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Publisher Compliance Policies

CPA Publisher Terms & Conditions

  • Clickbooth.com Publisher Terms and Conditions


    The following Terms and Conditions (“Terms and Conditions”), together with any and all applicable Acceptable Use Policies (“AUP” and together with the Terms and Conditions, the “Agreement”), set forth the terms and conditions which shall govern the relationship between Clickbooth.com, LLC, its affiliates and subsidiaries (collectively "Clickbooth") and you as a publisher ("You" or ”Publisher”) using the advertising service (the “Service”) offered through the Clickbooth network (“Clickbooth Network”) located at www.clickbooth.com (the “Site”). You and Clickbooth may also be individually referred to herein as a "Party" and collectively as "Parties." You agree to use the Site, the Service and any additional products and/or services offered by Clickbooth only in accordance with the Agreement. Clickbooth reserves the right to make changes to the Site, the Service and the Agreement at any time and without prior notification. The latest Agreement will be posted on the Site. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for updates and/or changes. For purposes of the Agreement “Publisher” includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Clickbooth to use the Service. If You do not agree to the Terms and Conditions in its entirety, You are not authorized to: (a) register as a Publisher; (b) use the Service; and/or (c) use the Site, in any manner or form whatsoever.

    1. Clickbooth Network. The Clickbooth Network enables Publishers to apply for and, upon approval by Clickbooth, have an opportunity to earn Bounties (as that term is defined below) through participation in various advertising campaigns (“Programs”) offered by Clickbooth or its third party advertisers (“Advertisers”) in accordance with the Agreement. The terms and conditions of any and all Programs (each, the “Program Terms”) shall be posted on the Site. Clickbooth may, at its sole discretion, refuse to register You as a Publisher and/or terminate Your participation in any Program at any time for any reason.


    2. The Site and Service. Clickbooth posts offers and associated creatives (“Creatives”) on the Site in connection with the Programs. Approved Publishers shall be permitted to download the Creatives: (a) for publication on Publisher’s website and/or any other website published with, owned, operated and/or controlled by Publisher (“Publisher Website”); (b) for distribution in email messages sent to those e-mail addresses listed in Publisher’s database and/or any other database affiliated with, owned, operated and/or controlled by Publisher (“Publisher E-mails”) and/or (c) other approved marketing channels. Clickbooth will specify the amount and terms under which You will earn payment (“Bounties”). Bounties are generated from a specified transaction (“Action”) as defined by Clickbooth. Actions include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads. The applicable Action associated with each Program shall be set forth in the applicable Program Terms and, unless otherwise specified, such definition shall only apply with respect to that Program. If You accept a Program, You agree to place that Program‘s Creatives on the Publisher Website and/or in the Publisher E-mails, in accordance with the Agreement and the accepted Program Terms. Clickbooth may, at its sole discretion, change a Program at any time, upon prior notice to You, unless otherwise specified in the Program Terms. Similarly, You may cease participation in a previously accepted Program at any time, unless otherwise specified in the Program Terms. Clickbooth is responsible for displaying and administrating all active Programs and tracking associated Bounties and Actions. Program data compiled by Clickbooth including, but not limited to, numbers and calculations regarding Actions and associated Bounties (“Program Data”), will be calculated by Clickbooth through the use of industry standard tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service and/or Clickbooth Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Clickbooth or which are not reasonably foreseeable by Clickbooth including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Clickbooth will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Clickbooth has no control over the availability of the Service and Clickbooth Network on a continuous or uninterrupted basis. Terms of the Agreement are subject to Clickbooth hardware, software, and bandwidth traffic limitations. Clickbooth’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.
    3. Creatives. Only Publisher Websites, Publisher E-mail distribution lists and other marketing channels that have been reviewed and approved by Clickbooth may be utilized in connection with the Site and Service. Clickbooth reserves the right to withhold, refuse or withdraw approval of any websites, email distribution lists and/or marketing channels for any reason, whatsoever, in Clickbooth’s sole discretion. Notwithstanding the foregoing, Clickbooth’s policies, specifications and/or recommendations with respect to any websites, email distribution lists and/or marketing channels used by You should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists and/or marketing channels comply with applicable law. Clickbooth does not represent or warrant that such policies, specifications and/or recommendations are legally compliant or appropriate. Clickbooth assumes no obligation and hereby disclaims any liability for Your use of and/or reliance upon any such policies, specifications and/or recommendations. You should consult with Your legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations as provided by Clickbooth. Publisher shall not alter, modify or otherwise change the Creatives, or any Creatives-related feature, that it obtains access to in connection with any Program in any manner whatsoever, without Clickbooth’s prior express written consent. Unless otherwise specified in the applicable Program Terms or by Clickbooth, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Creatives shall be made by Publisher. Notwithstanding the foregoing, Publisher must comply, immediately, with any and all requests by Clickbooth to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives. Publisher also shall not run any deactivated Creatives after the Advertiser has posted new Creatives to run in lieu of such deactivated Creatives for the applicable Program. PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVES THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE PUBLISHER’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS NO LONGER AVAILABLE IN THE CLICKBOOTH NETWORK. CLICKBOOTH ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE IN THE CLICKBOOTH NETWORK. In addition, Site integration tags and tracking pixels (“Tags”) included in the Creatives or otherwise incorporated may not be altered under any circumstances. Clickbooth employs a testing system to ensure that You have not removed or altered the Tags. Altering, removing or disabling Tags may jeopardize Your ability to be paid for Actions and would be grounds for immediate termination of Your Publisher account, with or without notice.

    4. Sub-Publishers. Publisher may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. For the purposes of this section, any of Publisher’s business partners or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be a “Sub-Publisher.” Clickbooth reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher as set forth in the Agreement and must comply with all the terms and conditions that are applicable to Publisher under the Agreement and the applicable Program Terms. Publisher is responsible for and shall fully and unconditionally indemnify Clickbooth for any and all actions of any of its Sub-Publishers, including the payment of legal fees and costs if necessary. Further, Clickbooth may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Sub-Publisher(s). Once express approval of a Sub-Publisher has been granted by Clickbooth, notices to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher(s). Publisher agrees that Clickbooth is under no obligation to pay a Sub-Publisher. Clickbooth further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Sub-Publishers breach the Agreement.

    5. E-mail Programs; Suppression Lists. Where use of e-mail marketing is authorized by Clickbooth and/or the applicable Program Terms, the following terms shall apply. Any and all e-mail based Creatives transmitted, as well as any and all e-mail addresses supplied by Publisher: (a) shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”) and any and all Federal Trade Commission implementing regulations; (b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party. Publisher shall cause a valid physical postal address for Publisher and/or the applicable Advertiser, as required by applicable law, to appear in each e-mail Creatives, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery). Clickbooth reserves the right to add such address (es) should Publisher fail to include same, but Clickbooth is in no way responsible for including such address (es) where Publisher fails to do so. In addition, Clickbooth may make available, at a Clickbooth-designated FTP site (“FTP Site”), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Programs transmitted by and/or through the Clickbooth Network for Publisher’s use in connection with applicable Programs. Publisher shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by Clickbooth. If the FTP Site is provided by Clickbooth, and no such e-mail addresses are supplied by Publisher, Clickbooth may conclude that no such addresses exist. The suppression list and login provided by Clickbooth are deemed to be Confidential Information of Clickbooth, as defined herein. Suppression lists may not be used by Publisher for any purpose other than to comply with applicable laws regulating the e-mail transmissions. Publisher agrees to process any unsubscribe requests within five (5) days of being posted at the FTP Site.

