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Terms and Conditions
THE LAUGH BUTTON AFFILIATE TERMS AND CONDITIONS The Laugh Button Affiliate Terms and Conditions, which are
hereby incorporated by reference (collectively, the "Agreement" or
"The Laugh Button T&C"), between The Laugh Button, Inc. (the
"Company"), and you (the "Affiliate") shall govern
Affiliate's participation in The Laugh Button Laugh Network. DEFINITIONS "Action" - shall have the meaning set forth in
Network's database of Currently Available Creative’s. "The Laugh Button" - means The Laugh Button,
located at "CPA" - means a campaign for which Affiliate shall
be paid on a Cost Per Action basis. "CPC" - means a campaign for which Affiliate shall
be paid on a Cost Per Unique Click basis. "CPM"- means a campaign for which Affiliate shall
be paid on a Cost Per Thousand Impressions basis. "Creative" - means any type of advertising
creative used by Affiliate to deliver Units hereunder, including, but not
limited to, buttons, banners, Video Creative’s, text-links, pop-ups, and
pop-under’s. "Currently Available Creative’s" - means
Creative’s available within the Network from which Affiliate may select and
pull particular Creative’s for placement on Affiliate's Media. "Impressions" - means the number of times a
Creative is served to, and received by, a unique visitor on Affiliate's Media
as measured by The Laugh Button In no event may more than 5% of unique visitors
for any payout calculation come from one IP Address. Impressions that are
served but are not received due to end user blocking technology or software
(e.g., pop-up blocking software) shall not count towards any payout
calculation. Notwithstanding the foregoing, a Video Creative served with any
companion banner shall count as a single impression as measured by The Laugh
Button "Media" - means Web Sites and Email Lists. "Affiliate" - means the third party Media owner or
manager joining the Network. "Revenue Share" - means a campaign for which
Affiliate shall be paid on a fixed revenue share basis, based on the revenue
generated by Affiliate as a result of delivering Creative’s on Affiliate's
Media. "Run of Network" - means The Laugh Button's Run of
Network code that automatically rotates multiple Creative’s available in the
Network on Affiliate's Web Site as determined by The Laugh Button "Unique Click" -means the number of times, as
recorded by The Laugh Button's server, a person viewing Affiliate's Media, as
identified by cookie or IP address, clicks on a Creative, provided however,
that a click on a specific Creative by a particular person shall only be
counted as a Unique Click once every 1-hour period. "Units" - means the advertising units (i.e.,
Impressions, Unique Clicks or Actions) available for delivery by Affiliate. "Video Creative" - means a - broadband video or
other rich media advertising unit as more fully described in the IAB Broadband
Ad Creative Guidelines located at
http://www.iab.net/standards/broadband/index_old.asp. "Web Site" - means an HTML document containing a
set of information available via the Internet. 1. Prohibited Content. Affiliate acknowledges that The Laugh Button does
not accept any Media that contains: indecent, obscene or pornographic material,
hate speech, highly explosive subject matter (as determined by The Laugh
Button), any illegal subject matter or activities or any other content that
does not meet The Laugh Button's Network quality standards as in effect from
time to time (collectively referred to as the "Prohibited Content").
Affiliate represents and warrants that during the term of this agreement any of
its Media on which it places Creatives shall not contain any Prohibited
Content. The Laugh Button will have the right within commercially reasonable
limits to audit the list of Creatives and content of Affiliate's Media 2. Approval; Selecting Creative’s. Participation in the Network is
subject to prior approval of The Laugh Button Approval to the Network is
limited only to the specific Media for which Affiliate has applied for approval
and is limited to the specific URLs and Email Lists identified, as applicable.
