TERMS & CONDITIONS

The following Terms & Conditions shall govern the Publisher’s usage of the network owned and operated by Global Agora, LLC. d/b/a The Keller Network, and all business dealings between the parties.  Publisher should carefully read the following Terms and Conditions.  By clicking below and by continued use of the site, the Publisher and any employees, agents or contractors of Publisher, hereby agree to be bound by and to act according to the following:

Definitions:

“Global Agora, LLC., d/b/a The Keller Network,” “The Keller Network” or “Company,” means the company, it’s employees and officers, and “The Network.”

“Publisher,” “you,” or “yours” means the person, persons or entity that holds an account with the Company to distribute advertisements via any method of the Network Advertisers.  The term Publisher is commonly referred to in the industry as “Affiliate.”  Terms referencing “Publisher” or “You” apply equally to Publisher’s employee, agents and contractors.

“Advertiser” means the person, persons or entity that holds an account with the Company  to acquire “Leads/Actions” or “Sales” from the Company’s Publishers.

“Leads/Actions” means the completion of all necessary steps by the consumer, as deemed by the “Advertiser,” so that the “Advertiser” may acquire the consumer's business, as a direct result of the actions of the “Publisher” directing the consumer to do so.

“Sales” means the purchase of a product of the “Advertiser” by a consumer as a direct result of  the actions of the “Publisher” directing the consumer to do so.

“The Network” means the network equipment, IP Addresses, databases, software programs and domain names (i.e. www.thekelleranetwork.com, www.affiliate.kellernetwork.com) belonging to the Company.

Minimum Age.  YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THIS SITE OR SIGN UP AS A PUBLISHER.  By signing up as a Publisher you attest that you and your employees, agents and contractors are at least 18 years of age.

Payment.  Publisher will be paid based on the terms of each individual campaign.  Publisher will have 7 days to dispute the accuracy of any payment, such dispute must be provided to the Company in writing.  Final determination of revenue amounts generated by Publisher will be at the sole discretion of the Company.  Publisher acknowledges that Company is only acting as an agent of the Advertiser and Publisher agrees that Company is not responsible for payment of any commissions due to Publisher in the event that the Advertiser withholds or refuses payment. The Company agrees to use reasonable means by which to seek payment from Advertiser and in the event payment is not received the Company agrees to provide reasonable assistance to the Publisher in obtaining the payment from Advertiser.   Publisher agrees that in the event the Advertiser does not pay the Company the Publisher’s sole recourse will be against the Advertiser

Tracking.  All reporting of actionable events, including leads, clicks, actions or sales shall be based on the Company’s tracking and reporting system.  Publisher’s must insert Company’s tracking code or pixel as directed in order to have their events tracked and paid.  Where website integration tags are inserted in an advertisement Publisher agrees not to alter or remove such tags.

Collection and Use of Personal Information. If Publisher chooses to provide information to Company through this online registration, Publisher may be asked to provide your name, company name, physical address, billing address,  telephone number, facsimile number, e-mail address, website address, tax payer ID number or social security number,  billing or payment information, and other identifying information.  Company may share your personal information which you provide with our affiliates, advertisers, outside accounting firms, legal counsel, state and federal tax services and any government or law enforcement agency that requests such information.  Publisher’s personal information is necessary for Company to provide you access to and use of our network.  

Disclaimer of Warranty.  To the extent permitted by applicable law, THE COMPANY  DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, OF NONINFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARDS TO THE PUBLISHERS USE OF THE NETWORK OR ANY AGREEMENT ENTERED INTO WITH PUBLISHER.  No employee, agent, dealer, or contractor of Company is authorized to modify this limited warranty, nor to make any additional warranties. 