    6. Publisher E-mail Lists. All Publisher E-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Publisher (“Publisher E-mail Lists”). Brokering third-party deals to deliver Creatives without disclosing such to Clickbooth is strictly prohibited and grounds for immediate termination, as well as other legal remedies. Publisher is required and agrees to maintain at all times during the term of the Agreement, and for a period of three years thereafter, complete and accurate subscriber sign-up/registration data for every subscriber to Publisher’s Email List(s). Publisher agrees that, within twenty-four (24) hours of Clickbooth’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that Publisher sends a Publisher E-mail to: (a) subscriber email address used to sign-up/register for Publisher’s Email List; (b) subscriber’s IP address; (c) date and time of subscriber’s sign-up/registration for Publisher’s Email List; and (d) location of subscriber’s sign-up/registration.

    7. Payment. You agree to be paid the applicable Bounty rate for each Action verified by Clickbooth as specified by Clickbooth approximately thirty (30) days after the last day of a given calendar month, for Bounties realized in that month. You agree that payment for Bounties will be owed to You from the applicable Advertiser, and that corresponding payments shall be made by Clickbooth to You out of the funds actually collected by Clickbooth from the applicable Advertiser. Clickbooth shall have no payment obligation to Publisher where Advertiser has not remitted sufficient payments to cover the Bounties otherwise due and owing Publisher. Instead, Publisher shall have the right to pursue any and all legal remedies directly against any Advertiser that has not made funds available to pay sums due and owing to Publisher for Bounties earned in connection with a particular Program. All Publisher accounts will be paid in US dollars ($US). Notwithstanding anything contained herein to the contrary, no Bounty payments will be issued for any amounts otherwise due Publisher that total less than Fifty Dollars ($50.00) (“Payment Threshold”). Upon termination of the Agreement, all legitimate moneys due to Publisher that are actually collected from the applicable Advertiser, even amounts below the Payment Threshold, will be paid during the next billing cycle. Every Publisher account must have a unique, valid taxpayer identification number (TIN), valid Social Security Number or other applicable unique government identification. All payments due hereunder shall be in U.S. dollars and are exclusive of any applicable taxes. Publisher shall be responsible for all applicable taxes. An Advertiser may request that Clickbooth, or Clickbooth may on its own initiative, debit from the Bounties otherwise due and owing Publisher an amount equal to a Bounty previously credited to Publisher’s account where: (a) a return or cancellation has been made with respect to the applicable product and/or service; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (c) there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Publisher’s action, omission and/or failure to comply with the terms and conditions of the Agreement; (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or (e) there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Program Terms (collectively referred to as a “Chargeback”). Chargebacks requested by an Advertiser in accordance with this Section 7 may be applied up to sixty (60) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”). An Advertiser may request that the payment of a Bounty be postponed for one (1) payment cycle where: (i) Advertiser is verifying a lead (for Programs in which lead generation is a component of the Action); (ii) Advertiser has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (iii) the applicable Program Terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Clickbooth, shall be final and binding on Publisher.

    8. Fraud. Clickbooth actively monitors traffic, Actions, Bounties and other Program-related activities for potential fraud. If Clickbooth suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation. If You add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by Clickbooth, You will forfeit all of the Bounties related to that Program, and Your Publisher account will be terminated effective immediately. Clickbooth reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the OBLIGATION of Publisher to prove to Clickbooth that it has NOT engaged in fraud. Clickbooth will hold Your Bounty-related payments in "Pending Status" until You have satisfactorily provided evidence that demonstrates to Clickbooth that You have not engaged in fraud. If You are unable to provide Clickbooth with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your Bounties being placed in “Pending Status,” then Clickbooth reserves the right to terminate Your Publisher account and cancel payment on the applicable Bounties, at its sole discretion and without any further obligations to You.

    9. Term and Termination. The Agreement shall commence upon Clickbooth’s acceptance of Your Publisher application and remain in effect until terminated as set forth herein. The Agreement may be terminated by either Party upon three (3) days’ prior written notice. In addition, Clickbooth reserves the right, in its sole and absolute discretion, to terminate a Program and/or remove any Creatives at any time for any reason, upon notice to You. Clickbooth also reserves the right to terminate Your access to the Site at any time with or without notice to You. Termination notice may be provided via e-mail and will be effective immediately. Upon termination, Publisher agrees to immediately remove from its Publisher Website(s) any and all Creatives, Clickbooth Code or other intellectual property made available to Publisher in connection with its performance under the Agreement. The representations, warranties and obligations contained within the Agreement shall remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled.

    10. Compliance. From time-to-time, Clickbooth makes available to its publishers various policies and guidelines designed to reduce fraud and combat consumer deception. The policies and guidelines cover many topics including, but not limited to, e-mail marketing, search engine marketing, lead generation, blog-based marketing and product review websites. Publisher hereby represents and warrants that it: (a) has read Clickbooth’s policies and guidelines, as same are made available at http://www.clickbooth.com/compliance.html ("Policy Web Page; (b) will regularly check the Policy Web Page for updates; and (c) shall comply with any and all such policies and guidelines, as well as updates to same. Failure to comply with the aforementioned policies and guidelines will.

    11. Acknowledgement of FTC and Florida Orders. You acknowledge that you have received, read, and agree to comply with the “Stipulated Final Judgement and Order for Permanent Injunction” entered on November 29, 2012 (the “FTC Order”) and the "Assurance of Voluntary Compliance" entered on November 16, 2012 (the "Florida Order"), warrant that there are no misrepresentations or material omissions in the advertisements, as more specifically set out in the Assurance of Voluntary Compliance, and understand and agree that engaging in acts or practices prohibited by the FTC Order and the Florida Order will result in the immediate termination of this Agreement and a forfeiture of all monies received or owed.


    12. Representations and Warranties. The Parties hereby acknowledge and agree that Publisher is solely responsible for the method by which the Creatives are disseminated You represent and warrant that:: (a) Your Publisher Website contains distinct and legitimate content, substance and material, not simply a list of links or advertisements and that Your Publisher Website serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Clickbooth’s Advertisers or other third party advertisers; (b) Your Publisher Website and/or Publisher E-mails are represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable); (c) Your Publisher Website is not offered as a part of a community-based website personal entry or personal page; (d) Your Publisher Website and Publisher E-mails do not incentivize users to click on Creatives (“Incentives”). Incentives include, but are not limited to, awarding users cash, points, prizes, and/or contest or sweepstake entries; (e) Your Publisher Website is not hosted by a free service and is fully functional at all times and at all levels (no "under construction" Publisher Websites or any sections thereof are permissible); (f) You will not use spawning process pop-ups and exit pop-ups in connection with Your Publisher Website and/or Publisher E-mails; (g) Your Publisher Website features, at a minimum, a privacy policy (“Privacy Policy”) linked conspicuously from such Publisher Website’s home page, with a link that contains explicit language indicating its presence. Such Privacy Policy shall, in addition to the disclosures about Publisher’s privacy practices, identify the collection and use of any information Publisher collects, provides or may provide to Clickbooth and to any Advertiser or other websites or persons with which Publisher has any other arrangement relating thereto. You are obligated to fully comply with the privacy policy posted on the Publisher Website(s) at all times. You shall notify Clickbooth in writing at least three (3) business days in advance of any changes to any applicable privacy policy and shall provide Clickbooth with a revised copy of the affected privacy policy prior to the date that the changes take effect; (h) no images, graphics, links, co-registration paths, pop-ups, pop-unders, copy or process for generating Actions other than the Creatives will be used by You in connection with the Programs without first obtaining the prior written consent of Clickbooth; (i) You will place or use the Creatives only with the intention of delivering valid Actions as determined by, and for the benefit of, the applicable Advertiser; (j) You will not, nor knowingly permit any person to, activate Creatives or inflate the amount of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Action; (k) You will not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any Publisher Website or Advertiser website including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name; (l) You will not violate guidelines of any search engines being utilized; (m) You will not allow the Creatives to be placed on any non-Publisher Website without the prior express written consent of Clickbooth; (n) You will not use any Creatives or any other Program terms and/or content in connection with aggregating, soliciting or recruiting other Publishers, Advertisers, other websites or other persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Clickbooth; and (o) You will not redirect traffic to a website other than the website specifically listed by the applicable Advertiser. You further represent and warrant that the content of Your Publisher Website and Publisher E-mails does not promote, advocate, facilitate or otherwise include any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; (ii) Investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person; (vii) material that impersonates any person or entity; (viii) any indication that any statements You make are endorsed by Clickbooth and/or an Advertiser, without Clickbooth’s and/or Advertiser’s specific prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, etc.); (x); content which is inappropriate or harmful to children; (xi) promotion of terrorism or terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) gambling, contests, lotteries, raffles, or sweepstakes; (xx) any material that violates CAN-SPAM; or (xxi) any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which You operate).