Creative’s may not be placed within any Media or on any URLs not specifically
approved for participation in the Network. Although Affiliate may apply for
more than one type of Media (i.e., Web Sites and Email Lists), each type of
Media must be submitted for specific approval to The Laugh Button. (Creative’s
may not be placed on any surf bars or any other downloadable software
applications or any advertising space created by such bars or downloadable
software applications without The Laugh Button's prior written approval. Upon approval for participation in the Network, Affiliate
shall have the option of placing The Laugh Button's Run of Network code on its
Web Site and choosing from the Currently Available Creative’s for all of
Affiliate's Media. No affiliate may place a creative on any web site or deliver
a creative to any email list other than the web site or email list for which
such creative was originally intended and accepted.. The Laugh Button reserves
the right to pay Affiliates only for Units delivered on approved Media using
The Laugh Button's Run of Network code. 3. Prohibited Activities. Except as otherwise provided in these The Laugh
Button T&C, under no circumstances may a Affiliate, without the prior,
express written consent of The Laugh Button, alter, copy, modify, take, sell,
re-use, or divulge in any manner any Creative’s or computer code provided by
The Laugh Button; provided that Affiliate may, without prior approval, change the
font type, font style, and font size of text-link advertisements offered on the
Network only for the purpose of matching the font in Affiliate's Media. The following methods of generating visitor interest in
Affiliate's Media or Creative’s are prohibited and may be grounds for immediate
termination from the Network, in addition to other remedies available to The
Laugh Button: mailing emails to persons other that those persons who have
requested to receive such emails (i.e., spamming); use of unsolicited email or
inappropriate newsgroup postings to promote Affiliate's Media or Creative’s;
auto spawning of browsers; or automatic redirecting of visitors; blind text
links; misleading links, forced clicks (a person should never be 'forced' to
click on a Creative because their browser has been hijacked, or because a
Creative has been altered so that it is impossible to close without clicking
it); or any other method that may lead to artificially high numbers of
delivered clicks. Without the prior written approval of The Laugh Button,
Affiliate may not purchase keywords from search engine service providers in
order to drive traffic to Creative’s or Landing pages, including, but not
limited to purchasing keywords that include the trademark, service mark, or brand
name of the advertising client to which the applicable Creative relates, or any
derivative of any such trademark, service mark, or brand name (Advertiser
Marks"), or purchasing online advertising inventory for purposes of
running advertisements that include Advertiser Marks on Web Sites or within
emails. Affiliate recognizes that a breach of these conditions could
result in immediate, extraordinary and irreparable damage to The Laugh Button
and its relationships with its advertising clients, and that damages may be
difficult to measure. Therefore, Affiliate agrees that should they violate the
foregoing conditions of this Section 3, The Laugh Button may, in addition to
other legal remedies, assess liquidated damages of up to $1,000.00 per
occurrence of each such violation, and that such liquidated damages are
reasonable. 4. Payment. Payment to Affiliate shall be based on either The Laugh
Button??s Run of Network Payment terms or the payment terms for Creative’s
Selected from Currently Available Creative’s, as set forth below and as
applicable. Affiliates will be paid at the account level you have more than one
account, each account is evaluated independently. To insure timely payment,
Affiliate must notify The Laugh Button affiliates@thelaughbutton.com of any
changes to its Network account information, including change of address, phone
or email address. In no event will payments be made on accounts that have not
provided proper tax identification information. No checks will be issued for
any amounts less than $25 U.S.D. All un-issued earnings will rollover to the
next pay period. The Laugh Button, reserves the right not to pay any Affiliates
who violate any of these The Laugh Button T&C. The Laugh Button will be
responsible for determining, in its sole and absolute discretion what acts and
omissions violate these The Laugh Button T&C, which acts include activity
that is deceptive or fraudulent in nature. Examples of such acts may include,
without limitation, clicks without referring URLs, extraordinary high numbers
of repeat clicks, and clicks from non-approved root URLs. The Laugh Button assumes no responsibility for paying income
taxes on behalf of Affiliates. By participating in the service, Affiliates
assume complete and sole responsibility for any taxes owed as a consequence of
participation in the service. The Laugh Button shall provide Affiliates with
appropriate tax information, including earnings on Form 1099 as required by
applicable law. Affiliates residing in the United States agree to provide their
Social Security number or Federal Employee Identification Number and any other
reasonable information to The Laugh Button for tax reporting purposes. Such
information will be used for no purpose other than for tax reporting purposes.
