they are displayed, and do not verify, endorse or otherwise take responsibility for the contents of any Advertisements. However, as described above, you have the right to approve or reject Advertisements, set ad quality standards, and to set one or more default “permissions” for the acceptance or rejection of Advertisements.

7.1 Minimum Advertising Rate: You will establish minimum CPM (cost per thousand impressions) rates for the Network ad spaces as discussed in section 6.2.

7.2 Payment Terms: We shall remit to you a payment based on your net earnings, subject to your minim acceptable advertising rate. The Payment Amount will be paid no more than sixty (60) days following the last day of the calendar month in which the revenue was collected.

7.3 Reporting: We shall provide you a preliminary ongoing monthly report that will set forth an estimate of fees earned by your Member Website(s) together with other reasonable supporting information regarding revenues accrued during the preceding month. These reports are viewed through your Network system access.

7.4 Minimum Payment Amount: We will include the remittance as set forth in Section 7.2 above, as long as it exceeds our minimum payout levels. For payments sent by check, PayPal, or ACH, the minimum amount to receive payment is fifty dollars ($50). To receive payment by international wire transfer or international ACH, the minimum amount to receive payment is two hundred and fifty dollars ($250). If the total amount of the compensation earned is less than the payout levels in a given month, then the amount will be accumulated until it reaches the required minimum.

8.1 As between you and us, you will be solely responsible for the maintenance and operation of the Member Website(s), and for all materials that appear on the Member Website(s). Without limiting the foregoing, you agree to be solely responsible for: (i) the creation of ad space descriptions and logos; (ii) the placement of ad space Javascript into the relevant site(s); (iii) the acceptance or rejection of Advertisements submitted to your ad spaces; (iv) the technical operation of the Member Website(s) and all related equipment (and all costs associated therewith); (v) the accuracy and appropriateness of materials posted on the Member Website(s); (vi) ensuring that materials posted on the Member Website(s) 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 (other than the Network Advertisements); (vii) properly installing advertising tags generated by the Network; (viii) ensuring that the following material, as interpreted by us in our sole discretion, will not be included on any Member Website(s): (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, us or one or more of our affiliates; (d) content that is inconsistent with our 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 (iix) using any data, images, or text obtained by you from us in connection with this Agreement, including, but not limited to, the Network Advertisements (collectively, the “Digital Throttle Content”) only in a lawful manner and only in accordance with the terms of this Agreement, and promptly deleting any content provided by us upon our request.

8.2 You agree to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Network or any services or activities conducted in connection with the Network. You agree not to take any action that imposes an unreasonable or disproportionately large load on the Network infrastructure. You agree not to impede or interfere with others’ use of the Network. You further agree not to alter or tamper with any information or materials on or associated with the Network.

8.3 You agree to provide us with accurate, complete, and updated application and registration information. Failure to do so will constitute a breach of this Agreement, which may result in immediate termination. We reserve the right to refuse any membership application in our sole discretion.

8.4 You may not select or use a user name or ad space name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any other person without written authorization, nor use a user name that we, in our sole discretion, deem offensive.

8.5 You will not send unsolicited email to attract viewers or advertisers to any ad space or to any Advertisements.

8.6 You are responsible for all usage or activity conducted via your account management tools, including any use of your Network account by any third party authorized by you to use your user name and password. You are advised to maintain the confidentiality of your account management password. You are responsible for ensuring that you exit from your account at the end of each session. You are solely responsible for the usage and placement of ad spaces on the Member Website(s).

8.7 You will ensure that each Member Website contains an easy to understand privacy policy that, at a minimum, (i) is available via a clear and conspicuous link from each page of the Member Website on which data is or may be collected; (ii) provides adequate and accurate notice and disclosure to consumers as to the nature and scope of the collection, use and storage of data collected from visitors to the Member Website by you, us and/or third parties, including a disclosure 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; and (iii) complies with all FTC and NAI guidelines and all other applicable laws, rules and regulations.

12.1 All content and materials on the Member Website(s) (other than Network Advertisements) and all content and materials uploaded by you to the Network (collectively, the “Member Materials”), including, without limitation, all intellectual property rights in the same, will remain your sole and exclusive property. Notwithstanding the foregoing, you hereby grant to us a non-exclusive, royalty-free, worldwide right and license (i) to link to the Member Website(s) from the Network Website and any other websites we control; and (ii) to use all content and materials uploaded by you to the Network solely for the purpose(s) for which you have provided such content and materials, and you acknowledge and agree that we may sublicense the foregoing rights to our licensor(s) who provide us with Network services. In addition, we may retain and use for our own purposes any Member Materials that we aggregate (i.e., render in a form such that no Member Materials are attributable to an individual website), and we may share such aggregated information with advertisers and business partners, including syndication partners, sponsors, and other third parties. This license includes, subject to your written agreement, the right, in our discretion, to identify you and your Member Website(s), and use your logo, on the Network Website and the Digital Throttle Website, in promotional and marketing materials, and/or in press releases; however we will not be obligated to identify you or your Member Website(s) in any such manner.

12.2 For the purposes of this Agreement, we hereby grant to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on your servers, distribute, display, perform, modify, stream, transmit, and reproduce the Network Advertisements solely for the purposes of placing such Advertisements on the Member Website(s) in accordance with this Agreement; and (b) to link to the Network Website from the Member Website(s), subject to our prior written approval of the placement, frequency and manner of such link.

12.3 All software, equipment, data, information and materials, developed or provided by us or our third-party service providers under this Agreement or used by us or our third-party service providers to provide the Network, including all intellectual property rights in the same, will remain the sole and exclusive property of us or our third-party service providers, as the case may be.

12.4 You acknowledge and agree that we may preserve all content and materials uploaded by you to the Network for a period of up to five (5) years, and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any such materials violate the rights of third-parties; or (d) protect the rights, property, or personal safety of us, our advertisers, our third-party service providers, and/or the public. Nothing in this Agreement requires us to preserve any Member Materials.

16.1 You agree to indemnify, defend, and hold harmless us, our Ad Suppliers and advertisers, and our third-party service providers, and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, demands, and investigations, and any liabilities, losses, costs, damages, and expenses relating thereto (including reasonable attorneys’ fees), to the extent such third party claims arise out of or relate to your membership in the Network, your Member Website(s), your Member Materials and/or a breach by you of any of the terms of this Agreement.

16.2 We agree to indemnify, defend, and hold harmless you, your parent and affiliate companies, the Member Website(s), and your third-party service providers, and each of their respective officers, directors, agents and employees, from and against any and all third party claims, actions, demands, and investigations, and any liabilities, losses, costs, damages, and expenses relating thereto (including reasonable attorneys’ fees), to the extent such third party claims arise out of or relate to Network Advertisements that are displayed on your Member Website(s) (excluding, for avoidance of doubt, any advertisements uploaded by you to the Network for display on your Member Website(s), and any advertisements displayed on your Member Website(s) by a third party after you have chosen to redirect one or more ad tags) and/or a breach by us of any of the terms of this Agreement.