BuzzLogic Conversation Ad Network Participation Agreement
BuzzLogic (TM) Influence is
Golden
This BuzzLogic Conversation
Ad Network Participation Agreement (“Agreement”) is a legal contract between
you (“Member”) and BuzzLogic, Inc., a Delaware corporation, having its
principal place of business at 425 Brannan St., 2nd Floor, San Francisco, CA
94107 (“BuzzLogic”). The right to participate in the BuzzLogic Content Ad
Network, and to access and use any BuzzLogic Services is granted only upon the
condition that you agree to the terms and conditions in this Agreement. If you
do not agree to such terms, then BuzzLogic is unwilling to provide you with
access to any BuzzLogic Services, in which case you must refrain from accessing
or using each of the foregoing and refrain from downloading, installing, or
using any software or other materials provided on the BuzzLogic Portal.
PLEASE CAREFULLY READ THE
PROVISIONS OF THIS AGREEMENT SET FORTH BELOW BEFORE CLICKING ON THE “I AGREE”
BUTTON, ACCESSING THE BUZZLOGIC PORTAL, OR DOWNLOADING, INSTALLING, OR USING
ANY MATERIALS PROVIDED THEREIN. WHEN YOU EITHER CLICK ON THE “I AGREE” BUTTON,
PROVIDE REGISTRATION INFORMATION TO ACCESS OR USE THE BUZZLOGIC PORTAL, OR
DOWNLOAD, INSTALL, OR USE ANY MATERIALS PROVIDED THEREIN (WHICHEVER COMES
FIRST) YOU ACKNOWLEDGE THAT (A) YOU ARE NOT A COMPETITOR OF BUZZLOGIC AND (B)
YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT AND THE AGREEMENT WILL BE EFFECTIVE AS OF SUCH DATE (“EFFECTIVE
DATE”). YOU ALSO REPRESENT THAT YOU POSSESS THE RIGHT AND AUTHORITY TO ENTER INTO
THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY OR PERSON.
1. Definitions. As used in this
Agreement, the following terms have the following meanings:
1.1. “BuzzLogic Conversation Ad Network” means
the advertising network whereby BuzzLogic will serve ads into Member Blogs from
its own or third party Advertisers and Networks
1.2. “Bona Fide Internet User" means a real live person
(which excludes for the avoidance of doubt, any computer-generated presence,
such as a robot, spider, hitbot, script, software, hidden link, scraper or
other mechanical or artificial presence) who has not has been paid or otherwise
incentivized by Member or by any other third party to view an impression or
click on any links from any page of the Member Site.
1.3. “Member Advertising Tag"
means code that is provided by BuzzLogic and displayed on the Member Site and
which will contain one or more units of advertising content, in a format and
size specified by BuzzLogic, and/or a corresponding component linking Member
with other Content Ad Network Members.
The “Member Advertising Tag” may also contain active programmatic
components, such as scripts, intended to measure performance and audience of
the BuzzLogic CAN, so long as no PII (Personally Identifiable Information) is
collected on individual users.
Such performance may be done by BuzzLogic or a designated partner.
1.4. "BuzzLogic Portal"
means the Web site through which (a) Member must, after accepting these terms
and conditions, provide certain registration data in order to participate in
the BuzzLogic Content Ad Network and receive the BuzzLogic Services, and (b)
after such registration, through which Member Conversation Ad Network access,
view and manage data related to the BuzzLogic Conversation Ad Network.
1.5. “BuzzLogic Services” means
the services provided by BuzzLogic that enable Member, Publishers, and
Advertisers to establish connections (i.e., the BuzzLogic Conversation Ad
Network) to share content, communication, or advertising through the use of Member
Advertising Tags provided and served by such, BuzzLogic, its Publisher and/or
other third parties.
1.6. "Member Blog" means
Member's Weblog on whose pages advertising is served into the Member Site via
the Member Ad Tag.
1.7. “Member Site” means the
specific Web site owned and operated by Member on which Member distributes and
makes generally available blogging content at the uniform resource locator
identified in the Conversation Ad Network Invitation and whose location is
maintained up to date by Member through the BuzzLogic Portal.
