Seller Agreement: Terms & Conditions
This Seller Agreement: Terms and Conditions ("Agreement") is made by and between Integrate.com, Inc. ("Integrate.com"), and you ("You" or "Seller", together with Integrate.com, the "Parties" and each a "Party"). Integrate.com operates the Next Generation Advertising Marketplace (the "Marketplace") on its website at www.Integrate.com (the "Integrate Website")
1.1 The Marketplace facilitates the exchange of information about potential customers who have indicated an interest in particular types of goods or services in response to an advertising campaign utilizing creative materials provided by Buyer.
1.2 Participants in the Marketplace include Buyers and Sellers (as defined below). Each Seller uses the Marketplace to market and sell various Payable Actions (as defined below). Each Buyer uses the Marketplace to purchase some form of Payable Action from Sellers. Integrate.com collects a service fee from each Payable Action between Buyers and Sellers. The Buyer compensates the Seller in exchange for the sale of a Payable Action("Payout")."
"Ad(s)" or "Creative(s)" means any advertisement provided by Buyer on behalf of itself or any other Buyer within its network.
"Advertising Materials" means artwork, copy or active URLs for Ads.
"Affiliate" means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
"Buyer" is an agency or merchant that wants to create marketing campaigns in the Marketplace to promote their company or acquire new customers for their business.
"Campaign" is defined as: A paid advertising offer on a performance model ----- OR ---- a coordinated series of advertisements that: focus on one or a few brands or products, are directed at a particular segment of the general population (target demographic), and are aimed at achieving a specific objective. Types of Campaigns (in the Integrate Marketplace) include, but are not limited to: (i) Live Transfer; (ii) CPL - Cost Per Lead; (iii) CPA - Cost per Acquisition; CPC – Cost per Click; CPM – Cost per Thousand Impressions; and (iv) CPIC - Cost per Inbound Call. Campaigns are created in the Marketplace by the Buyer and define the parameters for which the Buyer will pay Seller to generate Payable Actions.
"Cost per Aquisition" or "Cost per Click" ("CPA" or "CPC") is media that is run on a performance basis where a defined action or acquisition constitutes the payable event. This action may be defined as but not limited to: a lead, a sale, a registration, a download, or a click. These events are bound by the fact that they occur; not on a third party publisher website but are driven to the website of Buyer where they are converted. No returns are allowed for CPC Campaigns.
"Cost per Inbound Call" ("CPIC") is advertising across all media forms utilizing individual, trackable phone numbers that funnel all Inbound Calls (as defined below) directly to the Buyer. There are no returns allowed on CPIC campaigns. The only way credits will be given on CPIC campaigns is if there is clear and definable misuse of creative or a violation of the allowed marketing methods. Misuse of creative would include misrouting of calls from the wrong creative, or using unapproved creative or verbiage.
"Cost per Lead" ("CPL") - means Sellers generate their own traffic and Buyers pay only when a prospective customer completes a specific action that defines them as a "Lead", including filling out a form/questionnaire, signing up for a service, or creating an account. Data is then sent to the Buyer. A Lead can be an Invalid Payable Action for any of the following reasons: (i) The consumer insists they did not agree to be contacted or has no interest in the offer; (ii) Any of the fields of information required for a valid lead are incorrect, these include but are not limited to phone number, email address and/or contact information; (iii) It is a duplicate lead, this means a lead that has been submitted more than once or the data has already been received from another source within the past 30 days; (iv) The lead does not match the targeting criteria set forth in the field requirements of a Campaign (i.e. age, loan amount, health ailment).
"Cost per Mille" ("CPM") or thousand impressions. Buyer pays for each 1,000 ad views Buyer’s banner receives. There are no returns allowed for CPM Campaigns.
