This Publisher Terms and Conditions Agreement (hereinafter the "Agreement") shall govern participation in the Casale Media online advertising network (the "Network"). By participating in the Network, you are agreeing to be bound by these Terms and Conditions. The term "Publisher" shall refer to any individual or entity who accepts the Terms and Conditions of this Agreement by submitting the required information for approval ("Membership") in the Network and checking the "I Agree" checkbox. Upon approval, Casale Media will provide to the Publisher advertising HTML codes ("Ad Codes") to allow the Publisher to serve advertisements on its approved websites.
1. Relationship. These Terms and Conditions:
(a) set forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between the parties, whether written or oral, regarding the subject matter contained herein;
(b) may be changed at any time by Casale Media, however, Casale Media will provide notice via email upon such changes;
(c) may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document.
2. Publisher Obligations. As a Publisher, You agree not to:
(a) generate traffic to your website utilizing any of the following methods: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
(b) engage in any form of fraudulent traffic generating methods including: robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or any other form of fraudulent and artificial traffic;
(c) receive traffic from websites that contain materials that are deemed offensive or illegal in nature. This includes but is not limited to, websites promoting gambling, mp3, warez, EMU, ROM or pornographic materials;
(d) change or alter the Ad Codes provided by Casale Media in any way;
(e) place Ad Codes on pages of the following nature: blank pages with no content, pages that only contain advertisements. Furthermore, the Publisher agrees not to place Ad Codes on pages that are password protected;
(f) place Ad Codes on any root domain not specifically approved for membership within the Network;
(g) place Ad Codes on any webpages that launch more than one pop up or pop under window.
If Publisher Obligations as outlined above are not upheld, any such actions will lead to account termination and all funds generated from said actions will be forfeited.
3. Casale Media Network Policies. As a Publisher, You acknowledge that:
a) your account will be monitored continuously by both the Casale Media traffic department and the proprietary Fraud Track Technology built into the Casale Media online advertising network. In the event Casale Media deems a Publisher's account to be outside the acceptable bounds for traffic quality, Casale Media will terminate the account. In the event traffic quality drops below the acceptable average for only a specific website within a Publisher's account, Casale Media will request that the Publisher remove the website from their account. Failure to do so will result in termination of the Publisher's membership;
b) membership in the Casale Media online advertising network is subject to prior approval by Casale Media. Casale Media reserves the right to refuse service to any new or existing Publisher, at its sole discretion, with or without cause. Approval of membership in the Casale Media online advertising network is limited only to the specific root domain for which the Publisher has applied for approval.
c) 728x90 banner, and 120x600 and 160x600 tower creative must be placed above the fold on an 800x600 pixel screen (within 500 pixels of the top of the webpage) so they are viewable without scrolling; 300x250 and 336x280 rectangles must be placed above the fold on an 800x600 pixel screen (within 500 pixels of the top of the webpage), unless the ad format is placed in-text. For clarification on what qualifies as in-text placement, please email the publisher support department before ad placement to ensure that you are in compliance with these terms and conditions.
d) Casale Media provides free default redirects or default campaigns in the event that Casale Media is unable to fill 100% of a Publisher's available inventory with paid advertising. Under no circumstances does Casale Media guarantee to fill any percentage of a website's inventory with paid advertising. In the event that a Publisher chooses not to specify a default, Casale Media will display 'house' ads and/or 'AdCouncil' Public Service Announcements (PSAs) when paid advertising is unavailable. These 'house' and 'AdCouncil' ads are not paid advertising and may also be displayed on Publishers' websites when technical difficulties require it;
e) Casale Media is the sole owner of all website, campaign, and aggregate user data collected by the Casale Media network. Advertisers have access only to website and aggregate user data that is collected as part of their campaign(s). Publishers have access only to campaign and aggregate user data that is collected through the use of their inventory.
4. Payment.
a) Casale Media shall have the sole responsibility for calculation and reporting of all statistics, including impressions, leads, sales, clicks, earnings reports, and referral earnings. Eastern Time (GMT - 05:00) shall be the time period used for all traffic calculations. Casale Media will post reports of all traffic resulting from the Publisher's Ad Codes on Casale Media's website for the Publisher to access;
b) Casale Media will pay the Publisher 70% of the advertising revenue received by Casale Media for advertising placed on the Publisher's website. Casale Media will retain 30% of the revenue for its services. Casale Media will pay the Publisher only for months in which earned revenue exceeds $25.00 for the month. Revenue which is not paid to the Publisher in any month will be credited to the account of the Publisher and paid later, when accrued revenue exceeds $25.00. If the Publisher wishes to change this $25.00 limit, the Publisher can do so on the Casale Media website. Casale Media will make payments to the Publisher within 30 days after the end of the month (Net 30). The Publisher may choose to be paid by either check or by PayPal, and if the Publisher wishes to change the payment method, the Publisher can do so from their account. The Publisher agrees to keep the payment address and contact information in their account current.
5. Termination. Casale Media reserves the right to:
a) terminate any Publisher's account that has been inactive or idle for a period longer than one month. Notice via email of one week will be provided to the Publisher in the event their account is inactive or idle;
b) terminate any Publisher's relationship with the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, the Publisher agrees to immediately remove the Casale Media Ad Codes from their website(s). The Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the Casale Media server logs, all ties to referrals will be permanently severed and the Publisher will not receive future referral commissions.
6. Intellectual Property.
a) The Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by Casale Media (other than the Publisher's own advertising content). The Publisher is granted no license to Casale Media advertising content, the name "Casale Media" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by Casale Media and made available to the Publisher in any manner.
7. Publicity.
a) Casale Media shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Casale Media and the Publisher.
8. Relationship of Parties.
a) Casale Media and the Publisher are independent contractors. Neither party is an agent or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. These Terms and Conditions shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
9. Assignment.
a) The Publisher may not assign this Agreement, in whole or in part, without written consent from Casale Media. Any attempt to assign this Agreement without such consent will be null and void.
10. Force Majeure.
a) Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
11. Servability / Waiver.
a) The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will remain in full force and effect.
12. Limitation of Liability.
a) In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services;
b) Casale Media will not be subject to any liability whatsoever for:
i. any failure to provide reference or access to all or any part of the website due to systems failures or other technological failures of Casale Media or of the Internet;
ii. delays in delivery and/or non-delivery of advertisements, including, without limitation, difficulties with a client, difficulties with a third-party server, or electronic malfunction; and
iii. errors and omissions of any kind.
13. Warranties.
a) Casale Media does not make and hereby expressly disclaims all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Casale Media, services provided thereunder, or any output or results thereof. Casale Media specifically disclaims any implied warranty of merchantability or fitness for a particular purpose.
14. Governing Law.
a) This Agreement shall be governed by and construed under the laws of the Province of Ontario, Canada without regard to conflict of laws principles. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of provincial, state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this Agreement, except as noted in this Agreement, shall be resolved in a court of competent jurisdiction in the Province of Ontario, and parties attorn to the jurisdiction of such court. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees on a full indemnification basis, incurred in obtaining or enforcing the award, to be paid by the party against whom the award or enforcement is ordered (provided that such party, on balance, has been substantially successful in pursuing its substantive claims in the proceedings).
If you are an individual, you represent and warrant that you were at least 18 years of age on the effective date of this agreement. |