1.8. “Publisher” means a third
party provider of on-line content that has retained BuzzLogic to provide
certain advertising services, including the BuzzLogic Services.
1.9. “Publisher Site” means a
given Web site owned and operated by a Publisher.
1.10. “Advertiser Page” means a Web
site accessed by a Bona Fide Internet User clicking through an Advertisement
displayed in a Member Ad Tag on a Member Site.
2. Participation in BuzzLogic
Conversation Ad Network
2.1. Generally. In order to
participate in the BuzzLogic Conversation Ad Network, Member must have first
received an invitation sent by BuzzLogic (“Conversation Ad Network Invitation”).
After receipt of each Conversation Ad Network Invitation, Member shall register
on the BuzzLogic Portal and provide the requested information to become a
member and shall comply with the policies and instructions for participation in
the BuzzLogic Conversation Ad Network provided by Member by BuzzLogic from time
to time. Thereafter, until Member's right to participate in the BuzzLogic Conversation
Ad Network is suspended or terminated by BuzzLogic, Member shall display the
applicable Member Advertising Tags on the Member Site and have the right to
access and use the BuzzLogic Services. As a benefit of participating in the BuzzLogic
Conversation Ad Network, BuzzLogic has the right to cause the Member to appear
on the BuzzLogic Conversation Ad Network Widgets.
2.2. Member Site. Member is solely
responsible for the ownership, development, maintenance and operation of the
Member Site and any content (other than Member Advertising Tags) displayed on
such site or otherwise displayed or made available by Member (the “Member
Content”). Member shall ensure that all Member Content and the Member Site
complies with all applicable laws. Solely to the extent necessary to allow
BuzzLogic to provide the BuzzLogic Services, Member hereby grants BuzzLogic a
royalty-free, non-exclusive, sublicensable license to copy, modify (for
example, by the insertion of advertisements or other content), publicly display
and/or perform and otherwise use the Member Content. During the Term, in
accordance with the instructions provided by BuzzLogic, Member will insert
certain software code (e.g., JavaScript code) provided or specified by
BuzzLogic in the Member Site, to enable BuzzLogic to serve Member Advertising
Tags on such site in accordance with the terms of this Agreement. In addition,
Member shall comply with the requirements set forth in the applicable BuzzLogic
technical specifications that are made available to Member from time to time to
enable BuzzLogic to place Member Advertising Tags on the Member Site. Member
shall use best efforts to require that only Bona Fide Internet Users click on
any BuzzLogic Advertising Unit and that each third party who clicks on a Member
Advertising Tag will be transferred directly to the destination page specified
by BuzzLogic or the applicable Publisher, without the display of any frame,
advertisement, or promotion and without the display of any intermediate content
between the Member Site and the applicable Publisher Site.
2.3. Ad Frequency; Ad Serving
Only. At all times during, and in order to enable participation in the
BuzzLogic Content Ad Network, Member shall (a) make available no more and no
less than 1 Member Advertising Inventory on each new page of the Member Blog
for the display of Member Advertising Tag (unless otherwise agreed) and (b)
optimize the placement and performance of such inventory. During any period of
time in which Member is not participating in the BuzzLogic Conversation Ad
Network but has maintained the Member Advertising Tag on the Member Sites,
BuzzLogic shall have the right to serve to, and display on, stand-alone
advertising content for the Member Advertising Tag, as well as collect
measurements about the Member Site.
2.4. Certain Restrictions. Member
shall not: (a) take any action to interfere with, or disrupt, the BuzzLogic
Services or any other user's use of the BuzzLogic Services; (b) engage in any
fraudulent or deceptive business practice; (c) except as expressly authorized
in writing by BuzzLogic, modify, alter or edit any Member Advertising Tag,
tracking codes or other content provided by BuzzLogic or Publisher; (d) display
any Member Advertising Tag on any Web page or any Web site that contains any
pornographic, hate-related, violent, or illegal or offensive content; (e)
solicit impressions, clicks or other actions by payment of money, false
representation, or request for end users to click on or take other actions with
respect to any Member Advertising Tag or (f) directly communicate with any
Publisher regarding the BuzzLogic Content Ad Network.