"Insertion Order" ("IO") means an order to run a Campaign. It defines the Campaign name, the Seller receiving the order and the planner or buyer giving the order, the individual advertisements to be run (or who will provide them), the sizes of the advertisements, the Campaign beginning and end dates, the CPM, the total cost, discounts to be applied, and reporting requirements and possible penalties or stipulations relative to the failure to deliver the impressions. An Insertion Order will include, but is not limited to: (i) a written mutual agreement, documented by email in the Marketplace, between the Buyer and the Seller on the price for Payable Actions and terms as outlined in the Buyer’s Campaign; (ii) includes targeting criteria, total volume, and start and end dates for a particular Campaign; and (iii) includes the terms and conditions between Buyer and Seller applicable to a particular Campaign.
"Mandatory Seller Agreement" ("MAS") or is a set of terms that a Buyer can require Seller to agree to in order to run Buyer’s Campaign.
"Payable Action" is defined as a specific request made by a consumer for a specific product or service. Buyers may specify additional or different parameters for what constitutes a qualified or invalid Payable Action in the Campaign Details for a particular Campaign run in the Marketplace.
"Payable Action Report" is a report of all Payable Actions tracked by the Integrate.com system for the designated month’s activity. These are provided on the first of the month and will be adjusted based on the Buyer returns for allegedly Invalid Payable Actions. Payment is due Net30 from the initial Payable Action Report.
"LT" Live Transfer shall have the meaning set forth in Section 9 herein
"Policies" means advertising criteria or specifications made conspicuously available in a Buyer’s Campaign, including content limitations, technical specifications, privacy policies, user experience policies, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
"Seller" is a publisher, affiliate, network or media services provider that wants to utilize the Integrate.com Marketplace to market and sell various Payable Actions.
3. PARTICIPATION IN PROGRAMS
3.1 If you are accepted by Integrate.com as a Seller (in Integrate.com's sole and absolute discretion), you will abide by the terms and conditions of this Agreement. So long as you remain a Seller, you will have the opportunity to earn Payouts by selling Payable Actions to Buyers subject to the terms and conditions of this Agreement and other rules and requirements set forth by Integrate.com on the Integrate Website.
3.2 Details of the Seller program will be available through the Integrate.com Website, including without limitation rules and requirements governing the qualification and sale of Payable Actions, and the fees charged by Integrate.com for your participation in and use of the Marketplace.
3.3 All Campaigns created by Buyer on Integrate.com and agreed to by Seller are binding and shall be treated as signed Insertion Orders for each Campaign. Seller hereby acknowledges that once selected by Buyer and pricing and all other terms of the Campaign are agreed upon in the Marketplace, all "Insertion Orders" are legally binding and enforceable between the Buyer and Seller and by Integrate.com. Each Insertion Order will be deemed to incorporate both the terms of this Agreement, the terms of any agreements entered into between Integrate.com and Buyer(s), and the messaging between the Buyer and Seller in the Marketplace, giving each Buyer and Seller the right to enforce these Agreements against each other. Integrate.com will cooperate (at Seller’s expense) in any lawful attempt by Seller to enforce and exercise rights under Buyer Agreements so as to put Seller in the same position as it would be, had it been named as a third party beneficiary of such Buyer Agreement.
4. SUBMITTING PAYABLE ACTIONS TO INTEGRATE.COM
4.1 There are three (3) ways to submit Payable Actions to Integrate.com. Payable Actions can be submitted using the Integrate.com Hosted Form (the "Integrate.com Form") via CPL Campaigns, the Buyer’s form ("Buyer Form") via CPA Campaigns, or the Seller's own form (a "Seller Form") via CPL Campaigns. The Integrate.com Form, Buyer Form and Seller Form are referred to herein as a "Form."
4.2 Neither the Integrate.com Form nor the Buyer Form may be revised or modified in any way by anyone other than Integrate.com or Buyer respectively. Neither of these forms may be stored by Seller or any other person or entity not authorized in writing by Integrate.com or Buyer. Seller must load the Integrate.com Form directly from Integrate.com's system at the time of use as directed by Integrate.com.
