ALL CLIENTS (HEREINAFTER "Client"), ACCEPTED AND REGISTERED
IN THE TECHSELECTOR INTERACTIVE ADVERTISING NETWORK PARTNERING PROGRAM (HEREINAFTER
"IAN") AGREE TO COMPLETELY ABIDE BY AND OBEY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
CUSTOM TECHKNOWLEDGY LLC, WITH OFFICES AT 5065 ST. JOSEPHS ISLAND LANE,
VERO BEACH, FL, 32967, (HEREINAFTER "CT") RESERVES THE RIGHT TO SUSPEND OR
TERMINATE THIS AGREEMENT AND/OR WITHHOLD ANY AND ALL DISPUTED PAYMENTS DUE TO ANY
CLIENT THAT VIOLATES ANY OF THE FOLLOWING TERMS AND CONDITIONS OF THE SERVICES
HEREIN:
The parties to this agreement understand and agree to all
the obligations set forth in this agreement, intend to be legally bound, and
agree to all of the following stipulations:
- Agreement Purpose: CT and Client wish to enter into an
agreement whereby the Client will register in CT's TechSelector IAN
Program. Upon CT's acceptance of
the Client into the IAN program, the Client shall receive access to various
proprietary partner tools on CT's website (www.techselector.com). Using said partner tools, Client shall
produce various sections of code which the Client will be allowed to place
solely on its own website(s). When
activated on Client's website(s), the produced code shall display the
Interactive Ad ("IA") displaying the TechSelector System ("TechSelector
system"), a propriety CT-owned system, used to find and display products
for consumers. The format of Client's display accrediting CT shall, upon
request by CT, be submitted to CT for approval prior to appearing on any
website of Client. Through said
produced code, CT shall also provide Client with paid retail price offerings
("Price offerings") for said products within the TechSelector system.
Advertising space shall sometimes be provided within various IA templates.
Visual advertising ("Visual advertising") including but not limited to
banner style advertisements and skyscraper style advertisements shall
always be permitted to be situated around the IA displays and shall be
served at the Client's discretion. Properly integrating and serving said
Visual advertisements shall be the responsibility of the Client. Revenues resulting
from the Visual advertising shall be kept in full by the Client. Revenues collected
by CT that are produced by the Price offerings shall be shared between CT
and the client as stipulated in this agreement in Exhibit A, below.
- Participation and Adherence:
Client must be 18 years or older to participate in the program. Client's participation is dependant on
its consistent and complete conformity with the IAN Regulations and
Guidelines ("Regulations") set forth in Exhibit A hereto. Client may choose to use the services of
the program within any website, provided that every website is owned in
part or in full by the Client and that both the Client and each individual
website meet the requirements of the Regulations under Exhibit A on a
continuing basis. If Client fails to meet any requirements set forth in
this agreement, CT reserves the full rights of canceling and/or suspending
Client's enrollment in the IAN until such time that the Client may exhibit
to CT total compliance with all IAN requirements. In such cases, CT
reserves the right to accept or refuse the Client in question.
- Placement and Service Deliveries: CT will make available to the Client
various TechSelector system Icons ("Icons") which the Client may use on
the Client's own site solely for promotional purposes of the TechSelector
system and its inherent services.
CT brand logos and the logos of its affiliates (and/or) partners
shall be clearly displayed in small form within the IA. These placements shall not be altered in
compliance with the Regulations.
Client shall display all data as it is received from CT. CT reserves sole rights to design,
layouts, content, and placements within the IA display. The Client agrees to fully comply with
the technical and placement regulations as defined under the Regulations.
- Payments and Revenue Share: Revenues
collected by CT that are produced ONLY by Valid Clickthroughs shall be
shared between CT and the Client. Client Revenue Share shall be 75% of
said revenues. Clickthroughs shall be subject to the filtering and
auditing process described in the Regulations before any final monthly
revenue share is distributed. CT shall not be responsible for any payments
to Client until payment has been collected from CT's affiliates and/or
advertisers. Each month, CT shall send a check to Client for revenues
produced. CT shall issue the check
for any particular month 45 days after the last day of that month. Payment
each month shall only be issued if the Client has produced at least $50
USD in Clickthrough revenue. In the event that the Client produces less
than $50 USD, the amount for that month shall be included in the total for
the following month, and will continue until the end-of-month total for
that Client has reach at least $50 USD.
