Terms and Conditions

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Terms and Conditions

ADTEGRITY.COM, INC. STANDARD SERVICES AGREEMENT

This services agreement (”Agreement”) between Adtegrity.com, Inc, a Delaware corporation, of 5910 Tahoe Drive SE, Grand Rapids, Michigan 49546 (”Adtegrity.com”) and Publisher is based on the date the application is submitted to Adtegrity.com.

Statement of Facts

Adtegrity.com and Publisher have agreed to collaborate in an effort to generate advertising revenue from Publisher web site(s) listed above under Website URL(s). The parties have agreed to execute this Agreement to provide the terms and conditions under which they will proceed with this collaboration.

Agreement

In consideration of the facts stated above and the mutual covenants contained in this Agreement, Adtegrity.com and the Publisher agree as follows:

  1. Adtegrity.com Services

    2. During the term of this Agreement, Adtegrity.com shall provide the following services to the Publisher:

    1. Subject to the prior approval of the Publisher, Adtegrity.com shall enter into an agreement (the “Advertising Agreement”) with one or more web advertising networks or advertisers to serve as the purchaser of banner advertisements placed on any approved Publisher web site.
    2. Adtegrity.com shall coordinate the payment of all advertising revenue (as set forth below) to the appropriate party. Adtegrity.com shall submit a monthly report, which specifies the total traffic to the Publisher web site(s) along with the gross advertising revenue produced and the net amount due to the Publisher. The Publisher shall have the right to audit the monthly report, at its expense, for a period of thirty (30) days from the date of such report.
  2. Publisher Covenant

    3. Publisher agrees to abide by all terms and conditions supplied by Adtegrity.com including written instructions, emails, or other communications intended to define appropriate and acceptable use of Adtegrity.com services.

  3. Allocation of Advertising Revenue

    4. Pursuant to the Advertising Agreement(s), advertising revenue will be generated from the Publisher web site(s). The gross advertising revenue, including any and all forms of compensation for advertising derived from the Publisher website(s), minus a commission, shall be made payable to the Publisher, by Adtegrity.com approximately 60 days after the last day of each calendar month so long as the amount payable is equal to or exceeds $10.00 USD. Once payable amount is equal to or exceeds $10.00 USD then Adtegrity.com shall make payment at the next regularly scheduled payment cycle.. Adtegrity.com reserves the right to charge back or adjust the amount due to the Publisher in the event of non-payment by any advertiser. Such charge back or adjustment shall not exceed the amount reasonably attributable to the Publisher based on revenue generated from said advertiser.

  4. Non-disclosure Agreement

    5. Publisher agrees not to disclose information regarding the terms or conditions of this agreement to any unrelated third party. Such information would include rates, terms, specific advertisers, or other special conditions offered to the Publisher by Adtegrity.com in conjunction with this Agreement.

  5. Terms and Termination

      6. Except as otherwise provided herein, the term (the “Term”) of this Agreement shall be for a period of one month, commencing on the receipt of a signed and dated contract by the Publisher. The Term shall automatically renew for successive one-month increments at the agreed upon commission rate unless either party provides the other with written notice of termination no later than 7 days prior to the date of renewal.