4.3 Your use of all of the Forms must conform to the terms and conditions of this Agreement. You must immediately make any modifications to a Form or take any other action in connection with a Form as directed by Integrate.com or Buyer.
4.4 A Form may not be included on any website or page containing defamatory, offensive, abusive, obscene or illegal content or themes, including without limitation any website containing adult content or content in connection with gambling or illegal drugs. A Form may not be displayed on any website or by any Seller that (a) sends email in violation of the CAN-SPAM Act; (b) is involved in the development, distribution, or support of any adware, spyware, or other malware (as defined in Integrate.com's sole discretion); (c) offers incentives in connection with Payable Action generation; (d) provides any misleading or false information to consumers; or (e) submits or tolerates the submission of Payable Actions by anyone other than the consumer whose information is being entered.
5. USE AND PROMOTION OF THE FORM; LIABILTY FOR NONCOMPLIANCE
5.1 Proper Use of Form: You will not: (i) promote the Form or the use thereof in any way that is likely to mislead any person or entity; (ii) knowingly allow any person or entity to misuse the Form, and will alert Integrate.com immediately upon discovering any misuse or possible misuse of the Form or any other conduct likely to result in the transmission of inaccurate and/or fraudulent information to Integrate.com or any Buyer; (iii) use the Form in any way not expressly permitted by this Agreement; and (iv) induce or permit any other person or entity to: (a) enter into the Form information not constituting an actual, current, bona fide Payable Action; or (b) populate or otherwise interact with the Form using any automated method such as a script or bot.
5.2 Invalid Payable Actions: :
5.2(a) Integrate.com may, in its sole and absolute discretion, invalidate any Payable Action suspected of failing to conform with Integrate.com’s requirements and/or the provisions of this Agreement. An "Invalid Payable Action" includes, but is not limited to, a Payable Action that: (i) has invalid or erroneous contact information; (ii) does not match the target criteria for the Campaign in which it was generated; (iii) has been previously provided, i.e. a duplicate Payable Action; (iv) the consumer denies requesting the service for which the Payable Action was allegedly generated; and (v) any additional terms Buyer has required in their Campaign, applicable IO or Mandatory Seller Agreement.
5.2(b) Seller will not be compensated for Invalid Payable Actions and the submission of Invalid Payable Actions may result in the termination of Seller’s account, forfeiture of all past and/or present payouts, civil action, criminal charges, and/or any other remedy available in equity or at law.
5.2(c) If a dispute between a Buyer and Seller arises regarding whether or not specific Payable Actions are valid, Integrate.com has complete discretion and authority to make the final determination as to the validity of disputed Payable Actions, unless otherwise agreed to by Buyer or Seller. Buyer and Seller agree to abide by Integrate.com’s decision as to the validity of all Payable Actions.
5.2(d) Should either the Buyer or Seller refuse to abide by Integrate.com’s decision regarding the validity of Payable Action(s), which is an express violation of this Agreement, and such dispute results in the non-payment of Payable Actions, such a dispute is solely between the Buyer and Seller. In such an event, Intergrate.com will provide an explanation of how all Invalid Payable Actions were determined in order to help resolve this dispute.
6. PROHIBITED WEBSITE(S)
6.1 Integrate.com reserves the absolute right to refuse, in its sole discretion, to affiliate itself with any Seller. The following are examples of websites that are not eligible for participation ("Prohibited Websites"):
- Websites which contain material that infringes on the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
- Websites with pornography, adult content, sexual or erotic material or websites that contain links to such content
- Websites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
- Websites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
- Websites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
- Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
- Websites with illegal, false or deceptive investment advice and money-making opportunities
- Websites that provide incentives of any nature to require or encourage users to click on ad banners, unless expressly permitted by Buyer (i.e., charity, sweepstakes, etc.)
- Websites that are under construction or incomplete
- Websites with any type of content reasonable public consensus deems to be improper or inappropriate
- Websites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.