- Expected Client Requirements:
Client agrees to:
a- Ensure
that any and all IA's are functioning properly on any website owned or
partially owned by the Client
b- Ensure
that the IA's are situated in easily accessible areas within Client's
website(s)
c- Post
some form of Reference to the IA within their website at least once
monthly. The reference must be located
within any prominent posting areas on the Client's website. The Reference can
be in the form of, but not limited to, simple text links, short or long
explanations and descriptions of the services, or information on the IAN
service itself/ CT. This posting shall
not promote or solicit Clickthroughs directly, but is only intended to remind
Users that the IA along with its inherent service is available to them.
d- Not
coerce or solicit Clickthroughs directly or through any means which could be
construed as misleading, deceiving, or in any way other than through Reference
to the IA.
e- Not
use the IA, its content, design, or any part of the IAN services for any other
means than is intended by this agreement.
f- Not
cache, save, store, or redirect any data/information inherent in the IA or any
of its display components.
g- Take
all reasonable precautions to disallow Bots and Spiders from initiating
Clickthroughs or the IA itself. Client
shall inform CT of any and all of the IP addresses of such entities known to
client which utilize Bots and Spiders so that CT may block these IP
addresses.
h- Allow
CT full discretion without protest to block any IPs from using the IAs.
i-
Responsibly and consistently maintain its own
website(s) including but not limited to all content, materials, operations and
functions, IAs
j- Client
will advise any Users that complaints, suggestions, comments, or other
communication concerning the IAs should be directed to CT at info(at)techselector.com
- Prohibited Use: Client shall not
encourage or knowingly authorize any third party to:
a-
generate unauthentic Clickthroughs by means including but not limited to repeated
manual clicking, software-assisted clicking such as robots, querying tools, or
other types of software
b-
test the IAN reporting systems by initiating
Clickthroughs on its own website
c-
change, modify, manipulate, filter, replicate, or
insert data into the IAN displayed data, including but not limited to product
data, price offerings, text, templates, images or other IAN display components
in any way.
d-
Feature the IA on broken or error pages. In the event that the Client learns of a page
being broken or with errors, the Client shall have 48 hours to remedy any such problems. If the Client does not comply by remedying
the problem(s), CT reserves the right to suspend and/or cancel the Client's
enrollment in the IAN.
e-
Interject or interrupt the link between the IAN and
any Advertising retailer's website using any type of foreign advertising or
content display.
f-
Feature the IA(s) on any website with hate or
violence-related materials, materials that compromise the integrity of the
TechSelector system and/or CT, materials that are defamatory in nature towards
the TechSelector system and/or CT, pornographic materials, or any other
materials which Client would not wish to be featured in connection with
Client's own business operations.
g-
Share, distribute, or disclose any statistical,
revenue-related, or IAN account-related information with any third party.
h-
Violate the IAN Regulations and Guidelines which
shall be posted on the TechSelector.com website, knowing and fully
understanding that the IAN Regulations and Guidelines may be revised in various
ways occasionally.
i-
Include the IA within any automated or manually
generated emails or in any types of marketing that could be construed as "spam"
j-
Display any Visual advertising that may be
construed as pornography, hate-related materials, violent materials, or
materials that may be defamatory to CT or the TechSelector system
- Rights and Ownership: Both Client
and CT retain full ownership of and control over their own Logos,
Branding, content and other tangible and intangible assets. Nothing in this agreement shall be
interpreted to signify a partnership involving mutual ownership in each
others company, websites, services, logos, branding, content, or any other
tangible or intangible assets. Client agrees to allow CT to collect and
store for its own purposes, information on the Client, information
pertaining to the Client's IAN account and its website(s) information,
including statistics and revenues information. Client agrees to a permit CT a limited
licensing to use its brand name, logo, and/or company name in marketing
materials, promotional displays, customer listings, and for CT's own
internal uses.
