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NETLINE CORPORATION
REVRESPONSE PUBLISHER PROGRAM TERMS AND CONDITIONS

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING TO BECOME A REVRESPONSE PUBLISHER. PARTICIPATION IN THE REVRESPONSE PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE REVRESPONSE PUBLISHER PROGRAM. ACCEPTING THESES TERMS AND CONDITIONS YOU (I) AGREE TO BE BOUND BY THIS AGREEMENT; (II) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (II) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

This Agreement (the " Agreement") contains the complete terms and conditions that apply to your participation as a RevResponse Publisher (" You," " Your," Yours," or " RevResponse Publisher") in the RevResponse Publisher Program (“Publisher Program”) of NetLine Corporation ("NetLine").
In consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. PROGRAM PARTICIPATION

1.1 Sign Up.

To become a RevResponse Publisher, the applicant must sign up on the RevResponse website at https://www.revresponse.com/signup, completing all the required information completely and accurately and agreeing to this Agreement to create Your account (“Account”).

1.2 Approval.

Participation in the Publisher Program is subject to NetLine’s prior approval and your continued compliance with this Agreement. NetLine reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By registering in the Publisher Program, you represent that You are at least 18 years of age. Upon acceptance to the Publisher Program, you will be given access to your account (“Account”) thorough the RevResponse Partner Portal (“Partner Portal”) at http://www.revresponse.com.

To continue to participate in the Publisher Program, you must follow any policies published and made available to you as a RevResponse Publisher. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms of this agreement or if we are investigating suspected misconduct.

1.3 Account.

Having an Account and using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services in any other use then what is specified in this agreement unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services other than what is specified in this agreement.

The RevResponse Publisher shall be responsible to maintain the accuracy of the information it has provided on the Partner Portal by updating the information on the Partner Portal as needed. NetLine may rely upon the information about you on the Partner Portal Site as accurate and complete. If any term or condition contained in the Application conflicts with the terms of this Agreement, the terms of this Agreement shall govern.

You shall be responsible for all usage and activity on your Account and for loss, theft or unauthorized disclosure of your password. You shall provide NetLine with prompt written notification of any known or suspected unauthorized use of your Account or breach of the security of your Account. You can also reset your password at any time by visiting RevResponse.com and clicking ‘Forgot your password?’ link.

You also acknowledge that as a participant in the RevResponse program, we may from time to time send you email updates about the program. By participating in RevResponse, you consent to our sending you these email updates.

2. REVRESPONSE PUBLISHER OBLIGATIONS

2.1 SITE RESPONSIBILITY.

You will be solely responsible for the development, operation and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to:

  • ensuring the technical operation of its site and all related equipment;
  • ensuring the accuracy and appropriateness of materials posted on its site;
  • ensuring that materials posted on its site do not violate any law, rule or regulation, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and
  • ensuring that materials posted on its site are not libelous or otherwise illegal.
2.2 MARKS.

NetLine hereby grants to RevResponse Publisher during the term of this Agreement a non-exclusive, non-transferable, worldwide license to use NetLine’s TradePub.com, RevResponse, and BlogNotions Marks (“NetLine’s Marks”) solely in connection with the performance of this Agreement, pursuant to NetLine’s then-current guidelines, which will be provided upon request, and in accordance with the terms of this Agreement and with good trademark practices, including, but not limited to, protecting the value of the goodwill residing in the NetLine’s Marks. All uses of the NetLine’s Marks in any print or other media or promotional materials require the prior written approval of NetLine. Except as provided in this Section 3, this Agreement does not grant RevResponse Publisher any right, title, interest, or license in or to any of NetLine’s Marks names, logos, trade dress, designs, or other trademarks or other Intellectual Property, and all uses of NetLine’s Marks will inure solely to the benefit of NetLine.

