Survey Junkie Affiliate Signup

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TERMS AND CONDITIONS print

The following terms and conditions (these “Terms and Conditions”) shall apply to any Campaign as defined below initiated by the Publisher and DISQO through the platform from which these Terms and Conditions are provided by DISQO on such platform and any insertion order (an “IO”) entered between the Parties. These Terms and Conditions together with the IO, as applicable, constitute a legal agreement (the “Agreement”) between DISQO, Inc. ("DISQO") and Publisher. Publisher and DISQO may also be individually referred to herein as a "Party" and collectively as "Parties." To the extent there is no IO, the Parties shall agree to any additional commercial terms via such platform or otherwise in writing, which these Terms and Conditions shall govern.

1. Service. Publisher will perform lead generation services as described in these Terms and Conditions and the IO to promote DISQO’s goods and services (“Campaign(s)”). Publisher agrees to download and disseminate to consumers in commercial advertising various advertisements, including any copy containing questions and/or text ads, graphics, sound, video, programming code and/or other content that comprises the advertisement, as well as the websites to which an advertisement is linked, if applicable. By engaging in Campaigns, Publisher agrees to these Terms and Conditions for the specific Campaigns in which Publisher engages. In the event of a conflict between these Terms and Conditions and those of the attached IO, these Terms and Conditions shall govern unless the IO expressly states that its terms are intended to override these Terms and Conditions, but only with respect to that specific provision.

2. Qualified Leads. “Qualified Leads” are prospects who meet DISQO’s screening criteria and who provide their complete contact data as described herein. DISQO shall verify each potential Qualified Lead delivered by the Publisher. Upon receipt, DISQO shall validate the Qualified Leads and uniqueness of data (for example, that that the potential Qualified Leads are not already present in DISQO’s database for the designated Creative (as defined in Section 3 below) in the past 60 days). DISQO reserves the right to send an auto-responder to all respondents re-confirming their request for information, before such respondents are considered Qualified Leads for the purpose of payments under this Agreement. Publisher shall not receive payment for any prospects provided by Publisher that do not constitute Qualified Leads. DISQO’s determination of whether a lead constitutes a Qualified Lead is final and conclusive, and at DISQO’s sole and exclusive discretion.

3. Creative. DISQO shall provide Publisher with text ads, graphic ads, video ads, the from and subject lines, and any copy associated with the Campaign (collectively, “Creative”). Publisher shall not edit, alter, or make any changes to DISQO’s Creative, without prior written approval from DISQO, which may be withheld in DISQO’s sole and exclusive discretion. If Publisher is authorized to create or design any Creative, Publisher shall first receive DISQO’s prior written approval, which may be withheld in DISQO’s sole and exclusive discretion, before disseminating any such Creative. Any changes to Creative, without DISQO’s prior written permission, shall result in the loss of Payment (as defined in Section 7 (Payment) below) and may result in immediate termination of the Agreement, in DISQO’s sole and exclusive discretion. DISQO may, in its sole and absolute discretion, terminate or change any Campaign, and change or remove any Creative for any or no reason, with notice to Publisher. Publisher shall discontinue use and dissemination of all Creative within two (2) business days of DISQO’s request.

4. Proprietary Rights. DISQO hereby grants to Publisher a limited, non-exclusive, royalty-free right and license to use, reproduce, distribute, publicly perform, publicly display and digitally perform the Creative, solely for the purposes of fulfilling Publisher’s obligations under this Agreement. Publisher agrees that DISQO owns all rights, title, and interest to the Campaigns, links and user and consumer data collected and derived through Publisher’s activities pursuant to this Agreement, as well as the software, applications, data, methods of doing business or any elements thereof, any content provided or submitted to Publisher by DISQO, DISQO’s name, logos, trademarks, service marks, trade dress, logos, graphics, artwork, text, proprietary technology and any data, reports, information or analyses arising out of such use (collectively, “Proprietary Information”). Proprietary Information shall constitute DISQO’s Confidential Information, as defined in Section 14 (Confidentiality) below, and is or may be protected by copyright, trademark, trade secret, trade dress and other intellectual property laws. Publisher agrees that it shall use the Proprietary Information solely to fulfill its obligations under this Agreement.