    13. Customer Information; Non-Disclosure. Any and all information submitted by end-user customers (“Customer Information”) in connection with a Program shall be considered proprietary to and owned by Clickbooth. Such Customer Information is Confidential Information (as that term is defined below) of Clickbooth and may not be utilized or otherwise disclosed by You. In addition, You acknowledge that all non-public information, data and reports made available by Clickbooth hereunder or otherwise as part of the Services is proprietary to and owned by Clickbooth. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Clickbooth in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement.

    14. Proprietary Rights. Subject to the Agreement and any underlying Program Terms, Clickbooth grants to Publisher a revocable, non-transferable, royalty free, international license to display on, and distribute through, the Publisher Website, Publisher E-mails and/or other approved marketing channels, the Creatives, and any and all associated trademarks, service marks, tradenames and/or copyrighted material (“Intellectual Property Content”) that Clickbooth provides to Publisher through the Clickbooth Network for the limited purposes of promoting Programs to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Content and other matters related to the Clickbooth Network, Programs, Creatives and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of the Clickbooth Network, Programs, Creatives and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to the Clickbooth Network, Programs, Creatives and/or Site. The availability of the Clickbooth Network, Programs, Creatives and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Clickbooth reserves any rights not explicitly granted in the Agreement.

    15. Limitation of Liability; Disclaimer of Warranty. IN NO EVENT SHALL CLICKBOOTH BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, A PROGRAM, ADVERTISERS’ UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY CREATIVES ON OR THROUGH YOUR PUBLISHER WEBSITE AND/OR PUBLISHER E-MAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF CLICKBOOTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLICKBOOTH’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CLICKBOOTH MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE SITE, CREATIVES, PROGRAMS, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. CLICKBOOTH HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS OR SERVICES AND CLICKBOOTH DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CLICKBOOTH AND PUBLISHER. THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. CLICKBOOTH MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM CLICKBOOTH AND/OR ANY ADVERTISER BY AND THROUGH THE SITE, CREATIVES AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

    16. Indemnity. You shall indemnify, defend and hold Clickbooth, its Advertisers and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys‘ fees) arising out of or related to: (a) Your improper use of the Site, Program, Services and/or any Creatives; (b) any third party claim related to Your Publisher Website, Publisher E-mails and/or Your marketing practices; (c) any third party allegation or claim against Clickbooth and/or its Advertiser(s) relating to a violation of any and all state and federal laws or the laws of Your jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by You on or through the Publisher Website, Publisher E-mails, other marketing channels or otherwise; (e) any claim that Clickbooth is obligated to pay any taxes in connection with payment made to You in connection with the Agreement and/or any Program; (f) breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (g) Your use of the Site, Program, Services and/or any Creatives, in any manner whatsoever. Clickbooth shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys‘ fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the actual Creatives, in unaltered form, as provided in connection with any Program.

    17. Assignment. Clickbooth may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Clickbooth, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in Clickbooth, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Program, without any liability to Clickbooth. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.

    18. Jurisdiction and Venue. The Agreement shall be construed and governed by the laws of the State of Florida, without giving effect to principles of conflicts of law. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Association. Arbitration shall take place in Sarasota, FL. At the request of Clickbooth, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Clickbooth or Publisher and by their respective attorneys and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Clickbooth shall be entitled to an award of its reasonable costs and expenses, including attorneys‘ fees, in any action or proceeding in connection to, arising out of, or under the Agreement. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Clickbooth. To the extent permitted by law, You agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Clickbooth and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys‘ fees and court costs that Clickbooth incurs in seeking such relief. This provision preventing You from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of Your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing You from bringing, joining or participating in class action lawsuits is an independent agreement.

    19. Severability; Non-Waiver. If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

    20. Modification. The Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that anything in or associated with the Clickbooth Network or any Program Terms are in conflict or inconsistent with the Agreement, the Agreement shall take precedence.

    21. Confidentiality. "Confidential Information" means any information disclosed to You by Clickbooth, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Clickbooth; (b) becomes publicly known and made generally available after disclosure to You by Clickbooth other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Clickbooth as shown by Your files and records prior to the time of disclosure. Clickbooth’s Program rates are considered “Confidential Information.” You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Clickbooth‘s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Clickbooth immediately upon Clickbooth‘s request.

    22. Force Majeure. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party.

    23. Miscellaneous. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable or disproportionately large load on the Clickbooth infrastructure. You agree that any unauthorized and/or unlawful use of the Site, Service, Creatives, and/or Programs would result in irreparable injury to Clickbooth for which monetary damages would be inadequate. In such event, Clickbooth shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against You without the need to post a bond.

    24. Ability to Perform. You agree that Clickbooth may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize Clickbooth to obtain credit reports regarding Your business and to require You to provide it with reasonable information regarding Your financial position.

    25. Relationship. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.

    26. Notices. All notices shall be sent to the address submitted by You when You sign up for the Service and, if to Clickbooth, to the address listed in the Contact section of the Site.

CPC Publisher Terms & Conditions

  • CB|CPC STANDARD PUBLISHER TERMS AND CONDITIONS


    PLEASE READ THE FOLLOWING TERMS AND CONDITIONS IN FULL AND VERY CAREFULLY PRIOR TO REGISTERING AS A PUBLISHER, ADVERTISER, OR USER OF CB|CPC. YOUR AGREEMENT TO THESE TERMS CREATES A LEGAL BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND CLICKBOOTH.COM, LLC A.KA. CB|CPC. IF YOU REGISTER FOR THE CB|CPC PROGRAM OR PARTICIPATE IN THE CB|CPC PROGRAM YOU ARE AFFIRMATIVELY STATING AND AGREEING THAT YOU ARE IN AGREEMENT WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED HEREIN. This Agreement (the “Agreement”) is entered into by and between You and Clickbooth.com, LLC (“CB|CPC”). This Agreement shall govern the CB|CPC Network, the CB|CPC Advertising Program (the “Program”) and Your use, agreement, and relationship with CB|CPC, and the Program. The Agreement consists of the CB|CPC Standard Terms and Conditions (the “Terms”), and the CB|CPC Compliance Policies and Guidelines that can be located at http://www.clickbooth.com/compliance.html. “You”, “Your”, or “Publisher” shall be defined as any person or entity identified in the registration and application process (or listed at the time of enrollment), as submitted by the same person, entity, affiliated persons, and/or any agency, representative, or network acting on behalf of such person or entity, such being bound by this Agreement.