2.3 Promotional Activities.

If You participate in any promotional activities, You represent and warrant that all promotional means used by you will not contain, co-exist or refer to objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors. NetLine must approve all of your promotional activities that have not been specified within this agreement and may deem your promotional activities inappropriate and a material breach of this Agreement in NetLine's sole discretion. Our Audience Development department ,in addition to automated means, will evaluate publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by you through your promotional methods, or that is perpetrated through use of the Services, is grounds for immediate termination of this Agreement or deactivation of your Account.

2.4 Promotional Methods.

You represent and warrant for all promotional activities that you will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications.

All users’ actions must be the result of genuine user interest. Any method that artificially submits completed forms is strictly prohibited. Such prohibited methods include, but are not limited to, repeated manual submissions, using robots for automated form submission/completion, third-party services that submit forms on your behalf, incentivized programs such as paid-to-click, paid-to-surf, auto-surf, rewards, and click-exchange programs, or any deceptive software.

Failure to comply with this policy, RevResponse reserves the right to disable your account and withhold any payments you have accrued. If your account is disabled, you will not be eligible for further participation in the RevResponse program.

3. Revenue Programs.

As of this agreement, eligible publishers will have access to a number of revenue generation programs including, but not limited to, the following: CPL Offer Promotions, Display Advertising programs (“Display Advertising”), and Partner Referral Program (“Referral Program”) and Content Authoring Program.

3.1 Offer Promotion.

A content offer promotion (“Offer Promotion”) is an online promotion put in place by the Publisher, and/or its agent to drive traffic to NetLine’s web sites including but not limited to TradePub.com (“NetLine Web Sites”) for purposes of a driving a qualified web user towards registering to receive the free promotional content ("Promotional Content"). A user that completes the registration to receive content with accurate registration information, matches the demographic and company profile as required by the offer, and the registration information is not for You, Your employee or consultant, will be deemed a qualified subscription lead (“Qualified Lead”). Such promotions may be done via a number of publisher outreach methods including, but not limited to; "Web site(s)" (internet domain, or a portion of a domain), blogs, email lists, RSS feed (Really Simple Syndication), Registration Pages, and/or other promotional methods as described on the Partner Portal or other method approved by NetLine. Under no circumstances can you physically alter the messaging, branding, and/or graphics provided by NetLine to support your promotional efforts. All such materials have been expressly provided and approved by our Clients. Altering Client materials will result in immediate termination of your RevResponse account.

3.1.1 Promotional Content.

The majority of Promotional Content being promoted by the RevResponse Publisher is not owned or created by NetLine. This Promotional Content is the sole responsibility of the entity that makes it available for promoting. We may review Promotional Content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law but do not guarantee that it does. It is the responsibility of the RevResponse Publisher to review any Promotional Content that it promotes to ensure that it does not violate any of Your own policies.

3.1.2 Promotional Tools and Materials.

NetLine will make available to you via the Partner Portal (i) graphics, text links, widgets, and other promotional tools (“Promotion Materials”) which will establish a direct hyperlink connection from the RevResponse Publisher Content Promotion to a sub domain of NetLine’s TradePub.com Site (each of which is referred to herein as a " Link"). For all Promotional Materials, You agree not to remove or obscure any proprietary rights legends (such as copyright notices, among others) or license terms and conditions included with any NetLine’s TradePub.com Promotional Content provided in connection with this Agreement. Subject to the terms and conditions hereof, in your discretion, you shall promote during the duration of this Agreement some or all of the Promotional Materials.

3.1.3 Payout.

NetLine will pay RevResponse Publisher a Revenue Share for each Qualified Lead that is collected on a RevResponse Publisher Site. Qualified Subscriptions/Leads will be reported to RevResponse Publisher on a daily basis. All RevResponse Publishers are paid a guaranteed $1.50 per Qualified Subscription/Lead generated.

3.1.4 Tracking of Subscriptions/Leads.

NetLine shall accurately track all Qualified Subscribers/Leads made by Linked Users that are accepted by Advertisers and the commissions and fees related thereto and will maintain complete and accurate records with respect to such information. RevResponse Publishers will have 24/7 access to online reports detailing all lead generation activity and conversions.