5. Fraudulent Events, Compliance. DISQO reserves the right, but does not undertake the obligation, to monitor Publisher or any Sub-Publisher’s activity using a combination of DISQO’s proprietary software and third-party monitoring services. DISQO reserves the right to withhold Payments, suspend Publisher or any individual Sub-Publisher or traffic source, and investigate Publisher or any individual Sub-Publisher for fraudulent events and prohibited and illegal activities (collectively “Fraudulent Events”) at DISQO’s sole and exclusive discretion, until Publisher has provided evidence to DISQO’s satisfaction that Publisher or Sub-Publisher has not engaged in Fraudulent Events. Fraudulent Events include but are not limited to the following: click-through rates that are much higher than industry averages or DISQO’s averages and where solid justification is not evident; generation of multiple leads from the same IP address or block of IP addresses; conversion rates significantly higher than DISQO’s average conversion rates; placement of DISQO’s links on incentivized websites or using surveys without DISQO’s prior written consent; click programs generating clicks with no indication by site traffic that it can sustain the clicks reported; fraudulent leads as determined by DISQO; generation of multiple leads using proxy servers; causing any referring URL to be suppressed or blank; paying consumers to complete leads; generation of traffic in a manner other than as set forth in the applicable IO; use of any spawning process pop-ups or exit pop-ups; manually creating fraudulent leads; using fake redirects, automated software, or fraud to generate clicks or leads; spoofing, redirecting, or using third parties to relay traffic from other websites to generate leads; or acting in any way to generate fake leads. DISQO reserves the right to immediately suspend (either temporarily or permanently) any particular activity or traffic source of Publisher or any Sub-Publisher should DISQO suspect such source of generating Fraudulent Events, in DISQO’s sole and exclusive discretion. If Publisher is unable to prove to DISQO that Publisher or any of its Sub-Publishers is not generating Fraudulent Events, Publisher shall forfeit any Payment attributed to the Fraudulent Event, and DISQO reserves the right to terminate Publisher’s account or terminate this Agreement in DISQO’s sole and exclusive discretion. DISQO reserves sole judgment in determining fraud.

6. Term and Target Launch. Unless stated otherwise in the IO, the term of the IO shall be one (1) month from the target launch of the initial Campaign as noted in the IO, if applicable, or if there is no IO in place, the Agreement shall continue until terminated by either Party for any reason whatsoever upon three (3) business days’ advanced written notice to the other Party. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. If there is an IO, the IO shall terminate automatically upon Publisher’s completion of services or the end of the Campaign under such IO. DISQO may terminate this Agreement immediately with or without notice from DISQO to Publisher if Publisher breaches any of its obligations under this Agreement, has engaged in a Fraudulent Event, or for any other reason as determined by DISQO in its sole and exclusive discretion. Termination notice may be provided by any method set forth under Section 24 (Notice) of these Terms and Conditions and shall be effective forty-eight (48) hours following receipt of such notice, except in the case of termination due to Fraudulent Event or breach of the Agreement, in which case termination may be immediate. Upon termination of this Agreement, any and all licenses granted hereunder shall be revoked; Publisher shall immediately remove and discontinue the use of all Creative; Publisher shall return to DISQO any and all Creative and DISQO’s Proprietary Information and Confidential Information; and Publisher shall cease conducting Campaigns under this Agreement. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

7. Payment. Publisher shall be paid on a delivered per-Qualified Lead basis defined as when a consumer agrees through a pre-approved opt-in method to be contacted. DISQO shall pay Publisher all amounts due to Publisher (“Payment”) on terms set forth in the IO. DISQO shall use reporting software of its choosing to compile, calculate and electronically deliver data required to determine the amount of each Payment. DISQO’s calculations shall be final and conclusive for determining the amount of each Payment. In the case of any dispute between the parties as to the number of Qualified Leads, DISQO’s calculation and data shall be final and conclusive. DISQO shall make all Payments to Publisher within thirty (30) days of the date of receipt of the invoice. Notwithstanding anything else in this Agreement to the contrary, DISQO shall not be responsible for paying Publisher for any Qualified Leads that are provided before a Campaign is initiated or after a Campaign terminates. If Publisher breaches this Agreement, Publisher shall forfeit any and all Payments. Payments made to Publisher do not include, and Publisher shall pay, any sales, use or similar tax associated with such Payment.