    1. PROGRAM. Subject to this Agreement, the Terms, and any and all rules, regulations, policies, or procedures that are developed, modified, or enacted by CB|CPC from time to time, CB|CPC hereby grants you the limited and revocable right of use, access, and participation in the Program. The Program gives users the ability to participate as an Advertiser and distribute campaigns, advertisements, offers, and/or promotional materials across the Internet on various websites for a fee. The Program also gives certain users the ability to participate as a Publisher (website owner), Publishers distribute and/or list advertisements, campaigns, offers, and/or promotional materials on their site for a fee. Participation in the Program as an Advertiser or Publisher is at your own risk.

    2. PUBLISHING. Upon accessing the CB|CPC Network or participating, registering, and/or enrolling in the Program, You affirmatively represent and warrant that You are at least 18 years of age and hereby agree that CB|CPC may serve third party and/or CB|CPC provided advertisements, campaigns, offers, promotional materials, and/or other content, including, but not limited to, sponsored links, images, videos, ad boxes, search results, and/or referral ads (hereinafter collectively referred to as the “Ads”), throughout the world wide web and/or in relation to the Web site(s), media player(s), music player(s), video players(s), video content, music content, mobile content, and/or devices that You designate, or such other properties that may become available to CB|CPC from time to time (collectively referred to herein as “Property” and/or “Website”), and the Atom, RSS, or other feeds distributed through such Website. In order to enroll in the Program and receive payment for displaying Ads, You must have on any Property being utilized a clearly written privacy policy disclosing that third parties may be placing and reading cookies and using web beacons to collect information, such cookie or web beacon being placed on the browser of visitors to the Property. The privacy policy must be strictly adhered to and posted in a location that is easily accessible to all visitors and/or users of the Property. Please advise all users and/or visitors that cookies may be disabled.

    3. IMPLEMENTATION. CB|CPC will provide You with certain specifications, rules, and regulations to be followed and adhered to at all times. CB|CPC may in its sole and absolute discretion amend, modify, or change the specifications, rules, and regulations. Specifications may change to allow for network enhancements, including, but not limited to, code changes, delivery improvements, and optimization of displays, tracking, and reporting of Ads. You shall not alter the code, link, script, programming, pixel, Ad, content, and/or data provided to You by CB|CPC without the prior express written consent of CB|CPC.

    4. PUBLISHER DUTIES. You are solely responsible for Your Website(s) and/or Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of CB|CPC specifications, and adherence to the terms of this Agreement, all applicable laws, rules, regulations, statutes, and ordinances, and any CB|CPC rule, policy, or procedure. You hereby grant CB|CPC the sole and exclusive right to investigate, at its own discretion, any violation, activity, or alleged breach of this Agreement, or any engagement in any activity prohibited by this Agreement. CB|CPC shall not be liable or responsible for anything related to You or Your Websites, including, but not limited to, the receipt and/or collection of data, information, or queries from end users of Your Websites, or the transmission of any information or data between You, Your Website, and CB|CPC. In addition, all Ads are provided on an “AS IS” or “AS AVAILABLE” basis and CB|CPC makes no warranty or representation that such Ads will be available, delivered, or work properly. CB|CPC is not required to notify You of any problems or issues relating to the CB|CPC Network, the Program, or the Ads.

    5. SERVICE. Approved Publishers shall be permitted to participate in the Program and receive served Ads from CB|CPC for publication on Publisher’s Website(s) and/or Property(ies). CB|CPC will specify the amount and terms under which You will earn payment (“Bounties”). Bounties are generated from a specified transaction (“Action”) as defined by Clickbooth. Actions include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads. The applicable Action associated with each campaign and/or Your account shall be set forth in the applicable terms listed on the CB|CPC Network and, unless otherwise specified, such shall be subject to change at the sole and absolute discretion of CB|CPC. If You accept Ads to run on your Website(s), You agree to adhere to any specific polices, procedures, and specifications associated with those Ads, and operate at all times in accordance with the Agreement. CB|CPC may, at its sole discretion, change the Ads or the terms of a campaign at any time, without prior notice to You, unless otherwise specified. Similarly, You may cease participation in the Program at any time, unless otherwise specified in this Agreement or other terms associated with the campaign. CB|CPC is responsible for displaying and administrating the Program and tracking associated Bounties and Actions. Program data compiled by CB|CPC including, but not limited to, numbers and calculations regarding Actions and associated Bounties (“Program Data”), will be calculated by CB|CPC through the use of tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing seven (7) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service and/or CB|CPC Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of CB|CPC or which are not reasonably foreseeable by CB|CPC including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Publisher acknowledges and agrees that CB|CPC has no control over the availability of the Program, Services, and CB|CPC Network on a continuous or uninterrupted basis. Terms of the Agreement are subject to CB|CPC hardware, software, and bandwidth traffic limitations. CB|CPC’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.

    6. SUB-PUBLISHERS. Publisher may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. For the purposes of this section, any of Publisher’s business partners or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be a “Sub-Publisher.” CB|CPC reserves the right to review and approve or reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher as set forth in the Agreement and must comply with all the terms and conditions that are applicable to Publisher under the Agreement and any and all other applicable terms required by CB|CPC. Publisher is responsible for and shall fully and unconditionally indemnify CB|CPC for any and all actions of any of its Sub-Publishers, including the payment of legal fees and costs if necessary. Further, CB|CPC may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Sub-Publisher(s). Once express approval of a Sub-Publisher has been granted by CB|CPC, notices to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher(s). Publisher agrees that CB|CPC is under no obligation to pay a Sub-Publisher. CB|CPC further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Sub-Publishers breach the Agreement.

    7. TERMS OF PAYMENT. You agree to be paid the applicable Bounty rate for each Action verified by CB|CPC as specified by CB|CPC approximately thirty (30) days after the last day of a given calendar month, for Bounties realized in that month. You agree that payment for Bounties will be owed to You from the applicable Advertiser, and that corresponding payments shall be made by CB|CPC to You out of the funds actually collected by CB|CPC from the applicable Advertiser. CB|CPC shall have no payment obligation to Publisher where Advertiser has not remitted sufficient payments to cover the Bounties otherwise due and owing Publisher. All Publisher accounts will be paid in United States dollars ($US). Notwithstanding anything contained herein to the contrary, no Bounty payments will be issued for any amounts otherwise due Publisher that total less than Fifty Dollars ($50.00) (“Payment Threshold”). Upon termination of the Agreement, all legitimate moneys due to Publisher that are actually collected from the applicable Advertiser, even amounts below the Payment Threshold, will be paid during the next billing cycle. Every Publisher account must have a unique, valid taxpayer identification number (TIN), valid Social Security Number, or other applicable unique government identification. All payments due hereunder shall be in U.S. dollars and are exclusive of any applicable taxes. Publisher shall be responsible for all applicable taxes. An Advertiser may request that CB|CPC, or CB|CPC may on its own initiative, debit from the Bounties otherwise due and owing Publisher an amount equal to a Bounty previously credited to Publisher’s account where: (a) a return or cancellation has been made with respect to the applicable product and/or service; (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order; (c) there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Publisher’s action, omission and/or failure to comply with the terms and conditions of the Agreement; (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or (e) there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Program Terms (collectively referred to as a “Chargeback”). Chargebacks requested by an Advertiser in accordance with this Section may be applied up to one hundred and twenty (120) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”). An Advertiser may request that the payment of a Bounty be postponed for one (1) payment cycle where: (i) Advertiser is verifying a lead (for Programs in which lead generation is a component of the Action); (ii) Advertiser has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (iii) the applicable Program Terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by CB|CPC, shall be final and binding on Publisher.