- Referral Revenue Program: CT
offers a Referral program to Clients whereby the Client may post Referral
Links to the Registration page on CT's website www.techselector.com. Clients are given credit for a referral
when a new Client navigates through said link and completes the
registration process. CT shall
track the referred Clients and allocate a share of CT's revenue from those
specific accounts to the appropriate referees' accounts. The referee of a new Client shall
receive 5% of CT's PPC revenues from that new Client for a period of one
year. Valid referrals must be sent
through the Referral Links. The
Referral Links help to ensure the most accurate tracking. Clients can
promote the TechSelector IAN program anywhere within their web properties
as long as those web properties satisfy the requirements set forth in the
Requirements attached. CT does not
condone Spamming. Clients shall not
be permitted to promote the TechSelector IAN program through unwanted
solicitation/ random blanket marketing practices. Clients shall not
attempt to refer any websites which they themselves own in whole or in
part. A Client is given the option to place IA's on any of its web
properties through its one account.
If the Client has questions pertaining to a particular promotional
action, the Client should email info@techselector.com
first to obtain permission for said promotional action. If a Client is found promoting the
TechSelector IAN in ways not approved by CT, CT reserves the right to
suspend and/or terminate that Client's account and withhold any and all
payments and/or referral revenues payments.
- Termination: Client may terminate
this agreement and/or cease their participation in the TechSelector IAN at
any time. The terms and conditions of this agreement are pursuant to the
Client's participation in the TechSelector IAN. Participation shall be deemed as
displaying TechSelector IAN materials in whole or in part. CT reserves the right to suspend and/or
terminate this agreement at any time in its sole discretion. Clients which generate poor results
including but not limited to no Clickthroughs within a period of one
month, Conversion Ratios of less than 1%, violation of any Regulations
shall be particularly at risk for termination. Client shall remove all TechSelector IAN
materials from its website(s) upon termination of participation in the
TechSelector IAN and/or upon termination of an account as initiate by CT
for its own reasons. Client may have several websites under the same
account. Upon termination, Client
shall ensure that TechSelector IAN materials are removed from all
websites. CT reserves the right to
withhold any payments due to the Client in the event that CT terminates
the Clients account for various reasons.
Should a Client receiving referral revenues terminate its
participation in the TechSelector IAN program, or have its account terminated
by CT due to breach of the Regulations, CT shall not be liable for
continued Referral payments to the Client.
Should the Client's participation in the TechSelector IAN be
terminated, the following clauses shall survive the term of this
agreement: 8, 9, 10,
- Confidentiality: Client shall be
given access to various forms of confidential information during the term
of its participation in the TechSelector IAN. The Client shall not
disclose or cause to be disclosed confidential information without express
written permission from CT.
Confidential information shall include but not be limited to account
revenues, statistical data, Clickthrough rates, and/or any performance
within the TechSelector IAN program, software, application coding and
programming, TechSelector system workings and technical requirements, and
/or any writing and correspondence designated and labeled by CT to be
confidential.
- Warranties: CT makes no warranties
on the accuracy of information found in the TechSelector system. CT makes no guarantees of the
TechSelector IAN performance forecasts, of the TechSelector System
performance, uptime, or of any Clickthrough rates, conversion ratios, page
view numbers, revenues, or of any other part of the system.