7. PAYMENT AND PAYMENT LIABILITY
7.1 Invoices and Payment Date: The initial Payable Action Report will be sent by Integrate.com to Buyer upon completion of Seller’s first month’s delivery of Payable Actions. The Buyer will have until 11:59pm PST on the 15th of the subsequent month to return all allegedly Invalid Payable Actions. Billing statistics will be made final on the 21st of each month and an invoice will be sent to Buyer. Buyer must remit payment for the invoiced amount on the 1st of each month. Sellers will be paid thirty (30) days after the initial Payable Action Report is sent to the Buyer. However, no payment will be made by Integrate.com to any Seller until Integreate.com has received payment from the Buyer, unless otherwise agreed to in writing. If payment is not made by Buyer to Integrate.com within ninety (90) days of the initial due date, Buyer’s information may be released to Seller.
7.2 Payment Liability:
7.2(a) Both Buyer and Seller understand that Buyer is Integrate.com’s disclosed principal and Integrate.com, as a technology provider, has no obligations relating to such payments (other than to send payments received by Buyer to Seller), either joint or several.
7.2(b) Seller agrees and acknowledges that Buyer is: (i) solely liable for any and all Payable Actions purchased; and (ii) solely responsible for all payments due and payable to Seller via Integrate.com (other than for payments received by Integrate.com to send to Seller). Seller further agrees that should Buyer fail to pay for any or all Payable Actions, Seller’s only recourse is to seek legal action against Buyer directly for any and all unpaid balances. Other than for money received from Buyers as payment to Seller, at no time will Integrate.com be responsible or liable for a debt incurred by Buyer to Seller. Should a dispute arise regarding Buyer’s non-payment for allegedly Invalid Payable Actions, the dispute is solely between the Buyer and Seller, and not with Integrate.com. Both Seller and Integrate.com on behalf of itself and Seller have the full right to enforce this Agreement for non-payment by Buyer.
To see Buyer’s obligations and liabilities to Seller see Buyer Agreement: Terms & Conditions - http://integrate.com/terms.aspx
7.3 Escrow Accounts: Buyers may be required by either a Seller or Integrate.com to fund an Integrate.com Escrow Account prior to Payable Action delivery for a Campaign. An escrow balance may be applied to a campaign as a whole, in which case allocation will be on a first come first serve basis, or to an individual Seller. All funds transferred to this account are held by Integrate.com until the completion of each billing cycle (12:01am of the 16th of the subsequent month). At that time funds will be released to the Seller(s) for all valid Payable Actions generated by the Seller(s) during the previous month. Any remaining balance may be withdrawn by Buyer at any time assuming no further valid Payable Actions have been generated. In the event of a dispute, the funds will be held until the Buyer and Seller have resolved their dispute. If no resolution can be reached, Integrate.com may act as a third party mediator to reach a settlement between the Buyer and Seller. At no point in time will Integrate.com become liable to either the Buyer or Seller for funds held or released from Buyer’s escrow account.
8.1 Seller must, within 2 business days of the start date on the Campaign, provide confirmation to Integrate.com, either electronically or in writing, stating whether the components of the Campaign have begun delivery.
8.2 Upon initiation of a Campaign, reporting shall be provided by Integrate.com to Buyer and Seller. Reporting consists of the Payable Action count provided by Seller(s) to Buyer (as tracked by Integrate.com), the number of Invalid Payable Actions returned by Buyer and the final billable Payable Actions. All billing shall be based on tracking and reporting provided by Integrate.com and on Integrate.com’s final billable Payable Actions. Should a Buyer or Seller dispute Integrate.com’s final billable Payable Action count, Integrate.com will meet and confer with Buyer and Seller to attempt to discover the basis for and to resolve the discrepancy.