    1. Notwithstanding anything to the contrary contained herein, Adtegrity.com may terminate this Agreement at any time during the Term immediately upon written notice to the Publisher in the event that:
      1. Publisher makes (or is discovered to have made) any false representations, reports, or claims to Adtegrity.com or any third party in connection with this Agreement, the services of Adtegrity.com, or Adtegrity.com as a whole;
      2. Publisher engages in fraudulent, criminal or negligent conduct or violates any laws in connection with the business relationship of the parties or the performance of its services hereunder;
      3. Publisher becomes insolvent or involved in any liquidation or termination of business, adjudication as bankrupt, assignment or the benefit of creditors, invoking of the provisions of any law for the benefit of debtors, or the subject of a filing against it under any similar laws; or
      4. Publisher breaches any provision of this Agreement.
    2. Notwithstanding anything to the contrary contained herein, the Publisher may terminate this Agreement at any time during the Term immediately upon written notice to Adtegrity.com in the event that:
      1. Adtegrity.com makes (or is discovered to have made) any false representations, reports, or claims to the Publisher or any third party in connection with this Agreement, the services of the Publisher, or the Publisher as a whole;
      2. Adtegrity.com engages in fraudulent, criminal or negligent conduct or violates any laws in connection with the business relationship of the parties or the performance of its services hereunder;
      3. Adtegrity.com becomes insolvent or involved in any liquidation or termination of business, adjudication as bankrupt, assignment or the benefit of creditors, invoking of the provisions of any law for the benefit of debtors, or the subject of a filing against it under any similar laws; or
      4. Adtegrity.com breaches any provision of this Agreement.
    3. Notwithstanding anything to the contrary contained herein, Adtegrity.com may terminate this Agreement at any time during the term immediately upon written notice to the Publisher in the event that any Publisher web site(s) contains material deemed inappropriate by Adtegrity.com, in its sole discretion. In the event of termination for inappropriate material, Adtegrity.com may, in its sole discretion, elect to withhold and/or void any payments due to the Publisher under this agreement. For purposes of this agreement, inappropriate material includes, but is not limited to the following:
      1. Adult content including: adult photos, adult language, suggestive or provocative photos, sites with decidely adult themes or content or links to adult content.
      2. Placment of Adtegrity.com advertising code in any spyware or adware under any circumstances.
      3. Placement of Adtegrity.com advertising code on any URL or location (email, desktop software etc…) that has not been approved in writing (email or otherwise) by a staff member of Adtegrity.com.
      4. Warez sites, torrent sites, sites that traffic or link to unlicensed content of any kind.
      5. Topics of a questionable or illegal nature (hacking, phreaking, terrorist activities, etc) or links to such content.
      6. Violent content, hate material or controversial topics or links to such content
      7. Sites that have been copied from existing sites; this includes content and/or design.
  6. Relationship Between the Parties
    1. Publisher is an independent contractor under the terms of this Agreement. Publisher is not an agent, partner or employee of Adtegrity.com and its employees are not entitled to the benefits provided by Adtegrity.com to its employees. Nothing in this Agreement shall be construed to hold Adtegrity.com responsible for any worker’s compensation, FICA, withholding tax, unemployment compensation, or any other payment for which the Publisher must provide or answer on behalf of its employees.
    2. Adtegrity.com and Publisher agree that Adtegrity.com holds all title and rights over the Adtegrity.com services and that no title or rights shall pass to the Publisher hereunder. Adtegrity.com and Publisher agree that the Publisher holds all title and rights over the Publisher’s website(s) and the designs posted on such website(s) and that no title or rights shall pass to Adtegrity.com hereunder.

      3. c. Neither party may use, assign or display the trademarks, trade names or logos (the “Authorized Marks”) in which the other party has rights for any purpose without the prior written approval of the other party. Each party acknowledges that the Authorized Marks of the other party are and shall at all times remain the property exclusively of the other party. However, Adtegrity.com does have rights during the duration of this contract, to use the website URL(s) for the Publisher on the Adtegrity.com website or in printed materials to promote their network and sell advertising.

  7. Liability
    1. Except as specifically provided in this Agreement, neither Adtegrity.com nor the Publisher shall be liable to the other for any indirect, special, punitive or consequential damages arising under this Agreement or from any breach or partial breach of the provisions of this Agreement or arising out of any act or omission of either party hereto, its directors, officers, employees, servants, contractors and/or agents.
    2. Subject to the limitation on indirect, special, punitive or consequential damages in Section 6.a., each party assumes, releases and agrees to indemnify, defend, protect and save the other (including its directors, officers, agents, representatives and employees) harmless from and against any claim, damage, loss, liability, injury, cost and expense (including reasonable attorney’s fees and expenses) in connection with any loss or damage of the indemnified party arising out of or resulting in any way from the acts or omissions to act, negligence or willful misconduct of the indemnifying party, its directors, officers, employees, servants, contractors and/or agents in connection with the exercise of its rights and obligations under the terms of this Agreement.
  8. Confidentiality

    9. Each party acknowledges that the other party may be disclosing certain confidential and proprietary information in connection with the services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes (the “Confidential Information”). Each party agrees not to use the Confidential Information for their own purposes or benefit or to provide access to the Confidential Information to any third party during the term of this agreement or for a period of five (5) years from the date of termination of this Agreement.

  9. Assignment

    10. This Agreement shall not be assigned by either party without the prior written consent of the other party.

  10. Successors and Assigns

    11. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by the successors and assigns of the parties to this Agreement.

  11. Entire Agreement

    12. This Agreement, and any agreement to which it refers, contains all of the terms of the agreement between the parties with respect to this subject matter and may be amended only by a signed, written agreement by all of the parties to this Agreement.

  12. Severability

    13. The unenforceability of any provision of this Agreement shall not affect the enforceability of the remaining provisions of this Agreement.

  13. Governing Law

    14. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan.

    Publisher and Adtegrity.com hereby confirm their mutual agreement to the terms listed in this Service Agreement as of the date of the submission of the publisher application and the written approval and commission offer from Adtegrity.com.