3.1.5 Agreements Regarding Links.

You agree that you will cooperate fully with NetLine in order to establish and maintain the Links. You also agree to display on the RevResponse Publisher Site only those NetLine’s TradePub.com-branded images or NetLine’s TradePub.com Content (indicating a Link) which are provided, or approved in writing, by NetLine, and will substitute such images with any new images provided by NetLine’s TradePub.com from time to time throughout the Term of this Agreement. You shall display such images prominently in relevant sections of Your promotions.

3.2 Display Campaign Promotion.
3.2.1 Payout.

NetLine will pay RevResponse Publisher on a CPM or CPC basis depending on the requirements of the campaign. Specific payout amounts will be based on the details of the campaigns that You agree to promote and will be confirmed and communicated to you via your dedicated Account Manager and as reported in the RevResponse Partner Portal.

3.2.2 Tracking of Impressions and Clicks.

NetLine will provide You with campaign specifications, rules, and regulations to be followed and adhered to at all times. NetLine may at its sole and absolute discretion, amend, modify, or change the specifications, rules, and regulations. Specifications may change to allow for network enhancements, including, but not limited to, code changes, delivery improvements, and optimization of displays, tracking, and reporting of Ads. You shall not alter the code, link, script, programming, pixel, Ad, content, and/or data provided to You by NetLine without the prior express written consent of NetLine.

3.2.3 Agreements Regarding Links.

Approved Publishers shall be permitted to participate in the Program and receive served Ads from NetLine for publication on Publisher’s Website(s) and/or Property(ies). NetLine will specify the amount and terms under which You will earn payment. Payment terms will be defined on a campaign by campaign basis and will directly linked to a specified transaction (Click or Impression) as defined by NetLine. If You accept Ads to run on your Website(s), You agree to adhere to any specific policies, procedures, and specifications associated with those Ads, and operate at all times in accordance with the Agreement. NetLine may, at its sole discretion, change the Ads or the terms of a campaign at any time, without prior notice to You, unless otherwise specified. Similarly, You may cease participation in the Program at any time, unless otherwise specified in this Agreement or other terms associated with the campaign. NetLine is responsible for displaying and administrating the Program and tracking associated bounties and actions. Program data compiled by NetLine including, but not limited to, numbers and calculations regarding actions and associated bounties will be calculated by NetLine through the use of tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing seven (7) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You.

NetLine actively monitors traffic, actions, and other Program-related activities for potential fraud. If NetLine suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately pending further investigation. If You add actions, or inflate actions, through the use of fraudulent means of traffic generation, as determined solely by NetLine, You will forfeit all of the earnings related to that Program, and Your Publisher account will be terminated effective immediately. NetLine reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the OBLIGATION of Publisher to prove to NetLine that it has NOT engaged in fraud. NetLine will hold Your earnings in ‘Pending Status‘ until You have satisfactorily provided evidence that demonstrates to NetLine that You have not engaged in fraud. If You are unable to provide NetLine with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your earnings being placed in “Pending Status,” then NetLine reserves the right to terminate Your Publisher account and cancel payment on the applicable Bounties, at its sole discretion and without any further obligations to You.

3.3 Referral Program.

The RevResponse Referral Program is available to all partners within our system. Partners can promote the RevResponse program in any way they choose and will be paid for every new partner that is accepted into the program through their referral code.

3.3.1 Payout.

Publishers can refer other publishers to NetLine's RevResponse Program and earn 20% of the referred Publishers earnings, for the first 6 months of their account status, for any referred Publisher accepted into the program.

3.3.2 Tracking of Referrals.

To permit accurate tracking, reporting, and commission fee accrual, NetLine will provide Publishers with special "tagged" link formats to be used in all links between the Publisher’s Website and NetLine's RevResponse Program application page.

