Pheedo Advertising Program Terms and Conditions
Introduction. This Agreement between You and Pheedo, Inc. ("Pheedo") consists of these Advertising Standard Terms and Conditions ("Terms and Conditions") and the Pheedo Advertising Program (the "Program") Frequently Asked Questions ("FAQs"). "You" or "Advertiser" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. If You are an agency, You also represent and warrant that (1) the advertiser on whose behalf You are acting has authorized You to enter into this Agreement and to assume the obligations under this Agreement on such advertiser's behalf and to represent such advertiser within the scope of this Agreement and the Program, and (2) such advertiser agrees to be bound by the terms of this agreement, including but not limited to paying Pheedo for advertisements delivered pursuant to this Agreement. Please read very carefully these Terms and Conditions and the Program FAQs.
Uses. You agree that your ads may be placed on (i) any syndicated content feed, Web site, application or other property owned or operated by a third party (a "Partner") upon which advertisements are displayed pursuant to a contractual agreement ("Partner Property"). Pheedo and/or any Partner may review, reject or remove any ad for any reason. In addition, ads may be modified to comply with policies related to any Pheedo Property or Partner Property, and (if applicable) where You have authorized Pheedo to optimize campaign performance generally through the use of Pheedo's ad optimization services.
Partner Properties. Even if your ad(s) are placed on Partner Property(ies), You agree to direct to Pheedo, and not to any Partner, any communication regarding your ad(s) on any Partner Property. In addition, the display of your ads on Partner Property(ies) will provide Partner(s) with access to the content of your ads, including the URL(s), and any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks on directory categories.
Pheedo FAQs. You acknowledge and agree that in order for Pheedo to (among other things) maintain the integrity and dynamic nature of the Program, your participation in the Program is subject to the FAQs, which are incorporated into these Terms and Conditions by reference and may be modified by Pheedo at any time to reflect changes in how Pheedo makes the Program generally commercially available.
Your Web Site(s). You are solely responsible for the content of your ads, including URL links. Pheedo is not responsible for anything related to your Web site(s).
Terms of Payment. You agree to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. You authorize Pheedo to bill any and all amounts due under this agreement to your credit card. Amounts paid after such date shall bear interest at the rate of one percent (15%) per month (or the highest rate permitted by law, if less); except the amounts that are subject to a good faith dispute by you shall be exempt from interest for a period of thirty (30) days from the date of invoice. If you fail to make payment when due, including without limitation this Section 5. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Pheedo in collecting such amounts.
If You dispute any charge made under the Program, You must notify Pheedo in writing within sixty (60) days of any such charge; failure to so notify Pheedo shall result in the waiver by You of any claim relating to any such disputed charge. Charges shall be calculated solely based on invoicing records maintained by Pheedo for purposes of billing. No other measurements or statistics of any kind shall be accepted by Pheedo or have any effect under this Agreement.
Prohibited Uses. Pheedo strictly prohibits using any Pheedo Property, any Partner Property, or any third-party technology: (i) to generate fraudulent impressions of or fraudulent clicks on Advertiser's ad(s) or third-party ad(s), including but not limited to using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) to advertise substances, services, products or materials that are illegal in any state or country where your ad is displayed; (iii) in any way that violates any policy posted on any Pheedo Property, as revised from time to time; or (iv) to engage in any other illegal or fraudulent business practice under the laws of any state or country where your ad is displayed. Violation of these policies may result in immediate termination of this Agreement without notice, and may subject you to state and federal penalties and other legal consequences.
Termination; Cancellation. Unless otherwise agreed to in writing by the parties, You may cancel or delete any ad and/or terminate this Agreement with or without cause at any time by delivering written notice to Pheedo at the address listed in section 13 of this agreement. Pheedo may at any time terminate the Program, terminate this Agreement, or cancel any ad(s). Except as set forth in Section 6 above or unless Pheedo has previously canceled or terminated your use of the Program (in which case subsequent notice by Pheedo shall not be required), Pheedo will notify You via email of any such termination or cancellation, which shall be effective immediately. Upon cancellation of any ad or termination or expiration of this Agreement for any reason, (i) You shall remain liable for any amount due for clicks already delivered and for clicks on any ad(s) through the date such cancellation or termination takes effect, and (ii) Sections 2 and 5 through 15 shall survive expiration or termination.
No Guarantee. Pheedo makes no guarantee regarding the levels of impressions, clicks or conversions for any ad or group of ads or the timing of delivery of any impressions, clicks or conversions for any ad displayed on any Pheedo Property or any Partner Property.
No Warranty. PHEEDO MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
Limitation of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PHEEDO'S AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO PHEEDO BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Pheedo to enroll in the Program is correct and current; (b) You hold all rights to permit Pheedo and any Partner(s) to use, reproduce, display, transmit and distribute Your ad(s) and all contents therein ("Use"); and (c) the following items will not violate (or encourage conduct that would violate) any applicable laws, regulations or third party rights in any state or country in which your ad is displayed: any Use by Pheedo or any Partner(s), any Web site(s) linked to from your ad(s), any images displayed in your ads, and products or services offered on such Web site(s).
Your Obligation to Indemnify. You agree to indemnify, defend and hold Pheedo, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Program, your Web site, and/or your breach of any term of this Agreement. You acknowledge and agree that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.
Miscellaneous.
You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Pheedo in collecting unpaid amounts under this Agreement.
This Agreement shall be governed by the laws of California, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Francisco County, California.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any non-Pheedo purchase order, invoice or other document relating to the subject matter hereof and any additional terms contained therein shall be null and void.
Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder.
Any modifications to this Agreement must be made in a writing approved by the Pheedo Legal Department and executed by both parties. Unless otherwise expressly set forth herein, any notices shall be sent to (a) in the case of Pheedo: c/o Pheedo Inc., Attn: Pheedo Advertising Program, 3601 San Pablo Ave., Second Floor, Emeryville, CA 94608, with a copy to the Pheedo Legal Department; and (b) in the case of Advertiser, to the address then on record with Pheedo for your account. Notice shall be given via (x) confirmed facsimile, with a copy sent via first class or air mail; or (y) overnight courier, and such notice shall be deemed given upon receipt.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default.
If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Pheedo.
The relationship(s) between Pheedo and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors.
This Agreement shall be construed as if both parties jointly wrote it.
© 2010 Pheedo, Inc. All rights reserved. Privacy Policy | Terms of Service.