International Affiliates may be asked to complete appropriate forms for tax
purposes and agree to accurately complete such forms. The Laugh Button may
withhold payment from any Affiliate that does not provide accurate tax
information or complete any necessary tax or reporting forms, as determined in
The Laugh Button??s sole and absolute discretion. Payment terms: The following terms shall apply to any delivery from
Affiliate as a result of placing The Laugh Button within Affiliate's Media.
Payments will be based on monthly Affiliate Earnings and shall be made by The
Laugh Button to Affiliate within 30 days following payment being received by
advertising client. -For purposes of this Agreement, "Affiliate
Revenue" means the total revenue Affiliate generates by running advertising
campaigns on Affiliate's inventory are calculated at the campaign level at the
sole and absolute discretion of The Laugh Button The Laugh Button evaluates
each advertising campaign run on Affiliate's inventory and makes relative
earnings calculations based upon a number of factors including the type of
campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign,
technology costs, and other factors relating to the campaign, the performance
of Affiliate's site(s) and the Network as a whole. Affiliate understands that
such percentage calculation may vary from hour to hour, day to day, and month
to month, and that individual campaigns run on Affiliate's Web Site(s) may
generate different earnings splits at different times due to a number of factors,
all of which are considered by The Laugh Button at its sole and absolute
discretion. Fixed Revenue Share/CPM Payment terms: Payment for advertisements will be
made based upon either (i) the revenue share percentage payout rate, or (ii)
the CPM rate. Payments shall be made by The Laugh Button to Affiliate within 30
days following payment being received by advertising client 5. Counting. The Laugh Button shall have the sole responsibility in its
absolute and sole discretion for calculation of statistics, including, but not
limited to, Impressions, Actions and revenue generated on Affiliate's Media, as
applicable. Pacific Standard Time (PST) shall be the time period for traffic
and tracking purposes. Statistics shall be available to Affiliate online at
http://thelaughbutton.com/reporting/. Affiliate understands that The Laugh
Button's online statistics may not be 100% accurate and that The Laugh Button
may make adjustments to Affiliate's online statistics at the end of each
calendar month to account for, among other things, specific contractual
provisions (e.g., bonuses) and statistical errors. Affiliates portion of
revenue earned shall be displayed on the following site
http://thelaughbutton.com/reporting 6. Use of Data. Affiliate understands that The Laugh Button collects
non-personally identifiable data in connection with serving ads at Affiliate’s
site(s). 7. Term; Termination. These terms and conditions, as and if amended, shall apply
to Affiliate for as long as Affiliate is a member of the Network. The Laugh
Button may terminate this agreement for any reason at anytime. Affiliate may
terminate this Agreement within 30 days, for any reason whatsoever, upon
written notice to The Laugh Button. However, there will be a mandatory cure
period of seven working days following the date of termination so that the
parties have the opportunity to remedy any business, creative or performance
issues. Notice may be provided via e-mail or any other public means and will be
effective immediately. Upon receipt of such termination notice, any licenses
granted by The Laugh Button hereunder shall immediately terminate and Affiliate
must remove Creative’s from its Media and cease delivery of any and all
Creative’s. In the case of termination, provided that Affiliate has an
outstanding account balance equal to or greater than twenty-five dollars
($25.00 U.S.D.), The Laugh Button will pay Affiliate all legitimate moneys due
during the next billing cycle as set forth in Section 4. 8. Limitation of Liability. Except as provided herein with
respect to indemnification, under no circumstances shall either party be liable
to the other for indirect, incidental, consequential, special, or exemplary
damages (even if such party has been advised of the possibility of such
damages), arising from any aspect of the relationship provided herein. In no
event shall The Laugh Button’s liability for any reason whatsoever exceed the
fees paid to affiliate by The Laugh Button under this agreement. Each party
agrees and does waive trial by jury in any action, proceeding or counterclaim
brought against the other party for any matter whatsoever arising out of or in
any way connected with this agreement. No action, suit or proceeding shall be
brought against The Laugh Button more than six months after the date of service
under this agreement. 9. Indemnification. - (a) Affiliate. Affiliate is solely responsible for any and all legal
liability arising out of or relating to (i) the content and other material set