2.5. Prohibited Uses. You shall
not, and shall not authorize or encourage any third party to: (i) directly or
indirectly generate impressions of or clicks on any Member Ad Tag through any
automated, deceptive, disingenuous or fraudulent means, including but not
limited to through repeated manual clicks, the use of robots or other automated
query tools and/or computer generated search requests, and/or the fraudulent
use of other services and/or software; (ii) edit, modify, filter or change the
order of the information contained in any Member Ad Tag, or remove, obscure or
minimize any Ad or Member Ad Tag in any way; (iii) frame any Web page or Feed
item accessed by an end user after clicking on any part of a Member Ad Tag or
Web page that contains Member Ad Tags; (iv) redirect an end user away from any
Advertiser Page, provide a version of the advertiser page that is different
from the page an end user would access by going directly to the Advertiser
Page, intersperse any content between the Ad and the Advertiser Page, or
otherwise provide anything other than a direct link from an Ad to an Advertiser
Page; (v) display any Ad or Member Ad Tag on any error page, registration or
"thank you" page (e.g., a page that thanks a user after he/she has
registered with the applicable Web site), or in any email, or on any Web page
or any Web site that contains any pornographic, hate-related or violent
content; (vi) directly or indirectly access, launch and/or activate Ads through
or from, or otherwise incorporate the Ads in, any software application, Web
site or other means other than Member's Blog, and then only to the extent
expressly permitted by this Agreement; (vii) "crawl",
"spider", index or in any non-transitory manner store or cache
information obtained from any Ad(s) or any part, copy or derivative thereof, or
(viii) act in any way that violates any Program Policies posted on the
BuzzLogic Web Site, as may be revised from time to time. You acknowledge that
any attempted participation or violation of any of the foregoing is a material
breach of this Agreement and that we may pursue any and all applicable legal
and equitable remedies against You, including an immediate suspension of Your
account or termination of this Agreement, and the pursuit of all available
civil or criminal remedies relating to fraud and other legal claims.
2.6. BuzzLogic Portal. Subject to
the terms and conditions of this Agreement, BuzzLogic grants Member a limited,
nonexclusive, revocable license to access and use the BuzzLogic Portal, solely
as necessary to enable Member to utilize the BuzzLogic Services, and to display
the BuzzLogic Member Advertising Tag in connection with the BuzzLogic Services.
Member will be assigned a user name and password to access and use the
BuzzLogic Portal. Member agrees that it shall provide truthful and accurate
information when it registers for the BuzzLogic Services and/or BuzzLogic
Conversation Ad Network, and Member shall not use any aliases or other means to
mask Member's true identity. Member shall protect and safeguard its user name
and password at all times and Member shall be responsible for all activity
under Member's user name and password regardless of whether initiated by Member
or some other third party. As between the parties, BuzzLogic owns all right,
title, and interest in and to the BuzzLogic Services, BuzzLogic Technology (as
defined below), and Member Advertising Tags, and any intellectual property
rights in each of the foregoing, and any rights in and to any of the foregoing
that are not granted to Member pursuant to this Agreement are reserved by
BuzzLogic.
2.7. Feedback. BuzzLogic may
periodically request that Member provide, and Member agrees to provide to
Company, feedback regarding the use, operation and functionality of the Product
(“Feedback”). Such Feedback shall include, without limitation, any information about
operating results, known or suspected bugs, errors or compatibility problems
and user-desired features. Evaluator hereby assigns to Company all rights in
the Feedback and agrees that Company shall have the right to use such Feedback
and related information in any manner it deems appropriate.