    8. FRAUD. CB|CPC actively monitors traffic, Actions, Bounties and other Program-related activities for potential fraud. If CB|CPC suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation. If You add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by CB|CPC, You will forfeit all of the Bounties related to that Program, and Your Publisher account will be terminated effective immediately. CB|CPC reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the OBLIGATION of Publisher to prove to CB|CPC that it has NOT engaged in fraud. CB|CPC will hold Your Bounty-related payments in ‘Pending Status‘ until You have satisfactorily provided evidence that demonstrates to CB|CPC that You have not engaged in fraud. If You are unable to provide CB|CPC with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your Bounties being placed in “Pending Status,” then CB|CPC reserves the right to terminate Your Publisher account and cancel payment on the applicable Bounties, at its sole discretion and without any further obligations to You.

    9. TERMINATION. The Agreement may be terminated by either Party upon three (3) days’ prior written notice. In addition, CB|CPC reserves the right, in its sole and absolute discretion, to terminate You from the Program at any time for any reason, without notice to You. CB|CPC also reserves the right to terminate Your access to the CB|CPC Network at any time with or without notice to You. Termination notice may be provided via e-mail and will be effective immediately. Upon termination, Publisher agrees to immediately remove from its Website(s) and/or Property(ies) any and all Ads, content, materials, and CB|CPC Code or other intellectual property made available to Publisher in connection with its performance under the Agreement. The representations, warranties and obligations of Publisher contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled.

    10. COMPLIANCE. Publisher hereby represents and warrants that it: (a) has read CB|CPC’s policies and guidelines, as same are made available at http://www.clickbooth.com/compliance.html; (b) will regularly check the Clickbooth.com website and the CB|CPC Network for updates; and (c) shall comply with any and all such policies and guidelines, as well as updates to same. Publisher’s failure to comply with the aforementioned policies and guidelines will be considered a breach of the Agreement and may result in the immediate termination of the Agreement by CB|CPC.

    11. PROMOTIONAL USE. CB|CPC may, from time to time, use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, and search results. You may request in writing to use CB|CPC‘s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, but at no time shall You use such trade names, marks, and/or identifying information without the prior express written consent of CB|CPC.

    12. ACKNOWLEDGEMENT OF FTC AND FLORIDA ORDERS. You acknowledge that you have received, read, and agree to comply with the “Stipulated Final Judgement and Order for Permanent Injunction” entered on November 29, 2012 (the “FTC Order”) and the "Assurance of Voluntary Compliance" entered on November 16, 2012 (the "Florida Order") and understand and agree that engaging in acts or practices prohibited by the FTC Order and the Florida Order will result in the immediate termination of this Agreement and a forfeiture of all monies received or owed.


    13. REPRESENTATIONS AND WARRANTIES. You represent and warrant that (a) all of the information provided by You to CB|CPC to enroll in the Program true, accurate, correct, and current; (b) You hereby certify under oath that you are the owner of each Website and/or Property or that You are legally authorized to act on behalf of the owner of such Website and/or Property for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

    14. INDEMNIFICATION. You shall indemnify, defend and hold CB|CPC, its agents, advertisers, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, demand for payment, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of this Agreement.

    15. CB|CPC RIGHTS. CB|CPC owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including CB|CPC‘s ad serving technology, search technology, referral technology, marketing technology, marketing strategies, code, programming, strategies, and features, including implied licenses, and excluding items licensed by CB|CPC from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any CB|CPC services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter CB|CPC‘s copyright notice, features, trademarks, symbols, or other proprietary rights notices affixed to or contained within any CB|CPC services, software, or documentation (including without limitation the display of any CB|CPC or third party Ads). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trademark law, international treaty, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

    16. INFORMATION AND DATA COLLECTION. CB|CPC may retain and use, subject to the terms of the CB|CPC Privacy Policy (located at http://www.clickbooth.com/privacy.html, or such other URL as CB|CPC may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that CB|CPC may transfer and disclose to third parties any information including, but not limited to, personally identifiable information about You for any permissible purpose, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. CB|CPC may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. CB|CPC disclaims all responsibility, and will not be liable to You. In addition, You grant CB|CPC the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.

    17. DISCLAIMER AND LIMITATION OF LIABILITY. IN NO EVENT SHALL CB|CPC BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE CB|CPC NETWORK, THE PROGRAM, THE ADS, ADVERTISERS’ UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY CONTENT ON OR THROUGH YOUR PUBLISHER WEBSITE(S) AND/OR PROPERTY(IES) INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF CB|CPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CB|CPC’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). PUBLISHER AND CB|CPC SPECIFICALLY STATE AND AGREE THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE. REGARDLESS OF ANY LAW TO THE CONTRARY, PUBLISHER SHALL HAVE NO RIGHT OF ACTION, AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST CB|CPC MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE CB|CPC NETWORK, CREATIVES, CONTENT, CODE, SCRIPT, PROGRAMS, THE ADS, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE CB|CPC NETWORK, CREATIVES, THE PROGRAM, CODE, SCRIPT, THE ADS, AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. CB|CPC HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE CB|CPC NETWORK, CREATIVES, CONTENT, THE PROGRAM, THE ADS, AND/OR THE SERVICE AND DELIVERY OF THE ADS, AND/OR ADVERTISERS’ UNDERLYING PRODUCTS OR SERVICES AND CB|CPC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY THE PROGRAM OR ANY OF THE ADS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CB|CPC AND PUBLISHER. THE CB|CPC NETWORK, CREATIVES, CONTENT, THE PROGRAM, THE ADS, THE SERVICE AND DELIVERY OF ADS, AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. CB|CPC MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE CB|CPC NETWORK, CREATIVES, CONTENT, AND/OR THE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM CB|CPC AND/OR ANY ADVERTISER BY AND THROUGH THE CB|CPC NETWORK, THE CLICKBOOTH NETWORK, CLICKBOOTH.COM, CREATIVES, CONTENT, AND/OR THE PROGRAM SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

    18. ASSIGNMENT. CB|CPC may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of CB|CPC, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in CB|CPC, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Program, without any liability to CB|CPC. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.

    19. SEVERABILITY WAIVER. If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

    20. MODIFICATION. The Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that anything in or associated with the CB|CPC Network, the Program, or the terms are in conflict or inconsistent with the Agreement, the Agreement shall take precedence.

    21. CONFIDENTIALITY. "Confidential Information" means any information disclosed to You by CB|CPC, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by CB|CPC; (b) becomes publicly known and made generally available after disclosure to You by CB|CPC other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by CB|CPC as shown by Your files and records prior to the time of disclosure. CB|CPC’s Program rates are considered “Confidential Information.” You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain CB|CPC‘s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to CB|CPC immediately upon CB|CPC‘s request.

    22. FORCE MAJEURE. Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party.

    23. MISCELLANEOUS. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Ads, delivery system, CB|CPC Network, and/or the Program. You may not take any action that imposes an unreasonable or disproportionately large load on the CB|CPC infrastructure. You agree that any unauthorized and/or unlawful use of the CB|CPC Network, the Program, Service, Creatives, and/or Code will result in irreparable injury to CB|CPC for which monetary damages would be inadequate. In such event, CB|CPC shall have the right, in addition to any and all other remedies granted or available to it under this Agreement and/or by operation of law, to immediate injunctive relief against You without the requirement to post a bond.