8. Sub-Publishers. Publisher represents and warrants that it shall not use Sub-Publishers (as defined below) without DISQO’s prior written consent, which may be withheld in DISQO’s sole and exclusive discretion. If Publisher is permitted to use Sub-Publishers, then the following rules apply. A. If a Publisher also maintains its own network of publishers (“Sub-Publishers”), it is not authorized to distribute Campaigns or Creative to such Sub-Publishers unless DISQO gives Publisher prior express permission in an applicable IO. If a Publisher or Sub-Publisher fails to adhere to the requirements set forth herein, in addition to all other remedies available to DISQO, this Agreement may be terminated by DISQO immediately with or without notice and Publisher shall indemnify and defend DISQO for any resulting third party claims against DISQO as a result of a violation of this provision. B. Publisher shall contractually and in writing bind, to all terms of this Agreement, all of its Sub-Publishers who perform services under this Agreement. Publisher agrees that for the purposes of this Agreement, the acts and omissions of its Sub-Publishers shall be deemed Publisher’s acts and omissions regardless of whether such Sub-Publishers were bound to this Agreement or any other agreement. Publisher is responsible for breach of this Agreement by any Sub-Publisher regardless of whether Sub-Publishers execute this Agreement or any other agreement. C. Publisher shall periodically audit Sub-Publishers to ensure Sub-Publishers are in compliance with the contractual requirements imposed on Sub-Publisher by Publisher as set forth in this Agreement and provide the results of such audit to DISQO as requested by DISQO in writing. D. If Publisher or Sub-Publisher becomes involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, Publisher will immediately provide written notice to DISQO of such action, investigation, complaint or other proceeding, in which event DISQO may terminate this Agreement immediately with or without notice to Publisher.

9. Audit Rights. Publisher shall keep, maintain and preserve, for the term of this Agreement and for one (1) year thereafter, complete and accurate records relating to amounts due hereunder (the “Relevant Records”). DISQO shall have the right at least once per calendar year to audit the Relevant Records of Publisher for the purpose of verifying fulfillment of the Parties’ respective payment obligations pursuant to this Agreement. Each audit will be conducted at a place agreed to by the Parties, during normal business hours, with at least ten (10) business days’ prior written notice.

10. DISQO Representations and Warranties. DISQO represents and warrants that it has full right and authority to enter into this Agreement and no further corporate action is necessary on the part of DISQO to consummate the transactions contemplated by this Agreement.

11. Publisher Representations and Warranties: Publisher represents and warrants that: Publisher has full right and authority to enter into this Agreement; Publisher shall fulfill the obligations under this Agreement in compliance with all applicable laws, rules and regulations, including without limitation the Telemarketing Sales Rules, Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act of 2003 and all state anti-spam laws including California Business & Professions Code Section 17529.5, California Civil Code Section 1798.83, Federal Trade Commission Act, the California Online Privacy Protection Act, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act, and any and all other international, foreign, federal, state, and local consumer and data protection laws, rules, regulations, and standards, as applicable; Publisher has disclosed to DISQO, prior to executing this Agreement, the existence of any past international, foreign, federal, state or local decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by the Federal Trade Commission, any other international, foreign, federal, state, or local governmental or regulatory body or agency, or any industry regulatory authority against Publisher or any Sub-Publisher that Publisher engages to provide services under this Agreement; Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on all materials that Publisher uses that DISQO does not provide to Publisher; Publisher shall not use deceit when marketing or distributing Creative or Campaigns; Publisher shall display each Creative exactly as it is provided by DISQO, and Publisher shall not alter any Creative with DISQO’s prior written approval; any website or link to a website used by Publisher in connection with this Agreement shall be (a) content-based and not simply a list of links or advertisements, (b) be written in English and contain only English-language content, (c) have a top-level domain name, and (d) be fully functional at all levels and have no “under construction” websites or sections; the recipients of all email addresses used by Publisher in connection with this Agreement have manifested affirmative, direct consent as required by applicable law to receive commercial emails from Publisher and none of the email addresses were obtained through email harvesting or dictionary attacks; Publisher shall not fraudulently add leads or clicks or inflate leads or clicks by Fraudulent Events (as determined solely by DISQO); Publisher shall not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the site tags, source codes, links, pixels, modules or other data provided by or obtained from DISQO that allow DISQO to measure ad performance and provide its services; Publisher shall not engage in or promote any illegal activities of any kind in association with this Agreement; and Publisher shall not use text messaging, or push notifications (unless specifically stated otherwise in the applicable IO) , outbound calling, or telephone marketing of any kind to provide services under this Agreement.