Limitation of Liability.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR (a) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH PUBLISHERS MEMBERSHIP IN OR USE OF THE NETWORK, SUCH CLAIMS BEING EXPRESSLY WAIVED; (b) FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE PROVISION OF THE NETWORK; (c) CLAIMS BY THIRD PARTIES THAT PUBLISHER HAS VIOLATED ANY LAWS OR RIGHTS OF THIRD PARTIES, PUBLISHER AGREES TO INDEMNIFY THE COMPANY FROM ALL SUCH CLAIMS (d) OR FAILURE IN PERFORMANCE OF THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO, WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD, LAWS, REGULATIONS, ACTS OF THE GOVERNMENT, ACTS OF OTHER THIRD PARTIES, AND SIMILAR OCCURRENCES.  In the event the Company  is found liable for any act or inaction pursuant to these Terms and Conditions are the dealings between the parties; the Company’s total cumulative liability for such breaches, losses, and injuries shall be the lesser of the actual value of the damages or losses caused to the Publisher but in no event shall this amount exceed the total revenue due to Publisher at the time of the breach, loss or injury.

Publisher Warranties and Representations

Publisher hereby warrants and represents that:

A. Publisher will comply with the following procedures to allow a recipient to request not to receive future commercial electronic mail messages (the “Opt-Out Procedures”): (1). Publisher will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (a) a recipient may use to request not to receive future commercial electronic mail messages from Advertiser at the email address where the message was received; and (b) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message; and (2). If a product, service or Internet site of Publisher's is advertised or promoted by the message, then Publisher will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that (a) a recipient may use to request not to receive future commercial electronic mail messages from Publisher at the email address where the message was received; and (b) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message.

B.  If a recipient makes a request using a mechanism provided pursuant to Section A, not to receive some or any commercial electronic mail messages from Publisher, then Publisher (I) shall not initiate, assist, or cause any person to initiate or assist, the transmission to the recipient, more than 10 business days after the receipt of such request, of a commercial email message that falls within the scope of the request; and (II) shall not sell, lease, exchange, or otherwise transfer or release the email address of the recipient (including through any transaction or other transfer involving mailing lists bearing the email address of the recipient) for any purpose other than compliance with any Federal, State, or local law, statute, regulation or ordinance.

C.  Publisher will not access any computer without authorization, and intentionally initiate the transmission of multiple commercial electronic mail messages from or through such computer to accomplish any email broadcast for the Network;

D.  Publisher will not use a computer to relay or retransmit multiple commercial electronic mail messages, with the intent to deceive or mislead recipients, or any Internet access service, as to the origin of such messages to accomplish any email broadcast for the Network;

E.  Publisher will not take any actions to falsify the header information in any commercial electronic mail messages, including but not limited to the inclusion of header information that (A) includes an originating email address, domain name, or Internet Protocol address the access to which was obtained by means of false or fraudulent pretenses or representations, (B) fails to identify accurately a computer used to initiate the message because Publisher knowingly uses another computer to relay or retransmit the message for purposes of disguising its origin, or (C) is altered or concealed in a manner that would impair the ability of any person or  Internet access service processing the message on behalf of a recipient, to identify, locate, or respond to Publisher or Advertiser or to investigate the alleged violation, or the ability of a recipient of the message to respond to Publisher or Advertiser, and intentionally initiate the transmission of such messages to accomplish any email broadcast for the Network;

F.  Publisher will not register any electronic mail or online user accounts using information that materially falsifies the identity of the actual registrant and intentionally initiate the transmission of multiple commercial electronic mail messages from any combination of such accounts or domain names to accomplish any email broadcast for the Network;

G. Publisher will not falsely represent itself to be the registrant or the legitimate successor in interest to the registrant of any Internet Protocol addresses and intentionally initiate the transmission of multiple commercial electronic mail messages from such addresses to accomplish any email broadcast to the Network;

H.  Publisher will not falsify or forge any electronic mail transmission information or other routing information in any manner to accomplish any email broadcast to the Network;

I.   Publisher will not take any actions, including but not limited to the inclusion of a subject heading that is misleading about a material fact regarding the contents or subject matter of the message, to falsify the subject heading in any messages that are part of any email broadcast for the Network;

J.  Publisher will not take any actions to alter any message transmitted for the Network in a manner that would prevent that message from containing (I) a clear and conspicuous identification that the message is an advertisement or solicitation; (II) a clear and conspicuous notice of the opportunity to decline to receive further commercial electronic mail messages from Publisher or Advertiser; and (iii) a valid street address;

K. Publisher will not display on their website nor disseminate material including, but not limited to, that which is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property or is in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, terrorism or other criminal activity; that could give rise to civil liability; that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups; that contains an unauthorized download to the end-user’s computer; that is software pirating; hacking or phreaking; that is in violation of the CAN SPAM ACT; is SPAM; that is in violation of any state or federal laws; or that appears or purports to be from someone other than the Publisher or that impersonates another person or entity.  Publisher represents and warrants that Publisher's website, advertisement and link comply with all applicable laws.

