Terms and Conditions
REVRESPONSE PUBLISHER PROGRAM AGREEMENT
This Agreement (the " Agreement") contains the complete terms and conditions that apply to your participation as an RevResponse Publisher (" you," " your," yours," or " RevResponse Publisher") in the RevResponse Publisher Network of NetLine Corporation ("NetLine"), and the establishment of links from your web site(s) (the " RevResponse Publisher Site") to our web site located at the http://www.TradePub.com (the "NetLine’s TradePub.com Site"). 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. LINKS AND CONTENT.
1.1 Links.As promptly as practicable after the date hereof, NetLine will make available to you via the RevResponse partner portal (i) graphic and/or textual links, which will establish a direct hyperlink connection from the RevResponse Publisher Site to NetLine’s TradePub.com Site (each of which is referred to herein as a " Link"), and (ii) certain NetLine’s TradePub.com Content (as defined in Section 4 hereof). The Links may include, without limitation, a graphic or image of NetLine’s TradePub.com subscription offers which, when "clicked" or selected by a user of the RevResponse Publisher Site, will enable such user to access the NetLine’s TradePub.com Site to conduct searches thereon for the availability of magazine subscriptions and document downloads. Subject to the terms and conditions hereof, in your discretion, you shall display during the duration of this Agreement some or all of the Links and NetLine’s TradePub.com Content on the RevResponse Publisher Site as promptly as practicable after such Links and NetLine’s TradePub.com Content are made available by NetLine. You agree to reproduce, and 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 Content provided in connection with this Agreement.
1.2 Agreements Regarding Links.(i.)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 the RevResponse Publisher Site. NetLine will be responsible for providing link access in connection with each Link.
2. RESPONSIBILITIES OF NETLINE.
2.1 Order Fulfillment.NetLine will be solely responsible for processing each qualified subscription and/or technical document download request submitted by a Linked User (defined below), for tracking the volume of Qualified Subscriptions/Leads (defined below) generated by a Linked User, and for providing information to you regarding Qualified Subscriptions/Leads generated by your Linked Users. NetLine will be responsible for order entry, subscription processing, and related customer service for such requests of NetLine’s TradePub.com subscriptions. As used herein, " Linked User" shall mean a user of the RevResponse Publisher Site who connects directly to NetLine’s TradePub.com Site via a Link and, prior to leaving or otherwise terminating an active browsing session with NetLine’s TradePub.com Site, requests a NetLine’s TradePub.com subscription/technical document using the qualification form located on the NetLine’s TradePub.com Site. "Qualified Subscriptions/leads" shall include all subscriptions/leads submitted by Linked User that meet the Advertisers' demographic requirements at the time of request on the NetLine’s TradePub.com Site. " Qualified Subscriber" means a Subscriber that meets the qualifying requirements of the Advertiser and has been accepted for purchase by the Advertiser from NetLine.
3. APPLICATION FOR ESTABLISHING NETLINE’S TRADEPUB.COM ACCOUNT.
3.1If you have not done so already, you shall submit a complete RevResponse Publisher Application form via the RevResponse Site (the " Application"). The purposes of the Application shall be, among other things, (a) to enable you access to the RevResponse Partner Portal Site to obtain Links and Content, and (b) to establish a RevResponse Publisher account and unique source identification code to enable RevResponse to track Qualified Subscriptions/Leads made by Linked Users. The RevResponse Publisher shall be responsible to maintain the accuracy of the information it has provided on the Application by updating the information on the RevResponse Partner Portal Site. NetLine may rely upon the information about you on the RevResponse 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 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.
4. SITE RESPONSIBILITY.
4.1You will be solely responsible for the development, operation and maintenance of its site and for all materials that appear on its site. Such responsibilities include, but are not limited to: (a) ensuring the technical operation of its site and all related equipment; (b) ensuring the accuracy and appropriateness of materials posted on its site; (c) 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 (d) ensuring that materials posted on its site are not libelous or otherwise illegal.
5.1 NetLine’s TradePub.com Marks.NetLine’s TradePub.com hereby grants to RevResponse Publisher during the term of this Agreement a non-exclusive, non-transferable, worldwide license to use NetLine’s TradePub.com Marks solely in connection with the performance of this Agreement, pursuant to NetLine’s TradePub.com'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 TradePub.com Marks. All uses of the NetLine’s TradePub.com Marks in any print or other media or promotional materials require the prior written approval of NetLine’s TradePub.com. Except as provided in this Section 5, this Agreement does not grant RevResponse Publisher any right, title, interest, or license in or to any of NetLine’s TradePub.com's names, logos, trade dress, designs, or other trademarks or other Intellectual Property, and all uses of NetLine’s TradePub.com Marks will inure solely to the benefit of NetLine’s TradePub.com.
6.1 Compensation.NetLine will pay RevResponse Publisher a Revenue Share for each Qualified Subscription/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.
6.2 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.
Qualified Subscriptions/Leads must result from genuine user interest. Any method that artificially submitting completed forms is strictly prohibited. Such prohibited methods include, but are not limited to, repeated manual submissions, using robots for automated for submission/completion, third-party services that submit forms on your behalf, incentivized programs such as paid-to-click, paid-to-surf, autosurf, rewards, and click-exchange programs, or any deceptive software. As a RevResponse Publisher, you also represent and warrant 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.
If you fail 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.
6.3 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.
7. 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 10 hereof.
8.1Representations and Warranties Made by NetLine to RevResponse Publisher and Limitation of Liability. (a) 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; (b) 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; (c) 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 (d) 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.
8.2Representations, Warranties and Covenants Made by RevResponse Publisher to NetLine and Limitation of Liability. (a) 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; (b) RevResponse Publisher, its agents or employees shall not utilize NetLine’s TradePub.com's services for: (i) illegal purposes. (ii) 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.
9. TERM; TERMINATION.
9.1The 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.
9.2You 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.
9.3Upon 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 Section 4, Section 8, Section 9 and Sections 10 through 12 hereof, shall survive and remain in effect, and apply to respective successors and assigns.
10. CONFIDENTIAL INFORMATION / USER INFORMATION DATA COLLECTION/ AND PROPRIETARY RIGHTS
10.1 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: (a) 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; (b) Recipient can prove was lawfully obtained by it from a third party without any confidentiality obligation; (c) is or becomes part of the public domain through no act or violation of any obligation of Recipient; (d) is independently discovered or developed by Recipient without reference to the Confidential Information; or (e) 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.
10.2 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.
10.3 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.
Subject to Sections 5 and 10 hereof, neither party shall (i) create, publish, distribute or permit any written material which makes reference to the other party hereto without first submitting such material to the other party and receiving the prior written consent of such party, nor (ii) disclose to the public or any third party the relationship between them or the transactions contemplated by this Agreement without receiving the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.