  • It is the Publishers responsibility to ensure that the "tagged" referral links are integrated properly on their websites.
  • Publishers may promote the program on their websites, as long as the website meets our program policies listed in this agreement.
  • To protect the integrity of the reputation of NetLine brand name, Publishers may not promote the "tagged" referral links via certain forms of indiscriminate advertising, commonly referred to as "spamming."
  • Publishers may not promote the "tagged" links via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.
  • Publishers may not refer other websites that they own in full or in part. However, once a Publisher is accepted to NetLine, the Publisher may use the NetLine code on their other sites as long as they meet the other requirements outlined in this document.
  • In all promotions, Publishers must clearly represent themselves as entities independent from NetLine and NetLine's RevResponse Program.

NetLine reserves the right at its sole discretion to modify the foregoing rules at any time and to take action against any person or entity that does not conform to these rules.

3.4 Content Contributor Program

The NetLine Contributor Program allows bloggers, website owners, and industry experts to share their knowledge and passion with millions of professionals worldwide already engaging with the BlogNotions portfolio of newsletters and industry sites. Reach a new audience, build thought leadership, and earn revenue for your efforts.

3.4.1 Payout.

NetLine will compensate you $10 for every unique blog post that is emailed in our industry newsletters. Your Content Contributor earnings will be bundled in with your other commissions and will be paid on the 15th of the month once you reach $50 in your account (net 45 days as always).

3.4.2 Tracking of Content Inclusion.

NetLine shall accurately track report on all content inclusions made by Content Contributors. Eligible inclusions are defined as those posts/articles that successfully gain placement within one or more of the BlogNotions email newsletters.

3.4.3 Agreements Regarding Content Inclusion.

You hereby represent, warrant, and covenant to NetLine that:

  • Your submitted articles have not previously been published by any other organization (other than your own), entity, or person in any form or medium prior to your submission of such Work to NetLine.
  • You are the owner or the authorized licensee, with rights to sublicense, of all IP Rights relating to the Works submitted by You (or on Your behalf) and have full legal power and authority to enter into and perform this agreement in accordance with its terms, including the full right and power to grant to NetLine the rights granted in such Works, as described herein, without the consent of any governmental body, any regulatory authority, or any third party.
  • The Works submitted by You (or on Your behalf), and NetLine’s use thereof, do not and shall not violate or in any way infringe or otherwise contravene the rights of any person, entity, or estate, including any IP Rights, rights of privacy, or rights of publicity.
  • You shall not publish falsehoods or misrepresentations that could damage NetLine or its Related Parties.
  • Your actions in connection with this MLA will not be in violation of any applicable law, rule, or regulation.
  • The Works submitted by You (or on Your behalf) shall not (i) contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, hateful, racially or ethnically offensive, or otherwise infringing or objectionable content or material of any kind, (ii) encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or that is otherwise inappropriate, or (iii) contain any advertisements or solicitations of business.
  • You have provided and will continue to provide true, accurate, and complete information to NetLine in connection with the Works submitted by You (or on Your behalf), including Your legal name, tax identification information, address, and other reasonable requested contact information.
  • You have not knowingly opened more than one profile with NetLine through which You may receive payment from NetLine in connection with this agreement
  • The execution, delivery, and performance of this agreement does not conflict with, constitute a breach of, or in any way violate any arrangement, understanding, or agreement to which You are a party or by which You are bound.

4. PAYMENT.

NetLine will submit payment to RevResponse Publisher no later than forty-five (45) days after the monthly summary report is processed. The payment amount will be based on the total number of Qualified Subscriptions/Leads collected, minus any subscriber(s) rejected by Advertiser previously compensated for. NetLine will forward any unpaid Subscription/Lead commissions that in the aggregate exceeding fifty dollars ($50). If your Subscription/Lead commission never crosses the $50 threshold, commissions will not be realized or paid. NetLine Corporation is only responsible for paying accounts that have crossed the $50 threshold. Payment method can be selected via the RevResponse Partner Portal. Payments will not be processed until you complete account information within the RevResponse Partner Portal.