8.3 If Integrate.com is unable to resolve the discrepancy regarding the final billable Payable Action count, Seller agrees, acknowledges and accepts that such a dispute must be resolved between Buyer and Seller. Intergrate.com will provide an explanation of how all Invalid Payable Actions and final billable Payable Actions were determined in order to help resolve the dispute. Should any legal action be taken to resolve a dispute over the validity of Payable Actions and the final billable Payable Actions figures, said dispute is solely between Buyer and Seller, and not with Integrate.com.
9. TELEPHONE GENERATED PAYABLE ACTIONS
9.1 Inbound Call: "Inbound Call" is defined as a telephone call generated by Seller in compliance with the parameters set by the Buyer in their Campaign on Integrate.com and/or Insertion Orders between Buyer and Seller. The cost for each valid Inbound Call will be agreed to by Buyer and Seller. The parameters for what constitutes a valid Inbound Call include, but are not limited to: (i) the calls duration and (ii) that the call was generated by an approved methodology. Buyer may include additional qualifiers for a valid Inbound Call in their Campaign, IO or Mandatory Seller Agreement. All calls are recorded and can be accessed by both Buyer and Seller should a dispute arise regarding the validity of any particular Inbound Call.
9.2 Live Transfer: "Live Transfer" is defined as a successful transfer of both a potential customer to Buyer via telephone, and a successful transfer of all requested data to Buyer as outlined in the Buyer’s Campaign on Integrate.com and/or Insertion Orders. If either the potential customer or the requested data does not get transferred to Buyer within a reasonable time, the call will be deemed invalid. Requested data should include at a minimum: (i) the contact information of the potential consumer; (ii) identifying characteristics of the potential consumer as defined by the Buyers Campaign, e.g. sex, marital status, age, income, etc. . . ; and (iii) the necessary call duration. Buyer may include additional qualifiers for a valid Live Transfer in their Campaign, IO or Mandatory Seller Agreement. All calls are recorded by the call.integrate Marketplace and can be accessed by both Buyer and Seller should a dispute arise regarding the validity of any particular Live Transfer.
10. TELEMARKETING AND DO NOT CALL COMPLIANCE
10.1 Compliance With State and Federal Laws: If You provide telemarketing services as one of Your Payable Action generation methods, You must be in compliance with both State and Federal laws regarding telemarketing and "Do Not Call" lists. You hereby acknowledge the existence of both State and Federal laws governing the actions of telemarketers and agree to be in compliance with same. You further acknowledge and agree to follow all applicable State and Federal laws governing telemarketing and "Do Not Call" compliance.
The Federal Do Not Call List can be found at https://telemarketing.donotcall.gov/ . You are responsible for researching the individual State laws for all States in which You conduct telemarketing to confirm that You are in compliance with State laws governing telemarketing and "Do Not Call" compliance.
10.2 Failure to Comply With Telemarketing and/or "Do Not Call" Laws: Your failure to comply with State or Federal telemarketing laws may result in the following: (i) Immediate suspension of all Campaigns with Integrate.com, its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, buyers, service providers and affiliates; and (ii) Immediate removal from the Integrate.com Marketplace without any payment for Payable Actions generated, even from appropriate Payable Action generation sources. You hereby agree to pay any and all fines/penalties levied by either State or Federal laws on Integrate.com and/or Buyer for Your failure to comply with State and Federal Telemarketing and "Do Not Call" laws.
10.3 Indemnification: Seller understands and agrees that it alone is responsible for ensuring compliance with State and Federal "Do Not Call" and telemarketing laws. Seller agrees to indemnify and hold harmless Integrate.com and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, buyers, service providers and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, arising out of its failure to comply with State and/or Federal telemarketing and/or "Do Not Call" laws.
11. FORCE MAJEURE
Neither Party will be liable for, or will be considered to be in breach of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other natural occurrences, any conflicting order, direction, action or request of the United States government (including, without limitation, state or local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, acts of terrorism, wars, strikes, lockouts, work stoppages or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such event. Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended unless otherwise agreed to by the Parties.
12. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
12.1 "Confidential Information" shall mean all proprietary information of the Disclosing Party and its affiliated and related companies, including information provided to the Disclosing Party by third parties that the Disclosing Party is obligated to keep confidential, whether provided before or after the Parties execute this Agreement. Unless excluded in writing by the Disclosing Party, the Parties shall assume that any and all information disclosed, that is of a nature that a reasonable person would understand is confidential, is Confidential Information, whether in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked. Without limiting the foregoing, Confidential Information includes inventions, product research and development, production data, product designs, specifications, descriptions and labels, discoveries, trade secrets, techniques, models, data, programs, processes, know-how, customer lists and contact information, personal information with respect to employees, customers or others, including but not limited to customer email addresses, client names, marketing plans, drawings, financial information, products, business plans, sales positioning strategies and communication strategies.
12.2 Notwithstanding anything contained herein to the contrary, the term "Confidential Information" shall not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of the Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the Disclosing Party; (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Disclosing Party; or (v) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either Party under this Agreement; provided, however, that: (a) the Recipient promptly notifies the Disclosing Party of such disclosure requirement; (b) cooperates (at Disclosing Party’s expense) in any lawful effort by Disclosing Party to oppose or limit such disclosure; and (c) discloses only so much of such Confidential Information as, on advice of counsel, it is legally obligated to disclose.
12.3 Any data processed through the Marketplace is owned by Integrate.com and Buyer.
12.5 Integrate.com and Seller will comply with all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.
12.6 Each Party agrees that monetary damages for breach of confidentiality under this Section may not be adequate and that the Disclosing Party shall be further entitled to seek injunctive relief. Nothing contained in this Agreement shall be interpreted as granting rights by license or otherwise in any Confidential Information disclosed pursuant to this Agreement.
13. REPRESENTATIONS AND WARRANTIES
13.2 INTEGRATE.COM REPRESENTS AND WARRANTS THAT IT: (A) ENTERS INTO THIS AGREEMENT WITH THE INTENT TO COMPLY WITH THE TERMS OF THIS AGREEMENT; (B) HAS THE FULL RIGHT, POWER AND AUTHORITY UNDER ALL APPLICABLE LAWS, RULES AND REGULATIONS TO ENTER INTO THIS AGREEMENT; AND (C) THE EXECUTION OF THIS AGREEMENT DOES NOT AND WILL NOT VIOLATE ANY LAW OR REGULATION, OR ANY AGREEMENT TO WHICH INTEGRATE.COM IS A PARTY. SELLER ACKNOWLEDGES THAT INTEGRATE.COM MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS NOT SET FORTH IN THIS AGREEMENT.
14. CAMPAIGN DISCONTINUANCE
Integrate.com has the option, in its sole discretion, to discontinue any Ad Campaign or obligation, with or without cause, by giving a notice via e-mail, telephone or fax, to the Seller's authorized representative that will be effective immediately on the date and time it is sent. Upon discontinuance of any Ad Campaign or obligation, all unfulfilled contractual commitments subsequent to notice shall become null and void, and Buyer shall pay Seller only for Advertising Material delivered up to the date of the notice period. Neither Integrate.com nor Buyer shall have any obligation to pay for Advertising Material delivered by Seller prior to the date of the notice that exceeds the number specified in the original order or that vary significantly from the rate of delivery prior to notice of discontinuance. Integrate.com will attempt to provide Seller with forty-eight (48) hours notice of Campaign discontinuance. However, a shorter amount of time may be necessary under certain circumstances.
15. ACCOUNT INFORMATION
You agree to provide Integrate.com with accurate information (e.g., contact information, detailed corporate information, promotional methods, etc.) as set forth or required on the Integrate.com Website, and to maintain the information associated with your Seller account such that it remains accurate and current at all times. Should any of your Seller account information change, you are to update your Seller Account information with Integrate.com within 15 days of such occurrence. Failure to keep your Seller Account updated may result in the suspension and/or cancellation of any Campaigns or IO’s You are working on.