12. Other Obligations: Publisher shall: A. Comply with all policies or other terms and conditions that apply to websites where Creative is placed, including without limitation, terms of service, guidelines and policies, provided that the same comply with all applicable laws, rules and regulations. B. Only generate Qualified Leads and disseminate Creative via the methods set out in the applicable IO. C. Not provide incentivized traffic, and not conduct any spoofing, redirecting or trafficking from adult related websites in an effort to gain traffic or websites that are point, lottery, coupon or rewards based and encourage users to click on advertisements or use advertisements to generate revenue for users to win points, get rewards, or other any other incentive. Any incentivized traffic requires DISQO’s prior written approval (electronically or hardcopy form). D. Not provide leads generated from content, email or websites that are not subject matter related to the category of the advertisement represented. E. Provide to DISQO the name of the website where the lead was generated, upon DISQO’s request. F. Not provide inappropriate content, which includes, but is not limited to, content that: infringes upon the personal rights, patents, trademark, trade name, logo, publicity right, copyright, intellectual property, privacy, moral rights, or any other right of any third party; is an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, promotes gratuitous violence, or is in bad taste, promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography adult-oriented content such as phone sex or escort services, expletives or inappropriate language. G. Not offer incentives, including but not limited to points, rewards, cash, contest entries, and prizes, to consumers in return for their response to the advertisement. H Not use any methods to generate leads that are not initiated by the affirmative action of a consumer. I. Not provide any content that constitutes any advertising via facsimile or telemarketing (including, without limitation, by use of prerecorded or artificial voice messages). J. Not provide any content that constitutes any advertising to wireless devices or portable electronic devices by text messaging in any form (including, without limitation, SMS, Smart Messaging, and MMS unless specifically stated otherwise in the applicable IO). K. Not provide any content that promotes violence or the use of illegal substances or activities such as how to build a bomb, counterfeiting money and software pirating. L. Not provide any content that promotes illegal or unethical activity, racism, hate, "spam", mail fraud, gambling, sweepstakes, pyramid schemes, or illegal advice. M. Not provide any content that is otherwise prohibited by international, foreign, federal, state, or local law, rule, or regulation. N. Not provide any content that will bring DISQO negative publicity, as determined in DISQO’s sole and exclusive discretion. O. At no time, engage in, disseminate, promote or otherwise distribute any Creative through the use of contextual media, specifically downloadable software (also called adware, spyware, pop-up/pop-under technologies, plug-ins, and other names as applicable). P. Monitor and take all reasonable steps necessary to allow DISQO to monitor the activity of Sub-Publishers sending email messages as part of this Agreement. Notwithstanding the foregoing, at DISQO’s request, Publisher shall provide reasonable assistance to enable DISQO to monitor email messages to ensure compliance with all applicable laws and provisions under this Agreement. Q. Comply with all applicable laws, rules, regulations and guidelines relating to advertising. Publisher shall make clear the commercial intent of its marketing and ensure that all advertisements and marketing communications published under this Agreement make clear the nature of the Publisher's business and do not falsely claim or imply that the Publisher is acting for purposes outside its trade or profession.