- Indemnification: Client agrees to indemnify and hold
harmless CT and all of its officers, agents, directors, affiliates, third
party partners, advertisers, syndication entities, consultants, suppliers,
buyers, or other affiliated parties from any and all liabilities, claims,
third party claims, directly or indirectly related losses, or other
liabilities resulting from legal actions including but not limited to
legal fees, settlement payments and amounts, fees that may be in any way
directly or indirectly related to this agreement or the Client's
participation in the TechSelector IAN program. Such indemnity shall extend to any use
of Client's website or functionality and any third party website. Client agrees to indemnify and hold
harmless CT and all of its officers, agents, directors, affiliates, third
party partners, advertisers, syndication entities, consultants, suppliers,
buyers, or other affiliated parties from any direct or indirect claims
arising from misuse of the TechSelector system, system faults,
inaccuracies and subsequent loss of revenues, good will, or other tangible
or intangible expense directly or indirectly related to the TechSelector
IAN and/or the TechSelector System.
- Limited Liabilities: Under no
circumstances shall either party be liable to the other under this agreement
for any and all extra, exemplary, punitive, or other damages. Any and all damages paid by CT to the
Client for any reason shall not exceed the aggregated amounts of revenues
from the previous three months. CT and Client agree that any claim shall
be brought to the attention of the other immediately. Claims shall become void and shall not
be actionable after one year from the date of the event producing said
claim.
- Miscellaneous: This agreement
encompasses the entire scope of the relationship between CT and the
Client. This agreement shall be governed by the laws of Florida. Should any provision or
section of this agreement be deemed unenforceable, that section shall be
revised to reflect the intentions of CT and the Client, and all other
provisions and sections of this agreement shall remain active and legally
binding. This agreement shall supersede any previous correspondence,
written or verbal in nature. Client may not alter this agreement. Client agrees that CT may alter this
agreement from time to time.
- Electronic Signature: Client
agrees and fully understands that by checking the box labeled "I
understand and accept the terms and conditions of the TechSelector IAN" on
the registration page, the Client has given accurate information, is at
least 18 years of age, is able and authorized to take such action as to
legally bind the individual, company, or other entity to be enrolled in
the TechSelector IAN program, and that the Client fully intends to take
said action. Client understands
that by checking said box, the Client and/or the individual, company, or
other entity represented within the registration information inputted by
the Client enters into a fully active and legally binding contract. Client firmly waives any rights it may have
and/or agrees to require only non-electronic records for the purposes of
this electronic signature.
Exhibit A: IAN Regulations
and Guidelines
Client agrees to comply with the following regulations and
guidelines.
CT reserves the right to refuse enrollment into the IAN for
any reason. CT reserves the right to
suspend and/or terminate enrollment in the IAN for any Client that violates any
of the Regulations herein.
Accounts: IAN
accounts are non-transferable. Clients
may not assign, sell, or otherwise transfer any and all information or services
pertaining to, or ownership of IAN accounts.
Clients may register for only one account at any given time. Within one account, the Client may sub
register an unlimited number of websites on which it would like to display TechSelector IA's. Each Website on which the Client chooses to
display the TechSelector IAN, must adhere to these IAN Regulations and
Guidelines.
Price Offerings:
The Price offerings shall not be tampered with or changed in any way by the
client. There shall always be at least
three Price offerings shown for the same product whenever individual Price
offerings are displayed.
Conversion Ratios:
IA on Client's website(s) must produce qualified, genuine Clickthroughs. Clients found to have less than a 1%
Conversion ratio may be notified and given 10 days to remedy the Conversion
ratio insufficiency at CT's sole discretion.
Clickthroughs
Auditing Process: CT and or its partners/affiliates shall not be liable to
the Client for revenues produced from invalid Clickthroughs which are or
seemingly are produced by any person, automated clicking tools including but
not limited to software, robots, or querying tool. Said invalid Clickthroughs shall SOLEY be
determined by CT and or its partners/affiliates. CT and or its partners/affiliates will
perform end-of-month Clickthrough Audits of the Clickthroughs in order to
determine the number of true Valid Clickthroughs.
Placements: The
TechSelector IA's shall be placed in prominent areas of the Client's
website. IA's shall not be placed on
pages with broken links, on error pages, or other non-prominent pages. IA's may be embedded or fold out over the
Clients page from an icon. Client may
not manipulate placements or any other portion of the IAs.