2.8. Trademarks and Other
Intellectual Property. Subject to the terms and conditions of this Agreement,
BuzzLogic grants Member a non-exclusive license to use BuzzLogic's name,
trademarks and logo (the “Marks”) solely for display on the Member Advertising
Tag on the Member Site. BuzzLogic may terminate the license (or this Agreement
in its entirety) if, in its reasonable judgment, Member's use of the Marks
tarnishes, blurs or dilutes the quality associated with the Marks or the
associated goodwill and such problem is not cured within three (3) days of
notice of breach.
2.9. Title to and ownership of the
Marks will remain with BuzzLogic. Member will not take any action inconsistent
with BuzzLogic's ownership of the Marks, and all benefits accruing from use of
such Marks will automatically vest in BuzzLogic. Member will not form any
combination marks with the Marks. BuzzLogic and its suppliers retain ownership
of all intellectual property rights in and to the BuzzLogic Services, including
the software, content, html code, scripts, URLs, and other technology. Member
will not use any device, software, or routine to interfere or attempt to
interfere with any application, function, or use of the BuzzLogic Services.
Member will not decompile, disassemble, decrypt, extract, reverse engineer, or
otherwise attempt to derive the source code of the software (including the
tools, methods, processes, and infrastructure) enabling or underlying the
BuzzLogic Services.
3. Payment. On a monthly basis,
BuzzLogic will pay Member the agreed on price per thousand Qualifying Ad
Impressions served on Member's Blog, subject to the Maximum Monthly Payment
specified below. If a
different schedule of payment is agreed on between Member and BuzzLogic, that schedule
of payment will be used instead.
3.1. Timing of Payment. BuzzLogic will remit payment for Qualifying Ad Impressions to Blogger within 30 days of the end of each month. Payments will be made via Member's PayPal account, which Member will communicate to BuzzLogic through the applicable form on the BuzzLogic Portal. Member is solely responsible for the creation and maintenance of their PayPal account. All fees will be paid in United States dollars. BuzzLogic will pay the Revenue Share earned by Member during a given month within 30 days after the last day of such month, provided, however, that the total accrued Payments due to Member exceed $10. BuzzLogic will withhold Payments until the processing of a pay period during which the total accrued amount due Member is at least $10. In order to be eligible for receipt of payments over $600, Member must complete federal form W-9 and deliver a completed copy of such form to BuzzLogic at the address indicated on the BuzzLogic Portal. In the event of any dispute or controversy about whether any payment is due to Member in connection with a BuzzLogic Conversation Ad Network, the parties acknowledge and agree that BuzzLogic has the sole discretion to determine the outcome of such dispute. Member shall be solely responsible for any and all taxes, duties, import fees, and all related penalties and interests, that become payable as a result of the payment of any amount to Member pursuant to this Agreement.
3.2. Member is solely responsible
for providing BuzzLogic with any changes to their PayPal id address for the
purpose of submitting payments to Member. BuzzLogic has no liability for any payment submitted to an outdated
address if Member has failed to
supply or update their address through the BuzzLogic Portal. Any payment
rejected for failure to supply or update PayPal id information or not claimed
within 90 days will be forfeited and the payment canceled. Any check not cashed within its expiry
period will be forfeited and the payment is canceled.
3.3. Qualifying Ad
Impression. Only Qualifying Ad
Impressions will be counted in the calculation of Payments that will be made to
Members. Non-Qualifying Ad Impressions
include, but are not limited to:
3.3.a.
Fraudulent Impressions.
Impressions which are not being served to a Bona Fide Internet User as a
result of organic traffic to Member's Blog.
3.3.b. Excessive Repeat
Impressions. Repeat
Impressions to a given individual not consistent with reasonable patterns of
refresh or visits to a Member Blog, or which could reasonably be considered a
single viewing which is broken up into multiple viewings for any reason,
including but not limited to in order to perform visual refreshes such as
animations on Member's Blog.
3.3.c.
Impressions Below the Fold. Impressions which are shown further from 400 pixels
from the top of Member's Blog page.
3.3.d. Foreign Impressions. Impressions which are served to IP
locations determined to be outside the fifty States of the USA, except by
written agreement between BuzzLogic and Member.
3.3.e.