13. Email Campaigns A. When using email to generate leads for DISQO, Publisher shall be responsible for ensuring compliance with the requirements set forth in this Section 13. B. Emails must have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines. “Subject” and “from” lines used in any email communications must be truthful and non-misleading and shall not otherwise violate the CAN-SPAM Act or any applicable federal, state and local laws (including but not limited to California Business & Professions Code § 17529). C. Emails shall use only Creative, from lines, subject lines, headlines, text links and banners provided or pre-approved by DISQO in writing. Publisher shall not remove or alter Creative, subject lines or from lines provided by DISQO or approved by DISQO in writing. If Publisher disseminates any Creative, text copy, from lines, or subject lines not approved or provided by DISQO then Publisher shall forfeit all Payments, and DISQO may terminate this Agreement at its sole and exclusive discretion. D. All emails sent by Publisher shall be delivered only to addresses on email lists owned or managed solely by Publisher (“Publisher Email Lists”). Publisher shall maintain at all times during the term of the Agreement, and for a period of four years thereafter, complete and accurate subscriber sign-up/registration data for every email address on each Publisher Email List. E. Publisher agrees that, within twenty-four (24) hours of DISQO’s request, Publisher shall provide, at a minimum, the following subscriber sign-up and registration data for any email address to which any email is sent under this Agreement: (a) subscriber’s IP address; (b) date and time of subscriber’s sign-up/registration; and (c) location and URL of website of subscriber’s sign-up and registration. F. Publisher shall not send email messages to email addresses that have been improperly obtained, including addressees harvested from the Internet without consent, through scripts or other automated means of registering for multiple email accounts, “scraping” of websites, or by harvesting addresses from the Internet without consent. Publisher is responsible for knowing the source of its email list. G. Publisher shall not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts. H. Publisher shall not use email accounts or domain names that were created using information that falsifies the identity of the registrant. I. Emails shall include a clear and conspicuous identification that the message is an advertisement or solicitation. J. Emails shall include (a) clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails from Publisher, and (b) a functioning return email address or other Internet-based mechanism that a recipient may use to make such an “opt-out request.” Acceptable methods include (i) having an unsubscribe link in each email delivered which is unique to the recipient, (ii) having a link to a non-password protected website where the individual can “opt-out” from receiving further email solicitations from Publisher, or (iii) allowing the recipient to respond to a functioning return email address with a message that is either blank or has “Unsubscribe” in the subject line. The opt-out mechanism must remain active for at least thirty (30) days from the date of the email or the life of the Campaign, whichever is longer. K. Each email unsubscribe request shall be honored within ten (10) days from receipt of request. Publisher shall maintain electronic or tangible records confirming the removal of each such email address from any applicable email lists for verification by DISQO. Within one (1) day of consumer’s opt-out request, Publisher shall provide the unsubscribe request to DISQO. L. Emails shall include a valid physical postal address for DISQO. M. No emails shall be sent to any email address associated with any person who previously unsubscribed, opted out or otherwise requested not to receive email solicitations from or on behalf of DISQO or any third party advertiser whose products are promoted in the advertisement (“Suppression List”). Publisher shall be responsible for any sending of email messages as well as proper usage of the Suppression List. Publisher shall not sell, lease, exchange, transfer, release, or use the Suppression List either directly or indirectly for any business or other purposes whatsoever outside the terms of this Agreement. Publisher shall download the Suppression List at least every seven (7) days during the term of this Agreement and suppress all email addresses within its database that are in the Suppression List provided or made available to Publisher. For any Campaign that includes a domain suppression list, Publisher shall download the most recent domain suppression list prior to mailing the campaign and will suppress and refrain from sending emails to all domains found on such list. Further, Publisher shall download and remove domains included on the Federal Communication Commission’s wireless domain names list (http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from all new and current domains used in all mailings, prior to mailing. N. The Suppression List shall constitute DISQO’s Proprietary Information and Confidential Information, and Publisher shall not sell, lease, exchange, transfer, release, lease, or use the Suppression List for any purpose other than to fulfill its obligations under this Agreement. O. Publisher shall send emails only to U.S. email addresses or email addresses corresponding to U.S. users.