Copyright: CT
reserves all rights to content, technical information, and the TechSelector
System and therefore all content, including copyright or any other rights, both
in the TechSelector IA's and on CT's website www.techselector.com is owned
exclusively by CT.
Language: The TechSelector
IAN is only offered in English at this time.
CT may eventually offer the TechSelector IAN in different languages
however we would ask that partnering sites be predominantly English at this
time.
Invalid Clickthroughs:
Clickthroughs are only valid when they are initiated by a human User who is
legitimately browsing the Client's website and is genuinely interested in
purchasing a product displaying in the TechSelector IA Price Offerings. The Client cannot solicit or cause to be
solicited Clickthroughs in any way. The
Client must also retain a 1% conversion ratio of Clickthroughs to actions of
purchasing. Low percentages will result in lower payments to the Client.
Site Content,
functionality, Service: The Client must regularly update and properly
maintain the website on which TechSelector IA's will be displayed. Upon written notice by CT, Clients shall have
a grace period of 48 hours to fix broken links or error pages within the
website. If these repairs are not made
in a timely fashion it shall be considered a breach of these regulations.
Update
Acknowledgement: The Client understands and agrees that CT may make
adjustments or revisions to this agreement at its sole discretion from time to
time. The Client shall check the Terms
and Conditions displayed on CT's website, www.techselector.com,
often to ensure that it is agreeing to be bound by all of the terms and conditions
of the most current Regulations displayed there.
Definitions:
"CT": Custom TechKnowledgy LLC
"Client": The person who has willingly filled in the
Registration information, read this agreement in full and agrees to be legally
bound by it, checked the box labeled "I agree to all the terms and conditions"
"IAN": The TechSelector Interactive Advertising Network,
providing a robust revenue solution for websites including but not limited to
Blogs and Content-specific Websites.
"IA": The Interactive ad displayed on a Client's website.
"Clickthrough": Clickthroughs are initiated when a User
clicks on a Price offering with potential intent to purchase the specific
product the Price offering is display for.
"Invalid Clickthrough": Fraudulent Clickthroughs initiated
by any person, automated clicking tools including but not limited to software,
robots, or querying tools.
"Valid Clickthrough": A Clickthrough initiated by a true
User with genuine interest in the product for which the Clickthrough is
associated.
"Clickthrough Audit": The auditing process which CT and or
its Partners shall conduct in order to filter out invalid Clickthroughs.
"Conversion ratio": The number of Clickthroughs that result
in a purchase divided by the total number of Clickthroughs
"User": Any human patron browsing on the Client's website(s)
"Techselector system": The proprietary applications designed
and constructed by Custom TechKnowledgy LLC which help consumers understand,
choose, and purchase products.
"Price Offerings": Paid retail offerings for specific
products
"Advertising retailer": An advertiser who's Price offering
is displayed within the IAN
"IA": The Interactive ad that displays on the Client
website(s) consisting of the TechSelector system and Visual Advertising space
"Regulations": The IAN rules of conduct and use of the
TechSelector IAs. These shall govern the
conduct of its use and shall be subject to revisions from time to time.
"Visual Advertising": The advertising in visual form
displayed as but not limited to banner advertising, skyscraper
advertising. Visual advertising is
permitted to be controlled by the Client and served around the IA.
"Client Revenue Share": The percentage of PPC revenues
collected by CT each month and paid to Client. Said percentage for which is
determined by clause 4 of this agreement.
"Referral Program": A program where Clients may post a Referral
Link, provided to them by CT, on their web service, website, blog, or other
online presence owned and operated by that Client directly to the Registration
Page. When a new prospective Client is
registered after having navigated directly to the registration page through
that Referral Link, the referring Client shall receive a share of CT's revenue
on that new referred Client.
"Referral Link": The
link provided by CT to Clients participating in the Referral Program for the
purposes of tracking those new Clients referred by that referring Client.
"Registration Page": Page on CT's website www.techselector.com where prospective
Clients can apply to be registered in the TechSelector IAN program.
By Checking this box, I acknowledge that I have read, understand, and agree to the terms and conditions.