    24. PERFORMANCE. You agree that CB|CPC may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize CB|CPC to obtain credit reports regarding Your business and to require You to provide it with reasonable information regarding Your financial position.

    25. RELATIONSHIP. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.

    26. NOTICES. All notices shall be sent to the address submitted by You when You sign up for the Service and, if to CB|CPC, to the address listed in the Contact section of the CB|CPC Network.

    27. BINDING ARBITRATION. Any controversy or claim arising out of or relating to this Agreement or the relationship resulting in or from this Agreement shall be settled through binding arbitration in accordance with the Expedited Commercial Arbitration Rules of The American Arbitration Association, 140 West 51st Street, New York, New York 10020-1203. Any award rendered by the arbitrator(s) shall be entered as a judgment or order and may be confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. If either party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and the party bringing or appealing such action or opposing confirmation of such award does not prevail, such party will pay all of the costs and expenses (including without limitation, court costs, arbitrators’ fees and expenses and reasonable attorneys’ fees) incurred by the other party in defending such action. Additionally, if either party brings any action for judicial relief in the first instance without first pursuing arbitration prior thereto, the party bringing such action for judicial relief will be liable for and will immediately pay to the other party all of the others party’s costs and expenses (including without limitation, court costs and attorneys’ fees) to stay or dismiss such judicial action and/or remove it to arbitration. The failure of either party to exercise any rights granted hereunder will not operate as a waiver of those rights. The arbitrators will not be empowered to award punitive damages. The consent of the parties to arbitrate their disputes shall survive termination of this Agreement. If this Agreement is found to not be subject to arbitration, each party herein consents, agrees, and affirmatively waives any right to a jury trial in any proceeding. The parties consent and agree that jurisdiction and venue shall be in within the Middle District of Florida, Sarasota County Florida.

Adware / Software Addons

  • Downloadable Software must not be installed on a user's computer without first obtaining the user's informed consent. Obtaining informed consent requires first giving users clear, concise, accurate information and notice about the material consequences of the programs that they are about to install in plain language including, without limitation: (i) a comprehensive license presented in full; (ii) the Downloadable Software vendor's legal name, mailing address, phone number and place of incorporation (if any); (iii) a statement of effect of installation including, without limitation, any changes made to computer settings such as home page, connection provider, proxy, bookmarks, etc.; (iv) a statement of the information tracked, transmitted and/or collected, if any; (v) full-size examples of advertisements that they may receive as a result of downloading the Downloadable Software, if any; and (vi) disclosures of the frequency of advertisement display, as applicable. Such information and notice provided to the user must: (i) appear in a conspicuous manner, clearly distinguished from other on-screen text; (ii) remain on screen until the user grants or denies consent; and (iii) provide an option for providing additional explanation about the type of information to be collected, if any, and the purpose of such collection. The plain language used in the notice shall not be indirect or euphemistic. For example, without limitation: (i) if a program will show pop-up advertisements, proper notice and informed consent generally require use of the phrase "This program will show pop-up advertisements"; (ii) if a program will gather and transmit information about the user, the notice should read "This program will collect and transmit information about you"; or (iii) if the program uses information collected to target advertising to the user, the notice should read, "This program will collect information about Web pages that you access and will use that information to display advertising on your computer." Obtaining informed consent also requires a clear, unambiguous and affirmative manifestation of consent (for example: requiring a user to press an appropriate affirmative button such as "I agree" and not merely pressing "Next" or accepting a pre-checked box). There must be a separate manifestation of consent for each item of Downloadable Software loaded on to the user's computer, and Publisher is prohibited from downloading a bundle of programs after receiving only one indication of consent. Without limitation, an ActiveX installation prompt (with nothing more) is not deemed to have obtained informed consent.
  • Ongoing and continuing use of Downloadable Software must not surprise users with notices, disclosures or behaviors inconsistent with the applicable Downloadable Software's initial solicitation, disclosures and notices. For example, if the applicable Downloadable Software's initial solicitation described the underlying software program as offering "free smileys," the applicable program cannot later add the requirement that users also accept pop-up advertisements.
  • Downloadable Software must offer users a genuine, substantial benefit in exchange for the consideration represented by accepting the underlying advertisements (the "Benefit"). If the Downloadable Software merely shows advertisements, without offering anything substantial in return (no Benefit), it is unlikely that the underlying software program offers users a fair value. If the underlying software program's claimed Benefit is otherwise generally available elsewhere at no cost, the program is unlikely to offer users a fair value. If the underlying software program's claimed Benefit is a mere trinket or triviality, the program is unlikely to offer users a fair value. If a program's advertisements appear whenever a user uses his computer, or whenever a user uses his web browser, even if the user never makes use of the program's Benefit, then the program may not offer users a fair value. Company reserves the right to determine, in its sole discretion, if the Downloadable Software's claimed Benefit represents a fair value to users.
  • Users must easily be able to identify and understand the nature of the Downloadable Software's effects both prior to, and after, installation. If the Downloadable Software displays advertisements outside of its program window, each such advertisement must be labeled with the Downloadable Software program name. Each such advertisement must include a link, button or other mechanism whereby a user can learn more about: (i) the Downloadable Software presenting said advertisement; (ii) the specific manner in which the Downloadable Software was installed (including what offer is associated with that Downloadable Software); (iii) the specific date and time that the Downloadable Software was installed; and (iv) how the Downloadable Software can be removed (including a removal feature requiring not more than two (2) additional clicks). Without limiting the generality of the foregoing, the Downloadable Software and associated information, disclosures and notice, must not: (i) falsely claim that the Downloadable Software will be disabled by the user's actions; (ii) remove or disable security software; or (iii) take control of the computer (by accruing dial-up charges, or by opening a series of advertisements that can only be stopped by turning off the computer).
  • Downloadable Software must not show advertisements that are unreasonably frequent or unreasonably intrusive. Software must only show one advertisement per site.
  • Each advertisement shown via the Downloadable Software must appear entirely on-screen, with no portion of its body or title bar off-screen. Each advertisement shown via the Downloadable Software must be reasonable in size, and may not unreasonably cover (or reduce the visible area of) any underlying web page that a user had requested. An advertisement shown via the Downloadable Software may not wholly replace, or redirect a user away from, the page or website that the user had requested. Advertisements triggered in response to the user's attempt to access a specific web address or search of a trademark are strictly prohibited absent the express consent of the applicable website and/or trademark owner, as applicable.
  • Each advertisement shown via the Downloadable Software must be closable by a user using ordinary operating system functions. Without limitation, on standard Windows operating PCs, freestanding advertising windows ("pop-up" and "pop-under") must be closable by clicking the upper-right hand corner "X," the upper-left hand corner "Control Menu," the Alt-F4 key, right-clicking on the applicable advertisement's title bar (and choosing "Close") and/or right clicking a Taskbar entry (and choosing "Close"). This ability to close such advertisements must be accompanied by an option to facilitate the removal of the Downloadable Software itself at each instance of advertisement presentation.
  • Downloadable Software must not display advertising in illegitimate formats, outside of ordinary commercial norms. Without limitation, each of the following advertising formats requires special explicit user consent, which shall consist of a specific question to the user, clearly articulating the specific action to be taken and which must allow the user to grant or deny consent without any collateral consequences: (i) placing icons on a user's desktop or "Start Menu" (or similar location); (ii) directly routing the user to specific websites; and/or (iii) adding entries to a user's "Favorites" menu (or similar location). Downloadable Software may not be used to attack another program, to record a user's passwords, or to send bulk e-mail to other users.
  • Downloadable Software must include an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies. Downloadable Software must adhere to its applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing prior to the Downloadable Software program's installation procedure and thereafter, as well as from such program vendor's website.
  • A user must be able to remove Downloadable Software via the standard function within the user's operating system (e.g. Control Panel – Add or Remove Programs). A removal procedure must be free of cost and may not unreasonably hinder removal, e.g. via extended procedures, convoluted language or confusing user interface elements or placement.
  • Downloadable Software must use a consistent, single, clear name. That name must be shown in the Downloadable Software program's initial advertising (i.e. to recruit users), in its installation notice and consent procedures, on any advertising and in its uninstall procedure. A Downloadable Software program may not use multiple names within the scope of its relationship with a single user. A Downloadable Software program may not change its name unreasonably frequently (including, without limitation, more than once per twelve-month period). The company responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names in its dealings with multiple users. The entity responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names to obfuscate, hide or otherwise confuse its identity. Program names, and company names, may not be substantially misleading, confusing, duplicative, generic or hard to locate via a standard search (e.g. "Windows Plugin," "Search Toolbar," "Click Yes").
  • Company strictly forbids the display of sexually-explicit materials via the Downloadable Software No Downloadable Software may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions.
  • The applicable Advertisers' Creative and/or Offers should not appear in Downloadable Software except when such Advertisers specifically approve of those placements. Clickbooth Creative and/or Offers may not be displayed within third-party traffic purchases from Downloadable Software (whether in the form of pop-ups, pop-unders or via any other media).
  • Downloadable Software must not come bundled with programs that violate the terms and conditions of the Agreement.