L Publisher will not participate in any spoofing, redirecting or trafficking from other websites in order to gain traffic. 

M. Publisher will comply with all state and federal laws regarding solicitations to minors and will only include age appropriate materials in any emails or websites targeted for minors.

N. Where advertisements are posted on Publisher’s website or where links to Publisher’s website are provided, Publisher will have a fully functional website, “under construction” sites are prohibited; that displays actual content and is not just a list of advertisements or links; that has a detailed privacy policy which clearly informs the consumer what perosnal information is collected and how that information is used and gives an option to opt-out of the use of personal information; does not make any unsubstantiated claims and that does not appear or purport to be the website of the advertiser or Company.  Publisher will comply with all laws regarding the use of testimonials and endorsements and will have appropriate disclaimers posted on their websites.

O. Publisher agrees that Publisher will comply with all provisions of the CAN SPAM ACT in any dealings with or for the Company. Publisher represents and warrants that Publisher's advertisement and link comply with the applicable law, regulation, and that Publisher holds the necessary rights to permit the use of any advertisement or link and that the use, reproduction, distribution, or transmission of any advertisement will not violate any laws or any rights of third parties. Publisher agrees to indemnify and hold harmless the Company from any and all liability, including reasonable attorney's fees and expenses incurred by the Company as a result of Publisher's breach of any of the foregoing representations or warranties. Publisher further agrees that the Company may terminate Publisher's use of the Network at any time, and without prior notice, if the Company determines that Publisher is in violation of this Agreement or the CAN SPAM ACT. 

No Incentivization.  Publisher agrees not to use incentivized traffic or incentivized ad placement, or to provide any incentive to the recipient of an electronic advertisement for any purpose including to induce the recipient to initiate an action, click on an ad or make a purchase. Incentives includes money, prizes, virtual currency, point systems and any other form of remuneration.

Suppression Lists.  Publisher agrees to immediately scrub its data against all suppression lists, if any, which are provided by the Company.  

Non-Solicitation. Publisher, its publishers, employees, representatives, and Publishers hereby covenant and agree that they will not solicit business directly or indirectly from any of the Company ’s Advertisers.  Furthermore, the Publisher will not solicit business directly or indirectly from any other customer of the Company which the Publisher knows or has reason to know is a current or prospective customer of the Publisher.  During any and all communications and interactions with any Advertisers of the Company the Publisher agrees not to represent to the Advertiser that the Advertiser should or could discontinue its relationship with the Company and deal directly with the Publisher. Additionally, during the course of its relationship with the Company and for a period of eighteen months after termination of the relationship, the Publisher agrees that it will not directly or indirectly solicit future business from the Advertiser not in conjunction with the Company without the Company’s prior written consent.

Indemnification, defense and notification.   Publisher further agrees that it will defend and hold harmless the Company, its directors, officers, employees, advertisers, affiliates and customers (collectively, the “Covered Entities”) from and against any and all claims, actions or demand brought by or against the Company and/or any of the Covered Entities alleging: with respect to the Publisher’s business: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; or (c) spamming, or any other offensive harassing or illegal conduct or violation of the CAN SPAM ACT OF 2003.

Publisher hereby agrees to indemnify the Company and each Covered Entity from and against all damages, costs, and fees awarded in favor of third parties, and Publisher will indemnify and hold harmless the Company each Covered Entity from and against all claims, demand, liabilities, losses, damages, expenses and costs (including reasonable attorney fees) (collectively, “Losses”) suffered by the Company and each Covered Entity which Losses result from or arise out of Publisher’s use of the Network and/or operation of Publisher’s business.