Qualifying Impressions Intermingled with Non-Qualifying
Impressions. Qualifying
Impressions served on a Member's Blog in such a way as to be significantly
intermixed with Non-Qualifying Impressions will also be deemed Non-Qualifying.
4. Confidentiality.
“Confidential Information” means all information disclosed by BuzzLogic to
Member that BuzzLogic designates as, or Member should reasonably know is,
proprietary or confidential. Confidential Information will not include
information that is or becomes generally publicly known through no act or
failure to act by Member, or that Member knows at the time of receiving such
information. Member will not disclose Confidential Information to any third
party and will use Confidential Information only to the extent required to use
the BuzzLogic Services. All Confidential Information (including copies thereof)
shall remain BuzzLogic' property and shall be returned or destroyed upon
termination of this Agreement and/or upon BuzzLogic's written request. Member
agrees that BuzzLogic may transfer and disclose to any and all Publishers and
Third Party Members personally identifiable information about Member in
connection with the operation and delivery of the BuzzLogic Services, including
approving and enabling Member's participation in the BuzzLogic Conversation Ad
Network. Member acknowledges that it may receive email and other communications
from Publishers and/or Third Party Members in connection with the BuzzLogic
Services, and Member hereby consents to receive such communications. Without
limiting the foregoing, BuzzLogic may freely share non-personally-identifiable
information about Member, including URLs, Web-site statistics and similar
information collected by BuzzLogic with any and all Publishers, advertisers,
business partners, sponsors, and other third parties. In addition, Member
grants BuzzLogic the right to access, index and cache the Member Site,
associated Web sites, or any portion thereof, including by automated means such
as Web spiders or crawlers.
5. Term and Termination
5.1. Term. This Agreement shall
become effective as of the Effective Date and will remain in effect until
terminated by either Member or BuzzLogic as provided in this Section 5 or as
expressly provided elsewhere in this Agreement.
5.2. Termination of BuzzLogic
Conversation Ad Network. At any time, BuzzLogic shall have the right to suspend
or terminate Member's participation in the BuzzLogic Conversation Ad Network
effective immediately upon notice to Member. In the event of any such termination
or suspension, should Member continue to display the Member Advertising Tag on
the Member Site, BuzzLogic shall have the right to display any advertising
content via the Advertising Tag without compensation to Member.
5.3. Termination of Agreement. Either
party may terminate this Agreement at any time on thirty (30) days' written
notice. Without limiting any other remedies available to it, BuzzLogic may
terminate this Agreement immediately upon notice if: (a) Member fails to
strictly comply with any term or provision of this Agreement; (b) Member fails
to include the applicable tracking code on the Member Site, and/of (c)
BuzzLogic determines that Member's actions may cause legal liability for, or
harm the reputation or goodwill of, BuzzLogic, any Publisher or any supplier or
other client of BuzzLogic.
5.4. Effects of Termination. Upon
any termination of this Agreement, all licenses granted hereunder will
terminate, Member will return or destroy all Confidential Information, and
Member will promptly remove the Marks and any Member Advertising Tags from any
of its websites. Neither party will have liability to the other party for
termination of this Agreement as provided herein. The provisions of Sections 4,
5.4, 5.6, 6, 7, 8, 9, and 10 will survive any termination of this Agreement.
6. Indemnification
6.1. By BuzzLogic. BuzzLogic will
defend and/or settle, and pay damages finally awarded pursuant to, any third
party claim brought against Member, which alleges that the BuzzLogic technology
used in connection with providing the BuzzLogic Services to Member (the “BuzzLogic
Technology”) infringes upon or misappropriates any intellectual property right
of a third party, as long as Member promptly notifies BuzzLogic of the claim,
tenders sole control of the defense, and provides assistance to BuzzLogic to
defend the claim. If the BuzzLogic Technology becomes, or in BuzzLogic's
opinion is likely to become, the subject of an infringement claim, BuzzLogic
may, at its sole option: (a) modify the BuzzLogic Technology so that it is
non-infringing; (b) provide the BuzzLogic Services using non-infringing
technology; or (c) terminate this Agreement. THIS SECTION STATES BUZZLOGIC'S
ENTIRE LIABILITY AND MEMBER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS
AND ACTIONS.
