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PoetryPublisher TextAds Program Standard Terms and Conditions (TPSTC) (PoetryPublisher.com)
Introduction. This Agreement between You and
PoetryPublisher ("PoetryPublisher.com") consists of these TextAds
Standard Terms and Conditions ("Terms and Conditions") and the
FAQs. "You" or "Advertiser" means any
entity that signs up for a site at PoetryPublisher.com, which shall also be bound by
the terms of this Agreement. If You are an agency, You also represent and
warrant that (1) the advertiser on whose behalf You are acting has authorized
You to enter into this Agreement and to assume the obligations under this
Agreement on such advertiser's behalf and to represent such advertiser within
the scope of this Agreement and the Program, and (2) such advertiser agrees to
be bound by the terms of this agreement, including but not limited to paying
PoetryPublisher for advertisements delivered pursuant to this Agreement. Please read
very carefully these Terms and Conditions and the Program FAQs.
- Uses. You agree that Your
ads may be placed on (i) any Web site, application or other property owned or
operated by PoetryPublisher (a "PoetryPublisher Property") and (ii) any Web site,
application or other property owned or operated by a third party (a "Partner")
upon which PoetryPublisher places TextAds ads pursuant to a contractual agreement
("Partner Property"). Third Party site usage is a mandatory
requirement of participation in this Program. PoetryPublisher and/or
any Partner may review, reject or remove any ad (including any Target (as
defined below)) for any reason. In addition, ads may be modified to
comply with policies related to any PoetryPublisher Property or any Partner
Property, and to optimize an ad to increase the CTR. PoetryPublisher will activate your default ad if you do not have a change in your balance within a 30 day period. Computer code in your ad content, links, url, etc. is prohibited.
- Partner Properties. Even if
Your ad(s) are placed on Partner Property(ies), You agree to direct to
PoetryPublisher, and not to any Partner, any communication regarding Your ad(s) on
any Partner Property. In addition, if You participate in any syndication
program(s) by having Your ads displayed on Partner Properties, the display of
Your ads on Partner Property(ies) will provide Partner(s) with access to the
content of Your ads, including the URL(s), and any contact or other
information that can be obtained through such URL(s), as well as data
regarding queries or clicks on directory categories.
- TextAds FAQs. You
acknowledge and agree that in order for PoetryPublisher to (among other things)
maintain the integrity and dynamic nature of the Program, Your participation
in the Program is subject to the FAQs, which are incorporated into these Terms
and Conditions by reference and may be modified by PoetryPublisher at any time to
reflect changes in how PoetryPublisher makes the Program generally commercially
available.
- Targets; Your Web Site(s).
You are solely responsible for knowing the contents of the FAQs. You are
solely responsible for all "Targets", and for the content of Your ads,
including URL links. PoetryPublisher is not responsible for anything related
to Your Web site(s).
- Prohibited Uses. PoetryPublisher
strictly prohibits using any PoetryPublisher Property, any Partner Property, or any
third-party technology: (i) to generate fraudulent impressions of or
fraudulent clicks on Advertiser's ad(s) or third-party ad(s), including but
not limited to using robots or other automated query tools and/or computer
generated search requests, and/or the fraudulent use of other search engine
optimization services and/or software; (ii) to advertise substances, services,
products or materials that are illegal in any state or country where Your ad
is displayed; (iii) in any way that violates any policy posted on any
PoetryPublisher Property, as revised from time to time; or (iv) to engage in any
other illegal or fraudulent business practice under the laws of any state or
country where Your ad is displayed. You may not include links to any Web
site(s) as part of Your ad, unless the content found at such site(s) is
relevant to Your Target(s) and/or ad creative. You may not run multiple ads
linking to the same or similar site on the same search results page. Violation
of these policies may result in immediate termination of this Agreement
without notice, and may subject You to state and federal penalties and other
legal consequences.
- Termination; Cancellation.
Unless otherwise agreed to in writing by the parties, You may cancel or delete
any ad and/or terminate this Agreement with or without cause at any time by
canceling or deleting all ads hereunder via Your online account; provided,
however, that a cancelled ad may continue to run for up to 48 hours before
such cancellation takes effect. PoetryPublisher may at any time terminate the
Program, terminate this Agreement, or cancel any ad(s) or Your use of any
Target. Except as set forth in Section 5 above or unless PoetryPublisher has
previously canceled or terminated Your use of the Program (in which case
subsequent notice by PoetryPublisher shall not be required), PoetryPublisher will not
notify You via email of any such termination or cancellation, which shall be
effective immediately. Upon cancellation of any ad or termination or
expiration of this Agreement for any reason, (i) You shall remain liable for
any amount due for clicks already delivered and for clicks on any ad(s)
through the date such cancellation or termination takes effect, and (ii)
Sections 2 and 5 through 15 shall survive expiration or termination.
Your unused balance is non refundable.
- Confidentiality.