14. Confidentiality: A. During the term of this Agreement, each Party (the “Disclosing Party”) might disclose to the other Party (the “Receiving Party”) certain information (either oral, written or digital) including, but not limited to, data, reports, research, product plans, products, services, pricing, business and financial information, customer and vendor lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). Confidential Information shall also include the existence and terms of this Agreement, including the Payment terms, which shall be the Confidential information of both Parties. The term “Confidential Information” shall not include any information which: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party in violation of this Agreement; (b) was or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; (c) is independently developed by the Receiving Party or its representatives without the use of or reference to any of the Disclosing Party’s Confidential Information; or (d) was lawfully in the possession of the Receiving Party prior to being disclosed to the Receiving Party by the Disclosing Party. B. The Receiving Party shall not disclose to any third party, or permit any other person or entity access to, the Disclosing Party’s Confidential Information except as required by an employee, agent, officer, director, partner, or representative of the Receiving Party in order to perform the obligations or exercise rights under this Agreement. The Receiving Party agrees to use at least the same degree of care, but not less than reasonable care, to prevent unauthorized use and disclosure of the Disclosing Party’s Confidential Information to third parties as the Receiving Party would use to protect its own Confidential Information. Each Party, as the Receiving Party, agrees that the Disclosing Party’s Confidential Information shall be used for the sole purpose of performing the Receiving Party’s obligations or exercising its rights under this Agreement. The Receiving Party shall immediately notify the Disclosing Party in writing of all circumstances surrounding any unauthorized possession, use, knowledge, disclosure, or sharing of Confidential Information. C. In the event that a Disclosing Party’s Confidential Information is required to be disclosed by operation of law via a third party or court request such as a subpoena requesting that the Receiving Party disclose the Disclosing Party’s Confidential Information, the Receiving Party shall immediately inform the Disclosing Party in writing sufficiently in advance of disclosure to allow the Disclosing Party to challenge disclosure (unless prohibited under applicable law), prior to the time required to produce or disclose such Confidential Information, and the Receiving Party agrees to reasonably cooperate in whatever way the Disclosing Party requests to attempt to protect that information from disclosure by operation of law. Subject to prior approval by Publisher, DISQO may publicly announce its contractual relationship with Publisher, which includes being on a listing of DISQO publishers in general corporate materials and in industry standard press releases. D. Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may retain one (1) copy of the Disclosing Party’s Confidential Information for legal and compliance purposes provided the Receiving Party maintains such copy in accordance with this Agreement and ceases using such Confidential Information for business purposes. In the case of destruction, the Receiving Party shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification. E. Each Party, as Receiving Party, agrees that its obligations in this Section 14 are necessary and reasonable in order to protect the Disclosing Party and its business, and each Party agrees that the remedy of damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its obligations set out under this Section 14. Accordingly, each Party agrees that, in addition to any other remedies that might be available, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party, without limiting any other rights and remedies to which the Disclosing Party may be entitled to at law, in equity or under this Agreement.

15. DISCLAIMER OF WARRANTIES. DISQO PROVIDES THE CAMPAIGNS AND CREATIVE AND ALL OF THE SERVICES PERFORMED HEREUNDER ON AN "AS IS" AND "AS AVAILABLE" BASIS. DISQO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, DISQO SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING: (A) THE NUMBER OF QUALIFIED LEADS WHO SHALL ACCESS THE CREATIVE OR CAMPAIGNS, OR TAKE AN ACTION THAT RESULTS IN ANY PAYMENT UNDER THIS AGREEMENT; AND (B) ANY BENEFIT THE PARTIES MIGHT OBTAIN FROM THE CREATIVE, CAMPAIGNS, OR THIS AGREEMENT. DISQO DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE CREATIVE OR CAMPAIGNS, OR THAT THE INFORMATION PROVIDED BY DISQO IS ACCURATE, COMPLETE, OR CURRENT. DISQO DOES NOT REPRESENT, WARRANT, OR MAKE ANY SPECIFIC OR IMPLIED PROMISES AS TO THE SUCCESSFUL OUTCOME OF ANY CAMPAIGNS. FURTHER, IF ANY ERRORS OCCUR DUE TO NO FAULT OF DISQO, DISQO SHALL NOT BE RESPONSIBLE FOR LOSSES AND PUBLISHER SHALL NOT BE COMPENSATED.

16. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL DISQO BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DISQO HAS BEEN ADVISED OR OTHERWISE HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL DISQO BE LIABLE TO PUBLISHER OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN THE AMOUNTS PAID BY DISQO TO PUBLISHER DURING THE THREE (3) MONTHS PRIOR TO THE FIRST DATE THE LIABILITY AROSE.