6.2. By Member. Member will defend
and/or settle, and pay damages finally awarded pursuant to, any third party
claim brought against BuzzLogic, which alleges that the Member Site and/or any
Member Content violates, infringes upon or misappropriates any intellectual
property right, publicity/privacy rights or other rights of a third party.
6.3. Indemnity Procedures. The
party seeking indemnification (the “Indemnitee”) shall: (a) give the party with
the indemnification obligation (the “Indemnitor”) prompt written notice of the
relevant claim, (b) cooperate with the Indemnitor, at the Indemnitor's expense,
in the defense of such claim, and (c) give the Indemnitor the right to control
the defense and settlement of any such claim, except that the Indemnitor shall
not enter into any settlement that affects the Indemnitee's rights or interest
without the Indemnitee's prior written approval. The Indemnitee's shall have
the right to participate in the defense at its own expense.
7. Warranty Disclaimer. THE
BUZZLOGIC SERVICES, THE BUZZLOGIC TECHNOLOGY AND ALL OTHER CONTENT, DATA,
MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY
BUZZLOGIC AND ITS SUPPLIERS ARE PROVIDED "AS IS" AND "AS
AVAILABLE," WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. BUZZLOGIC
AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. BUZZLOGIC DOES NOT WARRANT
THAT THE BUZZLOGIC SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED,
COMPLETELY SECURE OR VIRUS-FREE.
8. Limitation of Liability
8.1. TYPE OF DAMAGES. IN NO EVENT
SHALL EITHER PARTY HAVE ANY LIABILITY OR RESPONSIBILITY TO THE OTHER PARTY FOR
ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON TORT
(INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT CLAIMS OR ON ANY OTHER BASIS, EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. AMOUNT OF DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUZZLOGIC'S AGGREGATE LIABILITY
UNDER THIS AGREEMENT WILL NOT EXCEED DIRECT DAMAGES IN EXCESS OF THE AMOUNTS
PAID BY BUZZLOGIC TO MEMBER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENTS
GIVING RISE TO THE LIABILITY.
8.3. EXCLUSIONS. The above
exclusions and limitations of liability will not apply to: (a) either party's
breach of its confidentiality obligations; or (b) either party's
indemnification obligations under Section 6.
9. CONDITIONS FOR USAGE
9.1. You shall provide BuzzLogic
with accurate, complete, and updated registration information. Failure to do so
shall constitute a breach of this Agreement, which may result in immediate
termination of this Agreement. BuzzLogic reserves the right to refuse any
application at its sole discretion.
9.2. You must be above the age of
18 to use BuzzLogic Services.
9.3. You may not select or use a
user name or BuzzLogic 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 person other than you without written authorization, nor
use a user name that Application Provider, in its sole discretion, deems
offensive.
9.4. BuzzLogic Member Advertising
Tags should appear immediately adjacent to content or editorial functionality,
and must begin less than 400 pixels from the top of the web page (Above the
Fold). No Member Advertising Tag may be posted multiple times on the same web
page.
9.5. Member Advertising Tags for
Member Blogs established for a given Category must deliver audiences focused on
the topic(s) specified. You are
solely responsible for reclassifying your Member Blog via the BuzzLogic Portal
if the focus of the web site on which the Member Advertising Tag is displayed
changes.
9.6. For the purposes of the
Conversation Ad Network Program, only one Member Blog may be enrolled in the
program for each Payee.
9.7. You will not send unsolicited
e-mail ("spam") to attract Users or Advertisers to your Member Blog.
9.8. You acknowledge that
BuzzLogic may establish general practices and limits concerning use of the
Service, including without limitation the maximum number of paid-for
advertisments that Conversation Ad Network be served into Member Ad Tag, and
the maximum number of times (and the maximum duration for which) you may access
the Service in a given period of time. BuzzLogic may add you to its lists of
Member Blogs displayed to advertiser.
