Publisher Services
Agreement
This Publisher
Services Agreement ("Agreement") is made as of the 17th day of
August, 2009 (" Effective Date ") between
InvestingChannel, Inc. (“InvestingChannel”), a Delaware
corporation, and the Client named below
(“Client”). Capitalized terms not otherwise
defined on this Order Form shall have the same meaning ascribed to
such terms in the Terms and Conditions attached hereto and
incorporated herein.
WHEREAS, InvestingChannel agrees to provide
services (the “Services”) which include the validation
of certain registration data (“Registrant Data”)
provided to web publisher clients, including Client, by a person
visiting, registering or revisiting its website for any reason
(“Registrant”), the storage of Registrant Data
validated by InvestingChannel, the software development of
customized offer placements and offer pages, the sales and
presentation of various advertising offers by various advertisers
to Registrants via an offer placement or offer page, and the
transfer of Registrant Data to one or more advertisers upon the
selection of or opt-in to such offer(s) by a Registrant;
WHEREAS, Client desires to use the Services and
InvestingChannel desires to provide the Services in accordance with
the terms and conditions contained herein.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, THE PARTIES AGREE TO THE TERMS SET FORTH BELOW AND
THE TERMS AND CONDITIONS ATTACHED HERETO:
ORDER FORM
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825 Van Ness
Ave, 4th Fl.
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InvestingChannel, Inc.
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nikesh@investingchannel.com
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Initial
Number of Offer Placements or Offer Pages:
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1-Definitively
in all Client Registration Paths; 2-Potentially within a to be
developed Branded Marketplace accessible from site and
newsletters; 3-Potentially accessible from database
promotions and newsletters to existing registrants
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Net Offer
Revenue % Per Offer Page:
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Client
Website(s): www.mediasentiment.com
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Payment
Terms: All
Client Revenue Share payments shall be made by InvestingChannel on
or before the 45 days following the last day of the calendar month
in which InvestingChannel receives payment from the applicable
advertiser and when payment totals at least $200.00.
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Other
Terms: InvestingChannel
will be exclusive advertising representative for all new Client
co-registration advertising.
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IN WITNESS WHEREOF, InvestingChannel and Client have each caused
this Agreement to be executed by their duly authorized
representatives, effective as of the day and year first written
above.
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INVESTINGCHANNEL, INC.:
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CLIENT:
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TERMS AND
CONDITIONS
I.
DEFINITIONS
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“Client Revenue Share”
shall mean the Net Offer Revenue
times the Net Offer Revenue Percentage.
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“Client Website ” shall mean the website(s) of Client
specified on the Order Form.
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“Development Fee”
shall mean the amount specified on
the Order Form.
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“Net
Offer Revenue” shall mean the amount actually collected, net of
refunds, from each advertiser by InvestingChannel for each Opt-In
Customer generated pursuant to the Offer Placement or Offer Page of
Client and accepted by an advertiser.
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“Net
Offer Revenue Percentage” shall mean the percentage for each Offer
Placement or Offer Page set forth on the Order Form and as may be
modified from time to time by the parties.
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“Offer
Page” shall mean a
customized webpage developed by InvestingChannel, and approved by
Client, branded to look substantially like the Client Website and
listing that number of offers set forth on the Order Form from
various advertisers, including without limitation, one or more
offers by InvestingChannel as set forth on the Order
Form.
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“Offer
Placement” shall
mean offers from various advertisers served by the InvestingChannel
System using certain customized software developed by
InvestingChannel that is incorporated into the Client
Website.
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“Opt-In Customer”
shall mean a Registrant that chooses
or “opts-in” to receive one or more offers from one or
more advertisers presented to a Registrant via the Offer Page or
Offer Placement.
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“InvestingChannel System”
shall mean the technology platform
used by InvestingChannel to perform the Services, including without
limitation, the collection and validation of Registrant Data,
storage of Registrant Data and the transmission of Registrant Data
to advertisers whose offers the Opt-In Customers select.
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“Order
Form” shall mean
the first page of this Agreement.
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“Registrant” shall mean a person visiting, registering or
revisiting who is submitting or has submitted in the past, their
information for any other reason on the Client Website.
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“Registrant Data”
shall mean the registration data,
including without limitation, Registrant full name, mailing
address, email address, phone number, IP address and other
demographic data, in digital format delivered by a Registrant to
Client via the Client Website and then provided by Client to
InvestingChannel in the course of the provision of the
Services.