Privacy Guidelines

  • Publishers and advertisers must clearly and prominently display a privacy policy which meets the following minimum requirements:
  • Location of Privacy Policy. The privacy policy must be posted in a clear and conspicuous fashion on the landing page and when accepting the consumer’s information on the registration page and/or online lead generation form.
  • Content of Privacy Policy. The privacy policy must, at a minimum, contain the following information:
    • Information collection practices of publisher or advertiser, including but not limited to, collection of user direct information; survey information; use of cookies, web beacons; IP address; computer profiles; data analysis and any other technology used to track consumer for behavior marketing.
    • Use of Individual Information practices by publisher or advertiser, including but not limited to, public forums disclosure, publisher or advertiser email marketing practices, third party email marketing practices, service providers, aggregate statistics, data summary, order fulfillment, complying with legal process, offers, telemarketing, wireless addresses, short message service, and third party information sharing practices.
    • Consumers visiting a particular web site must be provided meaningful notice of the types of individual information collected for interactive advertising purposes, the technologies employed to collect such information, and how such information is used, including that other companies operate on the site and may collect such information.
    • Any state required disclosure pertinent to the publisher or advertiser’s offer.
    • Consumers must also be provided notice of their ability to opt-out of data collection and dissemination. The consumer should be provided the ability to opt-out of data dissemination through a link on the privacy policy. In addition, consumers also should receive relevant education regarding cross-industry opportunities to opt out of the collection or use of individual information or other methods to exercise their choice.
  • Changes to Privacy Policy. Consumers must be given adequate notice of any change or addition to the privacy policy by the advertiser or publisher. As such, Publishers must have a prominently placed notice on their home page the date the revisions were made. To the extent possible Publishers and Advertisers’ should notify consumers of changes to their privacy policy via email.
  • Technical Requirements for Privacy Policies:
  • Publishers and advertiser must have both technical and management controls in place to comply with their respective privacy policy and data retention security. As such, the privacy policy should also notify the consumer of the technical security and managerial control over the collected data as well as the publisher’s or advertiser’s data security methods.

Email Guidelines

  • Publishers must use html/text creatives, from/subject lines provided by Clickbooth.
  • Suppression list must be downloaded and scrubbed against publisher’s mailing list prior to each email deployment.
  • Before making any changes to creatives or from/subject lines publishers must first obtain written approval by a Clickbooth representative before email deployment.
  • Publisher must provide unsubscribe link and physical address in addition to advertiser’s unsubscribe information that is provided with each creative.
  • All emails must be compliant with the CAN-SPAM ACT 2003
    http://www.ftc.gov/bcp/edu/pubs/business/ecommerce/bus61.shtm
  • Under no circumstances can suppression lists be harvested as a list to send commercial emails to.
  • Publishers must mask all redirects and host all images.
  • Publishers must carry full opt-in records for all addresses on their mailing list.
  • You shall disclose all Internet Protocol ("IP") addresses with which You conduct any and all transactions, business and/or operations as a part of Your Publisher relationship with Clickbooth.
  • You shall distribute such e-mails and/or e-mail-based Creative only to those recipients who have expressly agreed via "Confirmed Opt-in" or "Verified Opt-in" ("Opt-In") to receive such transmissions from You. You shall not distribute Publisher E-mails and/or e-mail-based Creative using improperly acquired or generated e-mail addresses (whether obtained by automated means from websites, services or otherwise, or generated by automated random combinative algorithms). In addition, You shall maintain electronic and/or tangible records evidencing the subscription of such consumers to Your lists for verification by Company as required. This verification information must include, at a minimum, the date, time, originating IP address and location where the e-mail address or other recipient information was submitted and, if applicable, a copy of the subscription form used. If requested, You shall explain and provide examples of the mechanisms that You use (historically and currently) to obtain and build Your list of subscribers.
  • You shall only distribute Publisher E-mails and/or e-mail-based Creative that include a valid sender domain name and/or responsive IP address. You shall only distribute Publisher E-mails and/or e-mail-based Creative, as applicable, from a valid sender domain name and/or responsive IP address that You have authorization to utilize for the purposes of sending commercial e-mail. You shall not relay or retransmit Publisher E-mails and/or e-mail-based Creative in order to mislead or deceive as to the origin of the Publisher E-mails and/or e-mail-based Creative, as applicable, nor shall Publisher E-mails and/or e-mail-based Creative be transmitted from e-mail accounts registered to false owners.
  • You shall only distribute Publisher E-mails and/or e-mail-based Creative that clearly indicate the e-mail address to which the Publisher E-mail and/or e-mail-based Creative, as applicable, is sent (the intended recipient's email address) in the body of the message or in the "TO:" line of the applicable email message.
  • Company strictly forbids the display of sexually explicit materials via Publisher E-mail and/or e-mail-based creative.
  • You represent and warrant that Your Publisher E-mail and/or e-mail based Creative, as applicable, will not contain objectionable content (including, but not limited to, content that is misleading, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services and/or activities).
  • You shall only distribute Publisher E-mails and/or e-mail-based Creative that include valid and responsive contact information of the sender, list manager and/or list owner. This contact information shall include Your valid physical postal address (provided that a post office box is not considered a valid physical mailing address) and, optionally, Your phone number. Company reserves the right to add such address(es) should Publisher fail to include same, but Company is in no way responsible for including such address(es) where Publisher fails to do so. You must not use any invalid or erroneous e-mail header information (including, without limitation, source, destination, domain, IP address and/or routing information).
  • Each Publisher E-mail and/or e-mail-based Creative that You send must include a functioning unsubscribe link, through use of which e-mail recipients may request not to receive future commercial e-mail messages from Publisher with respect to any Program, or other e-mail contact generally. Such unsubscribe link must remain active and capable of receiving opt-out requests for no less then thirty (30) days after transmission of the underlying e-mail message.
  • You shall process any and all unsubscribe requests within five (5) business days or less from the date of Your receipt of such requests. In addition, You shall maintain electronic and/or tangible records evidencing the removal of such e-mail address(es) from Your lists, together with any and all deleted e-mail address(es) provided to you by Company, for verification by Company as required.
  • Where any recipient of Your Publisher E-mails and/or e-mail-based Creative requests and/or inquires with You regarding the location where such consumer Opted-In to receive e-mail marketing from You, You must respond to such request and/or inquiry within seventy-two (72) hours of receipt of same. Your response to such inquiries must include, at a minimum, the date, time, originating IP address, URL and the location where the applicable e-mail address or other consumer information was submitted.
  • You shall only distribute Publisher E-mail and/or e-mail-based Creative that include language in the body of the Publisher E-mail and/or e-mail-based Creative, as applicable, that clearly and conspicuously identifies that the message is an advertisement or solicitation.
  • Each Publisher E-mail and/or e-mail-based Creative that You distribute shall include a live, functioning hyperlink to an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies in general. Your e-mail marketing activities must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing from each domain associated with Your e-mail transmission.
  • Your promotion of Programs via Publisher E-mail and/or e-mail-based Creative must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and, must not result in any consumer fraud, product liability or breach of contract to which You are a party or cause injury to any third party.
  • You shall not use Clickbooth's or its Advertisers' names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Clickbooth identifying information in the originating or return e-mail address line, header or subject line of any Publisher E-mail and/or e-mail-based Creative transmission unless otherwise directed to do so by Company in writing.

