1. The following Clickso Search Acceptable Use Policy ("Search AUP"), our Publisher Terms and Conditions (the "Terms and Conditions"), the Email AUP, the Adware AUP and the Mobile AUP, each of which are expressly incorporated herein by reference, collectively constitute and are referred to herein as the "Agreement". The Agreement is the binding legal agreement between Clickso. ("Company") and you ("You" or "Your"), a user of Company’s website (the "Site") and the Company’s advertising network service ("Service"). You agree to use the Site, the Service, and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, this Search AUP is not an exhaustive recitation of all rules, regulations, standards and legal requirements governing Your conduct:
- as a Publisher (as that term is defined herein below) of Company; and/or
- in connection with Your distribution and administration of marketing campaigns in association with Search Marketing Programs ("Search Marketing Programs").
The Agreement states the minimum standards that You and Your Affiliated Third Parties (as defined below) must adhere to in light of current laws, rules and regulations governing, and industry best practices applicable to, the search marketing. In the event that any state or federal law, rule or regulation governing search marketing, is enacted or amended setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to You and Your Affiliated Third Parties.
2. Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification, and posted notification thereof, shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. This Search AUP applies to and governs Your relationship with the Company in any and all matters associated with the Search Marketing Programs including, without limitation, as an Publisher in connection with your use of Company’s Service ("Publisher"). For purposes of the Agreement, "Publisher" means the individual or entity registering with Company to use the Service and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, in connection with your participation in any Search Marketing Programs. If You do not agree to the terms and conditions contained within this Search AUP and the Agreement in their entirety, You are not authorized to use the Service and/or Site in any manner or form whatsoever in connection with the Search Marketing Programs. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.
3. Where authorized by both Company and the applicable Advertiser(s), the following terms apply to all content created in connection with any and all Search Marketing Programs by Publisher on behalf of such Advertiser(s) ("Search Marketing Content"). Company will allow Search Marketing Content to be used by Publisher in connection with any and all Search Marketing Programs that Publisher participates in where such Search Marketing Content, as well as the marketing practices of Publisher in general, comply with: (a) all applicable federal, state, provincial, foreign and local laws, ordinances, rules, regulations, statutes, court orders, judgments and decrees that govern search marketing and/or communications; and (b) any and all applicable Federal Trade Commission regulations. Compliance with the foregoing shall be determined in the joint discretion of Company and the applicable Advertiser(s). As referenced herein and throughout the Agreement, Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonableness with regards to any conditions set forth herein.
4. Without limitation, the conditions set forth herein shall apply equally to You, Your parent entities, owners, subsidiaries, predecessors and/or successor entities and any agents, officers, directors, employees acting on Your behalf, as well as any of Your affiliates, partners, distributors and/or other third parties with whom You do business while governed by the Agreement (collectively, "Affiliated Third Parties").
5. All Affiliated Third Parties must be approved by Company prior to their assisting You in connection with any Search Marketing Program governed by the Agreement. Company reserves the right to reject Your request to work with any Affiliated Third Parties and may restrict Your right to use any previously approved Affiliated Third Parties at any time and for any reason. You are responsible for ensuring that any and all such Affiliated Third Parties agree, in writing, to terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company upon request by Company. You must also have agreement from all Affiliated Third Parties to fully and completely indemnify Company for all damages arising from their breach of any of the provisions set forth herein and You must have the ability to terminate distribution with or procurement by Affiliated Third Parties immediately. Notwithstanding the foregoing, You shall be solely responsible for any breach of the provisions of the Agreement by Affiliated Third Parties.
6. Search Marketing Content utilized by Publisher in connection with any and all Search Marketing Programs must, at a minimum, comply with, as applicable, the Agreement and all applicable laws. In addition, Publisher must adhere to the following obligations, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:
- Clarity of Disclosures.
- Company strictly restricts the display of potentially misleading terms via Search Marketing Content transmitted by You. Such misleading terms include, but are not limited to "free" and "free-like" language.