During the term of this Agreement and for a period of two years following the
termination or expiration of this Agreement, each party agrees not to disclose
Confidential Information of the other party to any third party without prior
written consent except as provided herein. "Confidential Information"
includes (i) ads (including Targets and URLs), prior to publication, (ii)
except as provided in subsection (i) above, any other Program information or
access to technology prior to public disclosure provided by PoetryPublisher to You
and identified at the time of disclosure in writing as "Confidential." It does
not include information that has become publicly known through no breach by a
party, or has been (i) independently developed without access to the other
party's Confidential Information; (ii) rightfully received from a third party;
or (iii) required to be disclosed by law or by a governmental authority.
Nothing in this Agreement shall prohibit or limit either party's use or
disclosure of the U.S. Federal income tax treatment and U.S. Federal income
tax structure of any transaction contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment or tax structure, except where
confidentiality is necessary to comply with applicable federal or state
securities laws.
- No Guarantee. PoetryPublisher
makes no guarantee regarding the levels of impressions, clicks or conversions
for any ad (including any Target) or group of ads or the timing of delivery of
any impressions, clicks or conversions for any ad displayed on any PoetryPublisher
Property or any Partner Property. PoetryPublisher may offer the same Target to more
than one advertiser. You may not receive any impressions for Your ad(s) if for
a given Target there are more advertisers or ads than available display
positions or if Your ads do not meet applicable click-through thresholds.
- No Warranty. PoetryPublisher
MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH
RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE
WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE.
- Limitation of Liability; Force
Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT
FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PoetryPublisher'S
AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS
LIMITED TO THE AMOUNT PAID TO PoetryPublisher BY ADVERTISER FOR THE AD GIVING RISE
TO THE CLAIM. 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.
Without limiting the foregoing and except for payment obligations, neither
party shall have any liability for any failure or delay resulting from any
condition beyond the reasonable control of such party, including but not
limited to governmental action or acts of terrorism, earthquake or other acts
of God, labor conditions, and power failures.
- Payment. All
payments are made using PayPal. You agree to pay all applicable charges
under this Agreement, including any applicable taxes or charges imposed by any
government entity, and that PoetryPublisher may change its minimum pricing at any
time, as reflected in the FAQs. If You dispute any charge made under the
Program, You must notify PoetryPublisher in writing within two (2) days of any such
charge; failure to so notify PoetryPublisher shall result in the waiver by You of
any claim relating to any such disputed charge. All fees are paid in
advance and are non refundable. Charges to Your balance shall be
calculated solely based on invoicing records maintained by PoetryPublisher for
purposes of billing. No other measurements or statistics of any kind
shall be accepted by PoetryPublisher or have any effect under this Agreement.
- Representations and Warranties.
You represent and warrant that (a) all of the information provided by You to
PoetryPublisher to enroll in the Program is correct and current; (b) You hold all
rights to permit PoetryPublisher and any Partner(s) to use, reproduce, display,
transmit and distribute Your ad(s) (including all Targets) and all contents
therein ("Use"); and (c) the following items will not violate (or
encourage conduct that would violate) any applicable laws, regulations or
third party rights in any state or country in which Your ad is displayed: any
Use by PoetryPublisher or any Partner(s), Your Target(s), any Web site(s) linked to
from Your ad(s), and products or services offered on such Web site(s).
- Your Obligation to Indemnify.
You agree to indemnify, defend and hold PoetryPublisher, its agents, affiliates,
subsidiaries, directors, officers, employees, and applicable third parties
(e.g., all relevant Partner(s), licensors, licensees, consultants and
contractors) ("Indemnified Person(s)") harmless from and against any
third party claim, liability, loss, and expense (including damage awards,
settlement amounts, and reasonable legal fees), brought against any
Indemnified Person(s), arising out of Your use of the Program, Your Web site,
and/or Your breach of any term of this Agreement. You acknowledge and agree
that each Partner, as defined herein, has the right to assert and enforce its
rights under this Section directly on its own behalf as a third party
beneficiary.
- Miscellaneous. You will be
responsible for all reasonable expenses (including attorneys' fees) incurred
by PoetryPublisher in collecting unpaid amounts under this Agreement. This
Agreement shall be governed by the laws of Missouri, except for its conflicts
of laws principles. Any dispute or claim arising out of or in connection with
this Agreement shall be adjudicated in Laurence County, Missouri. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and any non-PoetryPublisher purchase order, invoice or
other document relating to the subject matter hereof and any additional terms
contained therein shall be null and void. Each party hereto is duly authorized
to enter into this Agreement and perform its obligations hereunder. Any
modifications to this Agreement must be made in a writing approved by the
PoetryPublisher and executed by both parties. Unless otherwise expressly set forth
herein, any notices shall be sent to (a) in the case of PoetryPublisher: c/o
PoetryPublisher, Attn: TextAds Program, poetrypublisher@yahoo.com; and (b) in the case
of Advertiser, your account "Control Panel". The waiver of any breach or
default of this Agreement will not constitute a waiver of any subsequent
breach or default. If any provision herein is held unenforceable, then such
provision will be modified to reflect the parties' intention, and the
remaining provisions of this Agreement will remain in full force and effect.
Advertiser may not resell, assign, or transfer any of its rights hereunder.
Any such attempt may result in termination of this Agreement, without
liability to PoetryPublisher. The relationship(s) between PoetryPublisher and the
"Partners" is not one of a legal partnership relationship, but is one of
independent contractors. This Agreement shall be construed as if both parties
jointly wrote it.