forth on Affiliate's Media (other than through a Creative supplied by The Laugh
Button, unless such Creative’s were modified by Affiliate without the express
written consent of The Laugh Button); and (ii) any content or material to which
visitors can link through the Affiliate's Media (other than through a Creative
supplied by The Laugh Button, unless such Creative’s were modified by Affiliate
without the express written consent of The Laugh Button). Affiliate hereby
agrees to indemnify, defend and hold harmless The Laugh Button and its
officers, directors, agents, affiliates and employees from and against all
claims, actions, liabilities, losses, expenses, damages, and costs (including,
without limitation, reasonable attorneys' fees) that may at any time be
incurred by any of them by reason of any claims, suits or proceedings (a) for
libel, defamation, violation of right of privacy or publicity, breach of
contract, copyright infringement, trademark infringement or other infringement
of any third party right, fraud, false advertising, misrepresentation, product
liability or violation of any law, statute, ordinance, rule or regulation
throughout the world in connection with Affiliate's Media (except for
Creative’s supplied by The Laugh Button, unless such Creative’s were modified
by Affiliate without the express written consent of The Laugh Button); (b)
arising out of any material breach by Affiliate of any duty, representation or
warranty under this or any other agreement with The Laugh Button; or (c)
relating to a contaminated file, virus, worm, or Trojan horse originating from
Affiliate's Media (other than through a Creative supplied by The Laugh Button,
unless such Creative was modified by Affiliate without the express written
consent of The Laugh Button). (b) The Laugh Button The Laugh Button hereby agrees to indemnify, defend and
hold harmless Affiliate and its officers, directors, agents, affiliates and
employees from and against all third party claims, actions, liabilities,
losses, expenses, damages, and costs (including, without limitation, reasonable
attorneys' fees) that may at any time be incurred by any of them by reason of
any claims, suits or proceedings arising out of a material breach by The Laugh
Button of any duty, representation or warranty under this Agreement. (c) Indemnification Procedures. Any claim for indemnification
hereunder shall be subject to the following provisions: (x) the indemnifying
party shall be given written notice of the claim within 15 days of receipt of
the demand by the indemnified party; (y) the indemnifying party shall have the
right to control the defense and all negotiations relative to the settlement of
any such claim; and (z) the indemnified party shall reasonably cooperate with
the indemnifying party and its counsel. 10. Confidentiality. Affiliate acknowledges that during the performance of its
duties and obligations under this Agreement, The Laugh Button may be required
to disclose to Affiliate certain information, which The Laugh Button regards as
proprietary or confidential. As used in this Agreement, the term
"Confidential Information" shall refer to: (i) The Laugh Button's
trade secrets, business plans, strategies, methods and/or practices; (ii)
computer systems architecture and network configurations (iii) any and all
information which is governed by any now-existing or future non-disclosure
agreement between the parties hereto, (iv) any and all email addresses on The
Laugh Button's advertising clients' "Do Not Send" list(s) provided
for purposes of suppressing against Affiliate's Email List(s); (vi) any other
information relating to The Laugh Button that is not generally known to the
public, including information about The Laugh Button's personnel, products,
customers, financial information, marketing and pricing strategies, services or
future business plans; and (vii) any and all analyses, compilations, studies,
notes or other materials prepared which contain or are based on Confidential
Information received from The Laugh Button Affiliate agrees that it will not
disclose any Confidential Information to any third-party, and that it will not
use Confidential Information for any purpose not permitted under this
Agreement. The foregoing obligations shall not apply to the extent Confidential
Information: (a) must be disclosed by Affiliate to comply with any requirement
of law or order of a court or administrative body (provided that Affiliate
agrees to notify The Laugh Button of the issuance of such order and cooperate
in its efforts to convince the court or administrative body to restrict
disclosure); or (b) is known to or in the possession of Affiliate prior to the
disclosure of such Confidential Information to Affiliate hereunder, as
evidenced by the Affiliate's written records; or (c) is known or generally
available to the public through no act or omission of Affiliate or its
officers, directors, employees, agents, consultants, attorneys or independent
contractors ("Representatives") in breach of this Agreement; or (d)
is made available free of any legal restriction to Affiliate by a third party.