4.1 Your Content in our Services

Some of our Services allow you to submit content. You retain ownership of any intellectual property rights that you hold in that content.

When you upload or allow us to pull Content to our Services, you give NetLine (and those we work with) a worldwide license to use, host, store, reproduce, communicate, publish, publicly display and distribute such content until notification is given to NetLine cease use of such Content.

4.2 Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

You can stop using our Services at any time, although we’ll be sorry to see you go. Google may also stop providing Services to you, or add or create new limits to our Services at any time.

We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. These communications are a requirement of your participation as a RevResponse Publisher. If you wish to not receive these communications, then you may then you must terminate this agreement.

5. POLICIES AND CUSTOMER INFORMATION.

NetLine considers all users who visit NetLine’s TradePub.com Site, including, without limitation, Linked Users, to be customers of NetLine’s TradePub.com. Accordingly, all NetLine’s TradePub.com rules, policies and operating procedures concerning customer subscriptions/leads, customer service and sales will apply to those customers. NetLine’s TradePub.com may change its policies and operating procedures at any time. NetLine’s TradePub.com will use commercially reasonable efforts to present accurate information, but NetLine’s TradePub.com cannot guarantee the availability of any particular item. The parties hereto agree that NetLine’s TradePub.com shall have no obligation to share any customer information collected by NetLine’s TradePub.com, including but not limited to the name, address, e-mail address of the customer, or any titles requested. Furthermore, to the extent NetLine’s TradePub.com shares with you any customer information that is collected by or on behalf NetLine’s TradePub.com (e.g., information accessible at the NetLine’s TradePub.com Partner Portal Site), you shall maintain such information in confidence as NetLine’s TradePub.com confidential and trade secret information in accordance with Section 9 hereof.

6. PUBLICITY.

You agree that NetLine may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. If You wish to use NetLine, TradePub, BlogNotions, or RevResponse’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with NetLine’s then current Brand Feature use guidelines, and any content contained or referenced therein.

7. WARRANTIES.

7.1 Made by NetLine.

Representations and Warranties Made by NetLine to RevResponse Publisher and Limitation of Liability.

  • NetLine has the full power and authority to enter into and fulfill the terms of this Agreement and to make the grant of rights to RevResponse Publisher contained herein;
  • To the best of NetLine’s knowledge, it is the sole and exclusive owner of, or has licensed from the appropriate third party, all rights in and to the Standard Content and Software System, including but not limited to the intellectual property therein;
  • To the best of NetLine’s knowledge, no element of the Standard Content provided by NetLine’s TradePub.com violates or infringes any copyright, trademark, trade secret, or any other intellectual property right of any third party, provided, however, that the foregoing representations do not extend to any Template Content provided by RevResponse Publisher; and
  • (NETLINE REPRESENTS AND WARRANTS TO REVRESPONSE PUBLISHER THAT THE SERVICES PROVIDED BY NETLINE’S TRADEPUB.COM SHALL BE PERFORMED AS DESCRIBED HEREIN. NETLINE DOES NOT WARRANT AGAINST FAILURE OF PERFORMANCE DUE TO FAILURE OR DISRUPTION OF THE INTERNET AND/OR FAILURE OR DISRUPTION OF NETLINE’S TRADEPUB.COM'S WEB-SITE SERVER OR CONNECTIVITY, FAILURE OF COMPUTER HARDWARE OR SOFTWARE AND/OR THIRD PARTY SERVICES. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT AND IS A LIMITED WARRANTY. NETLINE EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 Made by RevResponse Publisher

Representations, Warranties and Covenants Made by RevResponse Publisher to NetLine and Limitation of Liability.