You further acknowledge that BuzzLogic reserves the right to change these
general practices and limits at any time, in its sole discretion, with or
without notice.
9.9. You acknowledge and agree
that BuzzLogic may, without notice, remove you from its lists of Publishers if
you fail to comply with any of the above usage conditions.
10. General Provisions. The
relationship of the parties is that of independent contracting entities and
nothing in this Agreement is intended nor shall be construed to create an
employer/employee relationship, a principal/agent relationship or a partnership
or joint venture relationship or to allow either to exercise control or
direction over the manner or method by which the other transacts its business
affairs or provides its usual services. Neither party will have the power to
bind the other party or incur obligations on its behalf without the other
party's prior written consent. No notice (including any notice of termination)
will be effective until it is delivered to the other party in writing. Notice
will be deemed delivered when delivered: (a) by recognized overnight courier
(established by written verification of personal, certified or registered
delivery from a courier or the postal service); or (b) by fax (established by a
transmission report, which must be followed by a copy sent through a courier or
certified or registered mail). Notices to Member shall be sent to the address
provided by Member through the BuzzLogic Portal and to BuzzLogic at the address
for notice indicated below. Either party may change its address for notice by
issuing a notice to the other party in accordance with the requirements of this
Section. The validity, construction and interpretation of this Agreement shall
be governed by the internal laws of the State of California, excluding conflict
of laws provisions that would require the application of the laws of any other
state. The United Nations Convention on Contracts for the International Sale of
Goods does not apply to this Agreement. The parties agree to the exclusive
jurisdiction and venue of the state and federal courts located in Santa Clara
County, California, except that nothing will prohibit BuzzLogic from proceeding
directly to any court of competent jurisdiction to protect or enforce its
intellectual property rights or rights in Confidential Information. This
Agreement may not be assigned by either party by operation of law or otherwise,
without the prior written consent of the other party, which consent shall not
be unreasonably withheld. Such consent is not required in connection with the
assignment of this Agreement pursuant to a merger, acquisition or sale of all
or substantially all of the assigning party's assets or equity interests. Any
attempted assignment in violation of the foregoing is void. Notwithstanding any
provision contained in this Agreement, neither party shall be liable to the
other to the extent fulfillment or performance of any terms or provisions of
this Agreement are delayed or prevented by revolution or other civil disorders;
wars; strikes; labor disputes; fires; floods; nuclear incident; acts of God;
terrorism; government action; or, without limiting the foregoing, any other
causes not within its control and which, by the exercise of reasonable
diligence, it is unable to prevent. This Agreement, together with any policies
and instructions referenced herein, constitutes the entire agreement between
the parties with respect to the subject matter hereof. This Agreement
supersedes all prior or contemporaneous negotiations, agreements, and
undertakings between the parties with respect to such matter. Headings in this
Agreement are for reference purposes only and shall not affect the
interpretation or meaning of this Agreement. If any provision of this Agreement
is held to be contrary to law or unenforceable, then the remaining provisions
of this Agreement will remain in full force and effect. No delay or omission by
either party to exercise any right or power it has under this Agreement shall
be construed as a waiver of such right or power. A waiver by either party of
any breach by the other party shall not be construed to be a waiver of any succeeding
breach or any other covenant by the other party. All waivers must be in writing
and signed by the party waiving its rights. BuzzLogic shall have the right to
reference publicly Member's name, marks, and logos, and to include and
reference Member's name, trade names, trademarks, and service marks in any
marketing, advertising, or other promotional materials, including press
releases, relating to any BuzzLogic Conversation Ad Network and/or the
BuzzLogic Services.
Versions
1.0 – June 6th,
2008
1.1 – July 14th,
2008. Extends the beta period.
1.2 – August 15th,
2008. Beta Period expired,
guaranteed CPM removed.
1.3 – August 29th,
2008. Restrictions on some
international traffic reintroduced.
1.4 – October 6,
2008. Included scripting
provisions in the tag for measurement.