Publisher will provide the Company with prompt written notice of each any claim of which Publisher becomes aware which may affect the Company’s interests.

Relationship of Parties.  Company and Publisher are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Publisher. Neither Company nor Publisher will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

Copyright.  All content on this Website, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code,  and the compilation of all content on this site, as well as all software used on this site is the property of Company, its affiliates, or its content suppliers, and is protected by United States and international copyright laws.  For the purpose of these terms and conditions of use, the term “affiliates” means any entity or person, directly or indirectly, owning a controlling interest in, or under common ownership control with, Company, or any entity or person in which Company, directly or indirectly owns a controlling interest in.  Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Website without the express, written consent of Company. 

Trademarks. The registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of Company or its affiliates may not be used in connection with any business, product, or service whose source is no Company, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits Company or any of its affiliates.  All other trademarks, service marks, trade names, and logos not owned by Company or its affiliates that appear on the Website are the property of their respective owners, who may or may not be affiliates with, connected to, or sponsored by Company or its affiliates.  Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin of Company or its affiliates displayed or contained in the Website without the express, written consent of Company or its affiliates

License and Site Access. Company grants Publisher a nonexclusive, nontransferable, limited right and license to access and make use of this website, the Network software and the material provided hereon, provided that Publisher fully complies with all Terms and Conditions.  Publisher agrees not to download (other than page caching) or modify this website or software or any portion of it.  This license does not include any derivative use of the website or its contents or software; any downloading or copying of account information or software for the benefit of anyone other than the Company; or any use of data mining, robots, or similar data gathering and extraction tools.  The website or any portion of the website may not be reproduced, duplicated, copied, sold, or resold.  Publisher may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including, without limitation, images, text, page layout, or form) of Company or its affiliates without its or their respective express, written consent.  Publisher may not use any metatags or any other “hidden text” utilizing Company’s or its affiliates’ name or trade names, trademarks, or service marks without the express, written consent of Company.  Any unauthorized use terminates the permission or license granted by Company.

Confidentiality.  Publisher agrees not to disclose to any third party any website content contained in any section of this website that requires a username and password with which to access it.  Publisher further agrees not to disclose to any third party the specific offers and advertisements which are displayed on the Network, nor the type, nature, or profitability of those offers.   Publisher is responsible for maintaining the confidentiality of their account and password, and Publisher agrees to accept responsibility for all activities that occur under their account or password.  Publisher agrees to notify Company immediately of any unauthorized use or access of the website of which they are aware. Publisher acknowledges that during the course of its relationship with the Company, Publisher may have access to confidential business information of the Company, its advertisers, clients and other publishers and agrees to maintain the Confidentiality of that information during the term of this Agreement and for a period of three years following termination of this Agreement.

Termination. If Publisher materially breaches these Terms & Conditions, solicits any of the Company’s Advertisers, violates the CAN SPAM ACT, violates any regulation, law or government mandate, or infringes on any right of third parties, the Company may immediately terminate Publisher’s right to use the Network immediately and without any additional notice.  The Company reserves the right to terminate, with or without cause, Publisher's right to use the Network immediately and without any additional notice.  The Company will promptly pay any monies due to Publisher minus any monies incurred, or revenues lost due to Publisher’s breach.

Entire Agreement and Amendments.  This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement concerning the use of the Network. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement.  No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. Whenever a term defined by the Uniform Commercial Code is used in this Agreement, the definition contained in the code is to control.

No Assignment.  Publisher may not assign this Agreement or any rights hereunder without the express written consent of the Company.  This Agreement is binding on the parties respective successors and permitted assigns.

Severability.  If a court or arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.

Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure. No claim or right arising out of the breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.

Attorney Fees.  In any action brought to enforce any provision of this Agreement, the losing party shall pay the prevailing party’s reasonable attorney fees and costs.

Governing law. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by and construed according to the laws of the State of California.  

By clicking the “Submit” button below, Publisher acknowledges that they have read this Agreement, understands it, and agrees to be bound by and to honor the above Terms and Conditions.  Please print a copy of this Agreement for your records.

Updated 6/15/2010