  • RevResponse Publisher has the full power and authority to enter into and fulfill the terms of this Agreement and to make the grant of rights to NetLine contained herein;
  • RevResponse Publisher, its agents or employees shall not utilize NetLine’s TradePub.com's services for:
    • illegal purposes.
    • transmitting threatening, obscene, or harassing materials.
    • interfering with or disrupting Internet users, services or equipment. Disruptions include, but are not limited to, distribution of unsolicited emails, intentional propagation of computer worms and viruses, and using the network to make unauthorized entry to any other machine accessible via network.

8. TERMINATION.

The term of this Agreement will begin upon our acceptance of your RevResponse Publisher Network application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination provided that either Party may provide written notice via e-mail.

You are only eligible to earn commissions on Qualified Subscriptions/Leads for which the subscription/lead occurred during the Term, and such payments earned through the date of termination will remain payable only if the subscription/lead is deemed qualified by the Advertiser. NetLine may withhold your final payment for a reasonable period of time, not to exceed three months, to ensure that the correct amount is paid.

Upon the effective date of termination or expiration of this Agreement, (i) each party shall return to the other party any confidential information of the other party, and shall immediately cease to use any of the other party's trademarks and Content, and (ii) the rights and obligations of each party hereunder shall terminate; provided, however, that all terms of this Agreement which by their nature extend beyond the termination of this Agreement, including, without limitation, the rights and obligations of the parties hereto under this agreement shall survive and remain in effect, and apply to respective successors and assigns.

9. CONFIDENTIAL INFORMATION / USER INFORMATION DATA COLLECTION/ AND PROPRIETARY RIGHTS.

9.1. Confidential Information Disclosure.

RevResponse Publisher and NetLine may, during the term of this Agreement, disclose certain confidential information (in the capacity of disclosing information, a Party is referred to herein as the "Disclosing Party") to the other Party (in the capacity of receiving information, a Party is referred to herein as the "Recipient"). For the purposes of this Agreement, " Confidential Information" shall mean any information of the Disclosing Party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, customer information, User information, or employee information, which is marked with a legend indicating its confidential nature or which by its nature, the Recipient reasonably should know is Confidential Information. Confidential Information does not include any information that:

  • Recipient can prove was known by it prior to the date of this Agreement and any other agreement between the Parties, without an obligation to keep it confidential;
  • Recipient can prove was lawfully obtained by it from a third party without any confidentiality obligation;
  • is or becomes part of the public domain through no act or violation of any obligation of Recipient;
  • is independently discovered or developed by Recipient without reference to the Confidential Information; or
  • is required to be disclosed by court order or operation of law; provided that the Recipient promptly notifies the Disclosing Party upon learning of any law, rule, regulation, or court order that purports to compel disclosure of any Confidential Information of the and reasonably cooperates with the Disclosing Party in the exercise of the Disclosing Party's right to protect the confidentiality of such Confidential Information, including, but not limited to, seeking to dispute the cause of such disclosure and/or to receive confidential treatment for the Confidential Information disclosed as a result of such cause.
9.2 Confidential Contract Terms/Pricing.

The terms of this Agreement, including but not limited to pricing and compensation, shall be deemed the Confidential Information of each Party.

9.3 Confidential Information Confidence.

The Parties shall keep all Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the other's prior written consent, disclose or otherwise make available, directly or indirectly, any item of Confidential Information to anyone, other than employees and agents with a need to know such information and who have agreed to protect such information as provided in this Agreement. The Parties shall use the Confidential Information only in connection with this Agreement and for no other purpose.

10. MISCELLANEOUS.

10.1 Governing Law.

This Agreement shall be governed as a contract entered into and wholly executed within the State of California. The exclusive venue for any lawsuits regarding or as a result of this Agreement shall be an appropriate California State Court or a United States District Court for or located in the State of California. The parties may agree to arbitrate any disputes that arise. NetLine and RevResponse Publisher hereby submit themselves to the jurisdiction of said courts and consent to service by certified or registered mail.