The Parties agree to defend, indemnify and hold each other harmless, and their affiliates, and their respective members, managers, partners, officers, employees, contractors and agents, from and against any and all costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) (collectively, "Losses") incurred in connection with any third-party claim or demand that arises out of or relates to (i) any actual or alleged breach of their representations, warranties or other obligations in this Agreement; (ii) any actual or alleged violation by them or their personnel of any applicable laws; or (iii) any allegation that their Websites or Advertising Material contains, promotes or links to Prohibited Websites. Without limiting the foregoing, the Parties obligation to indemnify, defend and hold harmless as described in (iii) includes any claim of direct, contributory or vicarious trade or service mark infringement, unfair competition, false or misleading designation of origin or statement of affiliation or sponsorship, or false or deceptive advertising under the federal Lanham Act.
17. NON-COMPETE AND NON-CIRCUMVENT
You agree not to directly solicit Buyers, advertisers, Sellers or publishers (hereinafter "Integrate Clients") away from Integrate.com or the Marketplace that were revealed through the disclosure of Confidential Information. You further agree not to use reverse engineering or tracing of Integrate Clients traffic for means to directly solicit Integrate Clients away from Integrate.com or the Marketplace. This Section does not apply to any Integrate Clients with whom: (i) You had a pre-existing business relationship with (evidenced by dated written or electronic documentation; or (ii) You contract with outside the disclosure of Confidential Information.
Any controversy or legal claim arising out of or relating to this Agreement or Integrate.com’s services, excluding legal action taken by Integrate.com to collect or recover damages for, or obtain an injunction relating to, Marketplace operations, intellectual property, or the Integrate.com Website, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Phoenix, Arizona and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either party may seek interim or preliminary relief from a court of competent jurisdiction in Phoenix, Arizona necessary to protect their rights or property pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through arbitration, and each party shall bear its own legal fees and associated costs.
19. WARRANTY DISCLAIMER
YOU EXPRESSLY AGREE THAT YOUR USE OF THE PAYABLE ACTIONS, THE MARKETPLACE, AND THE INTEGRATE.COM WEBSITE IS AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE PAYABLE ACTIONS, THE MARKETPLACE, AND THE INTEGRATE.COM WEBSITE ARE AVAILABLE ON AN "AS IS" "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. INTEGRATE.COM MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE MARKETPLACE, ANY BUYER, ANY PAYABLE ACTION, OR THE INTEGRATE.COM WEBSITE.
20. LIMITATION OF LIABILITY
20.1 Except as set forth in this Agreement, Integrate.com disclaims all liability, whether based in contract, tort, negligence, strict liability or otherwise, for damages of any kind (including without limitation direct, indirect, incidental, consequential, special, punitive or exemplary damages) in any way arising from the functionality or operation (or failure to function or operate) of the Marketplace or the Integrate.com Website, even if Integrate.com is expressly advised of the possibility of such damages. Without limiting the foregoing, Integrate.com shall not be liable for damages exceeding the amount paid by Buyers to Integrate.com for those Payable Actions sold by You pursuant to this Agreement in the six (6) month period immediately preceding the event that gave rise to the damages.
20.2 Without limiting the foregoing, You acknowledge and agree that Integrate.com will not be liable for any damages arising from or in connection with any transaction between Buyer and Seller, or for any information appearing on Buyer or Seller’s Websites.
21. CHANGES TO MARKETPLACE
Integrate.com reserves the right to change the Marketplace or the Integrate.com Website at any time with or without notice. Your continued use of the Marketplace or Integrate Website after the changes have been made acknowledge Your agreement to those change.
22. TERM AND TERMINATION
22.1 This Agreement shall be effective upon execution by Seller (electronic agreement via a click to accept button or the like will constitute execution by Seller). This Agreement shall remain in effect so long as Seller is in good standing with Integrate.com.