17. Indemnification. A. Publisher shall indemnify, defend, and hold DISQO, its officers, directors, shareholders, managers, employees, agents, successors, affiliates, publishers and assigns, harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, judgments, allegations, liabilities, and any other fees, costs and expenses (including reasonable attorneys’ fees and related costs and expenses) by third parties (collectively, “Claims”) resulting from: (a) improper use of the Creative by Publisher or Sub-Publisher; (b) improper operation of a Campaign by Publisher or Sub-Publisher; (c) Publisher or Sub-Publisher’s breach or violation of this Agreement (including but not limited to a breach of Publisher’s representations, warranties, covenants, or agreements under the Agreement) or any term of any IO; (d) the gross negligence or willful misconduct of Publisher or Sub-Publisher; (e) any claim relating to the violation or infringement of the intellectual property rights of any third party by Publisher or Sub-Publisher; (f) a violation of any laws, rules or regulations in the performance of Publisher or Sub-Publisher’s obligations under this Agreement and the IO; and (g) fraud and any Fraudulent Events. B. If any Claim is or shall be brought against DISQO with respect to any allegation for which indemnity may be sought from Publisher, DISQO shall promptly notify Publisher of any such Claim of which it becomes aware and shall: (i) provide reasonable cooperation to Publisher at Publisher’s expense in connection with the defense or settlement of any such Claim; and (ii) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim. Publisher may not admit liability or wrongdoing on behalf of the DISQO, nor may Publisher undertake any obligations (including the payment of money) on behalf of DISQO without the DISQO’s prior written consent.

18. Dispute Resolution. This Agreement shall be governed by the law of the State of California, without regard to its conflict of law provisions. If any dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator in the State of California, Los Angeles County. Any costs and fees other than attorneys’ fees associated with the mediation shall be shared equally by the Parties, subject to Section 16 (Limitation of Liability). If Parties do not arrive at a mutually satisfactory resolution through mediation within thirty (30) days of the date on which the dispute arose, the Parties may submit the dispute to binding arbitration in the State of California, Los Angeles County, conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction, subject to Section 16 (Limitation of Liability) above. The prevailing Party shall be entitled to reasonable attorneys’ fees associated with the arbitration. Notwithstanding the foregoing, DISQO may initiate a claim either by submitting it to binding arbitration or by filing in a state or federal court located in the State of California.

19. No Assignment. Neither Party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement except with the prior written consent of the other Party; provided, however, that (i) a successor in interest by merger, by operation of law, assignment, purchase or other acquisition of all or substantially all the business of a Party may acquire its rights and obligations hereunder, and (ii) DISQO may assign the Agreement to an affiliated entity without such consent; provided, however, that such successor assumes the assigning party’s rights and obligations in writing. .

20. Independent Contractor. Each Party is an independent contractor. Except as set forth in this Agreement, neither Party is authorized or empowered to obligate the other or incur any costs on behalf of the other without the Party’s prior written consent.

21. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such term, provision, covenant or condition shall be enforced to the maximum extent permissible to effect the original intent of the Parties, and the remainder of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated. Unless otherwise specified, the rights and remedies granted to a Party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

22. Entire Agreement; Modification. These Terms and Conditions, together with the applicable IO, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes any prior or contemporaneous inconsistent agreements, negotiations, representations and promises, written or oral, regarding such subject matter. No modification, course of conduct, amendment, supplement to or waiver of this Agreement or any provisions hereof shall be binding upon the Parties unless made in writing and duly signed by both Parties; provided, however, the DISQO may modify, amend, and supplement these Terms and Condition by posting such updated Terms and Conditions on the platform where the original Terms and Conditions were posted and Publisher acknowledges and agrees that it shall be responsible to periodically check such Terms and Conditions for updates. Such updated Terms and Condition shall be deemed accepted by Publisher once Publisher signs into the platform containing these updated terms .

23. Agreement in Counterparts. This Agreement may be signed by DISQO and Publisher in counterparts, and electronic signatures shall have the same force and effect as an original signature.

24. Notice. All notices and other communications provided for or permitted under this Agreement shall be made in writing to the Parties at such addresses as designated by such Party in the IO or as identified to the other Party via the platform, and shall be sent by overnight mail delivery, certified mail, email or nationally-recognized courier, and shall be deemed received upon delivery. All notices shall be effective upon delivery to the intended recipient. All notices to DISQO shall be sent to: Attn: Marketing, 400 N. Brand Blvd., 6th Floor, Glendale, CA 91203 with a copy sent to the same address to the attention of DISQO Legal Department.

25. Data Protection. Publisher shall comply with all laws, regulations and guidelines applicable to its processing of personal data. To the extent that the performance of the Services requires Publisher to process personal data on behalf of DISQO and, as requested by DISQO, the parties shall enter into a separate Data Processing Agreement that is binding on Publisher and that sets out the nature and purpose of the processing, the types of personal data, the categories of data subjects and the duration of the processing as well as the rights and obligations of DISQO.

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