10.2 Invalidity of Provisions.

If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect insofar as the purpose of this Agreement is not destroyed by the invalidity or illegality.

10.3 Independent Contractor.

The relationship of the Parties established by this Agreement is that of independent contractors. Nothing contained in this Agreement shall be construed to give either Party the power to direct or control the day-to-day activities of the other or to constitute the Parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.

10.4 Agreement Modifications/Waiver.

The terms of this Agreement may be modified at any time and in our sole discretion, by posting a change notice or a new agreement on the RevResponse Publisher Site. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this agreement. Affiliate's continued participation in the Program following our posting of a change notice or new agreement on the RevResponse Publisher Site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.

10.5 Warranty of Authority.

Each person executing this Agreement on behalf of an entity Party expressly represents and warrants that he or she has authority to execute this Agreement on behalf of the Party and that upon execution, the Party shall be bound by each and every term hereof.

10.6 Indemnification.

NetLine and RevResponse Publisher shall each indemnify, defend and hold harmless the other Party, its directors, officers, employees and agents with respect to any claim, demand, or cause of action of or initiated by a third party and all resultant loss, debt, or liability, including reasonable attorney's fees, to the extent based upon a claim that, if true, would constitute a breach of any of the indemnifying Party's representations, warranties, or agreements hereunder. The indemnities in this Section are contingent upon: (i) the indemnified Party promptly notifying the indemnifying Party in writing of any claim which may give rise to a claim for indemnification hereunder; (ii) the indemnifying Party being allowed to control the defense and settlement of such claim; and (iii) the indemnified Party cooperating with all reasonable requests of the indemnifying Party (at the indemnifying Party's expense) in defending or settling a claim. The indemnified Party shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through a counsel of its own choosing.

10.7 Force Majeure.

Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, disruption of the Internet, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event; provided, however, that if any such force majeure event continues for thirty (30) days or more, either Party may terminate this Agreement upon ten (10) days advance written notice to the other Party.

10.8 Notices.

Any notice, request, demand, waiver, approval or other communication which is required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally or sent by facsimile (with transmission confirmed) or by certified or registered mail, return receipts required with postage prepaid, or by Federal Express overnight delivery or an equivalent overnight delivery service, addressed to the Parties at their respective addresses set forth above, or as either Party may designate in writing to the other. Such notice, request, demand, waiver, consent, approval or other communication shall be deemed to have been given as of the date so personally delivered or faxed, or on the fifth calendar day after deposit in the United States mail or on the first business day after deposit with Federal Express or an equivalent overnight delivery service.

10.9 Assignment.

This Agreement shall be binding upon and inure to the benefit of the successors and assigns of RevResponse Publisher and NetLine. Neither Party shall assign any rights nor obligations under this Agreement without the express written authorization of the other Party, except that the sale of substantially all of the assets of either, including without limitation the private or public sale of securities, or the acquisition by or merger into another company of either shall not be deemed an assignment which requires the other's consent, provided reasonable notice of any such sale, acquisition or merger shall be given.

10.10 Arbitration.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in the state of California, by an arbitrator with specific expertise in Internet and electronic communications matters and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator hereby is instructed to interpret and enforce this Agreement in accordance with its terms. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The award of the arbitrator in any arbitration proceeding shall be final and may be enforced in any court of competent jurisdiction. The Parties acknowledge that they may elect to agree (but are not in any manner obligated to agree) among themselves to use an alternative dispute resolution proceeding such as mediation or arbitration sponsored by Judicial Arbitration & Mediation Services, Inc. to resolve one or more of such disagreements.

10.11 Titles and Headings.

Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.

10.12 Severability.

The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable.

10.13 Counterparts.

This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.

10.14 Limitation of Actions.

No action or proceeding, regardless of form, arising out of this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued.

10.15 Entire Agreement

This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and any and all prior or contemporaneous agreements not expressly contained in this Agreement are superseded hereby. This Agreement may be amended only by a written instrument executed by all of the Parties to it.