22.2 This Agreement may be terminated by either Party at any time after providing two (2) business days notice to the other party. Two business days after receipt or transmission of any such termination notice by or to Integrate.com, Seller’s access to the Marketplace and all Campaigns will be discontinued.
22.3 Integrate.com may terminate this Agreement and/or pause Seller’s access to all Campaigns immediately and without notice if Integrate.com suspects Sellers's intentional misconduct. Integrate.com will notify Seller as soon as possible after Seller's access is terminated or paused. The Seller may pause delivery for a Campaign immediately after providing notice to Integrate.com and Buyer.
22.4 Integrate.com may pause or suspend Seller’s access to the Marketplace if Seller is inactive for more than seventy-five (75) days. Integrate will provide notice to Seller of the pending pause or suspension. Should Seller’s access to the Marketplace be suspended or paused, Seller may request that Integrate.com reactivate their account access. Integrate.com has complete discretion to accept or reject Seller’s request.
This Agreement and all incorporated agreements may be automatically assigned by either Party to a third party in the event of an acquisition, sale, merger, or assignment of all or substantially all of the assets and business of either Party to the assignee.
24. RELATIONSHIP OF PARTIES; EXCULSIVITY; NOTICE
24.1 The Parties to this Agreement are independent contractors and no joint venture, agency, partnership or employer-employee relationship is intended or created hereby.
24.2 This Agreement is non-exclusive to either Party and each Party has the right to enter into similar agreements with other third parties.
24.3 Any notice to Seller under this Agreement shall be sent to the address set forth in Seller’s account in the Marketplace by facsimile, mail, electronic mail (email) or express delivery service and deemed given upon receipt.
25. GOVERNING LAW; SEVERABILITY; WAIVER
25.1 This Agreement shall be treated as though it were executed and performed in Phoenix, Arizona, and shall be governed by and construed in accordance with the laws of the State of Arizona (without regard to conflict of law principles). You agree that any legal action or proceeding between Integrate.com and You permitted by the arbitration provision herein shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Phoenix Arizona. Any cause of action or claim You may have with respect to this Agreement or Integrate.com must be commenced within six (6) months after the claim or cause of action arises or such claim or cause of action shall be barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
25.2 If any provision of this Agreement conflicts with any other rule, regulation, or agreement, the terms and conditions of this Agreement shall govern.
25.3 Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions of this Agreement shall remain in full force and effect.
25.4 Either Party’s failure to enforce any provision of this Agreement shall neither be deemed a waiver of such provision nor of the right to enforce such provision. The Parties’ rights under this Agreement shall survive any termination of this Agreement.
26. ENTIRE AGREEMENT
26.1 This Agreement represent the complete, final and exclusive agreement between Integrate.com and You, and supersedes all prior agreements, representations and understandings, between Integrate.com and Seller. This Agreement also supersedes, and either Party will be bound by, any "shrink wrap license" or any "disclaimers" or "click to approve" terms or conditions ("Online Terms & Conditions" or "Terms and Policies") on any website the Parties use in connection with this Agreement now or in the future, notwithstanding the fact that Integrate.com may have affirmatively accepted such terms as a condition in order to access online services. Such Online Terms & Conditions are procedural only to establish Integrate.com in Seller’s system such that the terms of each Party’s participation will be governed by this Agreement.
26.2 To the extent that anything in or associated with the Integrate Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.
26.3 Each of the Parties represent and acknowledge that they have read this Agreement, that they understand the same, that they have entered into this Agreement voluntarily, and that they have had an opportunity to consult counsel of their choosing relative to the obligations undertaken under this Agreement.
27. AGREEMENT TO CONDUCT BUSINESS ELECTRONICALLY
By clicking the Submit button below, You agree to conduct business electronically with Integrate.com.
28. ELECTRONIC SIGNATURE
You acknowledge and agree that by clicking on the "submit" button, or such similar links as may be designated by Integrate.com as a means of accepting this Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCTS AND/OR SERVICES OFFERED BY INTEGRATE.COM. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.