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“Live
Date” shall mean
the date as set forth on the Order Form.
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“Services” shall mean those services described in Section 3
below and also listed on the Order Form.
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Capitalized
terms not otherwise defined in these Terms and Conditions shall
have the same meaning ascribed to such terms in the Order
Form.
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Collection
and Transmission of Registrant Data
Client shall
collect and transmit via the Internet any Registrant Data to
InvestingChannel for further delivery of such Registrant Data to
specified advertisers as agreed to by the parties.
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On-going
Assistance
Client shall
provide reasonable on-going assistance to InvestingChannel with
regard to technical, administrative and service-oriented issues
relating to the Services.
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Client
Hardware and Software
Client shall
provide all computer hardware, software and telecommunications
systems necessary to connect the Client Website to the
Internet.
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Client shall at
all times maintain a privacy policy that is reasonably accessible
and clearly and concisely informs a Registrant or potential
registrant about the collection, use and disclosure of his or her
personal information to InvestingChannel and/or advertisers upon
the selection of an advertiser’s offer(s).
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Client
Representations and Warranties
Client
represents and warrants that (i) all Registrant Data is validly
obtained by Client and that Client has not generated any Registrant
Data by fraudulent means, including without limitation, the
pre-population of click-throughs, fake redirects, automated
software or other means of generating fraudulent Registrant Data
and/or Opt-In Customers; (ii) all Registrant Data transmitted by
Client to InvestingChannel and further transmitted to selected
advertisers complies with Client’s privacy policy and that
Client has rights to transfer the Registrant Data to
InvestingChannel; (iii) neither the Client Website nor any links to
websites on Client Website does or will at any time contain any
pornographic, racial, ethnic, software pirating or hacking,
hate-mongering, or otherwise objectionable content; and (iv) Client
will not engage in any illegal activity. Any breach of
the foregoing warranties shall be deemed a material breach of this
Agreement.
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Registrant
Data Collection, Validation and Storage
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A.
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Any and all
Registrant Data transmitted to InvestingChannel will be accessible
by InvestingChannel.
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B.
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InvestingChannel will provide the
InvestingChannel System necessary to (i) develop and present
advertiser’s offer(s) via an Offer Page or Offer Placement,
(ii) collect and validate the Registrant Data from Client,
including, without limitation, personally identifiable information
of each Registrant, if any, via the Internet, (iii) store the
Registrant Data in accordance with its then current policies and
procedures, (iv) transmit or deliver the Opt-In Customer’s
Registrant Data to the advertiser whose offer was selected by the
Opt-In Customer, for the term of this Agreement and any renewal
thereof. Client acknowledges and agrees (a) that the
primary function of the Services is to facilitate the compilation,
validation and delivery of the Registrant Data of Opt-In Customers
to various advertisers; and (b) that Client is solely responsible
for the content, quality, performance, and all other aspects of the
Registrant Data, including the compliance with all laws relating to
the transmission, maintenance, retention, transfer, or access to
the Registrant Data, including without limitation, laws related to
data sovereignty and privacy (including compliance with
Client’s own privacy policy), and the equipment and
facilities used by Client in connection with the Registrant
Data.
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C.
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If applicable,
InvestingChannel grants to Client a non-exclusive, non-transferable
limited license to the Offer Placement as specified on the Order
Form solely to serve various advertiser offers to
Registrants. If applicable, InvestingChannel grants to
Client a non-exclusive, non-transferable license for the limited
purpose of linking the Client Website to the InvestingChannel
System.
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D.
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InvestingChannel will validate certain
Registrant Data in accordance with InvestingChannel’s then
current procedures. If such Registrant Data cannot be
validated or such validated Registrant Data does not match the
advertiser criteria, InvestingChannel will not present an Offer
Placement or Offer Page to the Registrant and will delete the
Registrant Data from the InvestingChannel System in accordance with
its then current policies and procedures.
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E.
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In the event
the Registrant Data is validated by InvestingChannel and the
Registrant Data matches one or more advertisers’ criteria,
InvestingChannel will present to the Registrant an Offer Placement
or Offer Page. The list of advertiser offers will be
selected by InvestingChannel and will be based upon the matching of
the validated Registrant Data with the criteria established by each
advertiser. If the Registrant does not select any offer
presented on the Offer Page, InvestingChannel shall delete the
applicable Registrant Data in accordance with its then current
policies and procedures.
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Transmission
of Registrant Data t
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