- Company strictly forbids the display of terms transmitted by You via Search Marketing Content that represent or imply that an Search Marketing Program is limited to certain geographical areas. (E.g., "Offer only valid to residents of New Jersey.").
- Consistency of Disclosures.
Without limiting any of the foregoing, all Search Marketing Content transmitted by You in connection with a Search Marketing Program must be consistent across that Search Marketing Program: from the Creative to the corresponding landing page(s), confirmation page(s) and/or other web pages that are linked to such Creative so as not to be misleading. Company shall determine, in its sole discretion, the Consistency of Disclosures associated with any Search Marketing Programs.
- Appropriate Search Marketing Content.
Company strictly forbids the display of sexually-explicit materials via Search Marketing Content transmitted by You. No Search Marketing Content may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions. As a Publisher, You represent and warrant that Your Search Marketing Content will not contain objection able content (including, but not limited to, content that is misleading, deceptive, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services or activities). Company will have final approval on all Search Marketing Content.
- Privacy Policy.
You shall conspicuously post a privacy policy on any and all website(s), landing page(s), confirmation page(s) and/or other web page(s) upon which you collect consumer information in connection with a Search Marketing Program. The privacy policy must comply with all federal and state privacy laws and meet the test of reasonable commercial best practices applicable to privacy policies. Your data protection, use and privacy practices must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The privacy policy must be available for viewing via a clickable link. Such link must include the term "privacy" or "privacy policy." - Children.
Company strictly forbids You from transmitting Search Marketing Content to anyone under the age of eighteen (18). Notwithstanding the foregoing, You shall distribute only such Search Marketing Content that complies with all applicable laws dealing with children and marketing including, but not limited to, the Children’s Online Privacy Protection Act ("COPPA"), rules promulgated pursuant thereto and regulations regarding age restrictions for particular products.
- Keyword Bidding.
All keywords purchased by You in connection with an Search Marketing Program must:
- Have some nexus to its corresponding Search Marketing Content so as not to be mis leading.
- As applicable, meet the additional criteria specified by the applicable Advertiser.
- Social Media.
Company strictly forbids the use of social media profiles (e.g., MySpace, Facebook, Tribe) to advertise or distribute Search Marketing Content. This does not preclude You from purchasing keywords which reside on social media websites to advertise and distribute Search Marketing Content.
- Intellectual Property.
- Your distribution of Search Marketing Content in connection with any and all Search Marketing Programs must not:
- utilize any copyright, patent, trademark, trade secret or other similar intellectual property right of any third party without their prior written consent;
- otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; or
- must not result in any consumer fraud, product liability or breach of contract to which You are a party.
- You shall not use Company or its represented Advertisers’ names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Company-identifying information in any part of any Search Marketing Content transmission unless otherwise directed by Company in writing.
- You shall not falsely represent or imply that You are certified by any third-party in any part of any Search Marketing Content transmission. This includes but is not limited to falsely representing that Your website has been "certified by TRUSTe," or falsely representing that You are an "Official Partner" of a brand, a merchant or other corporation.
- A Clear History.
You must have a strong track record of compliance with the terms and conditions of this Search AUP, as well as applicable laws, rules, regulations and industry standards governing the marketing and promoting of consumer goods at all times, both prior to, and after, the commencement of Your relationship as a Publisher. You shall immediately alert Company in the event that any litigation or investigation ensues concerning You, Your parent entities’, subsidiaries’, Your affiliates’ and/or Affiliated Third Parties’ Search Marketing Content practices (regardless of whether such litigation relates to Your relationship with Company).
- Truthfulness.
You must be clear, complete and forthcoming in all statements directed at and concerning Company, its Advertisers and recipients of said Search Marketing Content.
- Violations.
Company will strictly enforce a zero tolerance policy with respect to the publication of Search Marketing Content programs and services, as well as any and all marketing activities associated therewith. Company reserves the right to shut down or disable any program at any point if it appears that a violation of this Search AUP and/or the Agreement has occurred in Company’s sole and absolute discretion.