General Website Guidelines

  • GENERAL WEBSITE COMPLIANCE GUIDELINES
  • Websites shall contain legitimate content and material, which is of both substance and value.
  • All advertising shall include a prominent disclosure stating “Advertisement” or “Paid Advertisement” at the top of the page.
  • Publishers shall at all times be in conformity with the acceptable use policies, terms and conditions, rules, regulations, and privacy policies of any and all website(s), landing page(s), confirmation page(s) and/or other web page(s) upon which you display, promote, and/or market for sale any product, service, or good.
  • A clear and distinct privacy policy is required on all website(s), landing page(s), confirmation page(s) and/or other web page(s) upon which you collect consumer information. The privacy policy must be available for viewing via a clickable link stating “Privacy” or “Privacy Policy".
  • Publishers shall adhere to and comply with all federal and state laws.
  • The use of incentives as an attempt to entice users to click on ads is strictly prohibited.
  • The unauthorized use of any intellectual property, copyright, patent, trademark, or trade secret is strictly prohibited.
  • The unauthorized dissemination, use, or publication of a third party’s name, image, or likeness is strictly prohibited.
  • All websites, web pages, landing pages, confirmation pages, links, images, and video shall be fully functional at all levels.
  • Websites containing any discriminatory, obscene, racial, ethnic, hate-mongering or otherwise objectionable content are strictly prohibited.
  • The dissemination, use, or publication of any unfair, false, deceptive, or misleading content, statement, or material is unlawful and strictly prohibited.
  • All statements and/or claims made as to the effectiveness or results that may be obtained by or through the use of any product or service must be true, accurate, correct, and when applicable backed up by competent scientific evidence.
  • When making any express or implied statements about results from the use of any product, service, or program the website shall contain a clear disclosure as to whether such results are typical or not, and whether the results may vary. When the results depicted are not typical the page shall contain a disclosure explaining the typical and average results of users.
  • It shall be a violation of these guidelines to make any false representation express or implied, including, but not limited to, the following:
    • Falsely representing that you or someone else has performed independent tests on, or performed an investigation into, any product or service.
    • Falsely representing that you or someone else has personally used a product or service.
    • Falsely representing that any comment posted on a website expresses the views of independent consumers.
    • Falsely representing that you are or are affiliated with any news organization, news service, news report, news agency, news site, or news-gatherer.
  • No website, webpage, landing page, confirmation page, link, or other content shall contain any of the following:
    • Violence or profanity;
    • Pornographic, obscene, sexually explicit or related content;
    • Material that is defamatory, libel, or slanderous;
    • Material that displays private or confidential information of any third person;
    • Any fraudulent, deceptive, false, or misleading information;
    • Any unauthorized indication that any statements You make are endorsed by Clickbooth or an Advertiser;
    • Promotion of illegal substances or activities;
    • Content which is inappropriate or harmful to children;
    • Promotion of terrorism or terrorist-related activities, sedition, treason or similar activities;
    • Software Pirating (e.g., warez, hotline);
    • Hacking, Phishing, or Phreaking;
    • Any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    • Any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs, and programs designed to gain unauthorized access to any networks or computer;
    • Any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
    • Any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;
    • Any content or material that infringes upon the rights of any third parties including, without limitation, intellectual property, false advertising, unfair competition, invasion of rights of publicity or privacy, violation of any anti-discriminatory law or regulation, or any other right of any person or entity;
    • Gambling, contests, lotteries, raffles, or sweepstakes;
    • Any material that violates the CAN-SPAM Act of 2003, as amended ("CAN-SPAM"); or
    • Any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which You operate).

Additional Guidelines for Blog/Review and News Gatherers

  • ADDITIONAL COMPLIANCE GUIDELINES FOR NEWS-GATHERERS
  • A “News-Gatherer” is defined as any person, company, or other entity engaged in the gathering and dissemination of news for the public through a newspaper, magazine, or website.
  • When receiving compensation for writing, publishing, or displaying a particular article about a product or service, the News-Gatherer shall clearly disclose the relationship and/or receipt of compensation.
  • A News-Gatherer shall clearly disclose any bias, potential bias, or other fact that may not allow their article to be objectionable and opinion freely given.
  • All sponsored articles shall contain a clear statement in the article disclosing who sponsored the article.
  • A News-Gatherer shall clearly disclose the author of the story and whether such is a reporter or journalist. All user-generated content must be so labeled.
  • All images of reporters and journalists must be true, accurate, and correct.
  • News-Gatherer’s shall have an “About Us” section on their website clearly disclosing their relationships, if any, to other news organizations, advertisers, and sponsors.
  • All advertisements must be prominently labeled “Advertisement” or “Paid Advertisement”.
  • ADDITIONAL COMPLIANCE GUIDELINES FOR BLOG AND REVIEW SITES
  • When receiving compensation for writing, publishing, or displaying a particular blog post, article, or review about a product, service, or program the site shall clearly disclose the relationship and any receipt of compensation.
  • You must disclose any bias, potential bias, or other fact having an effect on the opinion of the writer, the article, the blog post, or the conclusion of the review.
  • All sponsored reviews, posts, and articles shall contain a clear statement disclosing the sponsor.
  • The alteration of images and videos is strictly prohibited, unless used for dramatization purposes and prominently disclosed.
  • All websites shall have an “About Us” section clearly disclosing the relationships, if any, to its advertisers and sponsors.
  • All advertisements must be prominently labeled “Advertisement” or “Paid Advertisement”.

Search Guidelines

  • Clickbooth 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.
  • Clickbooth 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.
  • Your distribution of Search Marketing Content in connection with any and all Search Marketing Programs must not: (1) utilize any copyright, patent, trademark, trade secret or other similar intellectual property right of any third party without their prior written consent; (2) otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; or (3) must not result in any consumer fraud, product liability or breach of contract to which You are a party.
  • 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.
  • 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".
  • Keyword Bidding.
  • All keywords purchased by You in connection with an Search Marketing Program must: (i) Have some nexus to its corresponding Search Marketing Content so as not to be misleading. (ii) As applicable, meet the additional criteria specified by the applicable Advertiser.
  • You must be clear, complete and forthcoming in all statements directed at and concerning Company, its Advertisers and recipients of said Search Marketing Content.