Affiliate shall promptly reimburse, indemnify and hold harmless The Laugh
Button and its Representatives and other persons acting on its behalf, from and
against any damage, loss or expense incurred by The Laugh Button as a result of
the breach of the confidentiality provisions in this Section 10 by Affiliate or
its Representatives. The duties and requirements under this Section 10 relating
to the rights and obligations of the parties concerning Confidential
Information disclosed during the term of the Agreement shall survive
termination of this Agreement. The parties of this Agreement acknowledge that
no effort shall be made to circumvent its terms in an attempt to gain
commissions, fees, renumerations, or considerations to the benefit of any of
the parties of this Agreement, while excluding equal or agreed to benefits to
any of the other parties. 11. Applicability. These terms and conditions, as and if amended, shall
constitute the entire and only Agreement between the parties regarding
Affiliate's participation in the Network, and shall supercede all previous
communications, representations or Agreements, whether written or oral between
the parties relating to the services provided hereunder. 12. Representations and Warranties. (b) The Laugh Button The Laugh Button will comply with at all times, all
applicable laws, rules and regulations relevant to the performance of its
obligations under this Agreement. 13. Remedy. The Laugh Button reserves the right to withhold payment and
take appropriate legal action to cover its damages against any Affiliate that
violates these terms or breaches the representations and warranties set forth
in this Agreement, or commits fraudulent activity against The Laugh Button 14. Modifications. The Laugh Button reserves the right to change any of these
The Laugh Button T&C at any time. Affiliates are responsible for complying
with any changes to The Laugh Button T&C within 10 business days from the
date of change. The Laugh Button will post notice that changes have been made to
The Laugh Button T&C on the Affiliate stats page
http://thelaughbutton.com/reporting/ 15. Warranties. Neither party makes any warranties (including the implied
warranties of merchantability, fitness for a particular purpose and
non-infringement), guaranties, representations, promises, estimates, conditions
or other inducements, express, implied, oral, written or otherwise except as
expressly set forth herein. The Laugh Button will make every effort to meet
scheduled delivery and online dates, but makes no guarantee and accepts no
liability for its failure to meet said dates.. 16. Governing Law. The relationship between The Laugh Button and Affiliate
will be governed by, and construed in accordance with, the laws of the State of
Arizona without regard to its laws or regulations relating to conflicts of
laws. Each party hereby irrevocably consents to the exclusive jurisdiction of
the courts of the State of Arizona and the federal courts situated in the State
of Arizona in connection with any action arising between the parties. 17. Severability and Waiver. If any provision of this agreement
shall be held or made invalid or unenforceable by a court decision, statute,
rule or otherwise, the remaining provisions of this agreement shall not be
affected thereby and shall continue in full force and effect. Any waiver
(express or implied) or delay by either party of any default or breach of this
agreement shall not constitute a waiver of any other or subsequent default or
breach. 18. Privacy. Affiliate shall support The Laugh Button's commitment to
protect the privacy of Internet users. In addition, Affiliate represents and
warrants that it shall, at all times during the term of this Agreement (i)
maintain a privacy statement that complies with applicable law and (ii), provide
a brief explanation within its privacy statement explaining that it allows
third parties, including The Laugh Button, to serve Creative’s within its Media
which explanation shall include a clear and conspicuous link to The Laugh
Button's privacy statement. 19. Force Majeure. Neither party will be liable for delay or default in the
performance of its obligations under this Agreement if such delay or default is
caused by conditions beyond its reasonable control, including but not limited
to, fire, flood, accident, earthquakes, telecommunications line failures,
electrical outages, network failures, acts of God, or labor disputes. To the
extent that a force majeure has continued for five (5) business days, either
party may terminate the Agreement without penalty. |
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