The purpose of this document is to memorialize the terms by which RealTechNetwork Company or its subsidiaries (RealTechNetwork) and the Publisher (Publisher) have agreed to work together (the Agreement).
1 - DEFINITIONS
1.1 Impressions (CPM)
RealTechNetwork offers websites the ability to receive payment on a cost-per-thousand (CPM) structure. The Publisher is paid a fractional amount when a banner is shown to a visitor. Banner views are aggregated on into groups of one thousand impressions and payments are calculated for each one thousand banners shown. RealTechNetwork pays for all international traffic.
1.2 Click-through (CPC)
RealTechNetwork offers websites the opportunity to generate revenue based on the cost-per-click (CPC) advertising model. A click is counted when a unique visitor to a Publisher's website clicks on an advertisement.
An agency, advertiser or group of advertisers that RealTechNetwork is acting on the behalf of to place offers on Publisher's website.
2 - PAYMENT TERMS
2.1 Payment Period
On the 10th day of each month, RealTechNetwork will total all accumulated data for the previous month. Payments are then sent to all Publishers who have earned more than $20.00 (Minimum Payment Threshold). RealTechNetwork does not require invoices to receive payments. Payments will be processed and sent via traditional mail, Paypal, ACH Direct Deposit, or Bank Wire Transfer on a net-20 basis.
2.2 Minimum Payment Threshold
Payments will not be sent to Publishers who have earned less than $20.00 at the end of the pay period (20 calendar days). Any balance under $20.00 will be added to the next pay period.
3 - BANNER AND AD PLACEMENT
3.1 Positioning Banner/Ad's
All RealTechNetwork ad code must be placed and appear on the upper third portion (above the fold) of any page containing such code. RealTechNetwork banners may not be grouped together with more than three full-sized banners on the same page. The RealTechNetwork banner may not be placed on pages that contain no content, or on websites/domains that have not been approved by RealTechNetwork Company Services. Publisher agrees to use the RealTechNetwork ad code provided for displaying creative not more than ONCE per page view.
3.3 Multiple Pages
Publishers may place the RealTechNetwork code on any and all appropriate pages within an approved website/domain.
3.4 Banner stacking
Publishers are prohbited from stacking or placing banner creatives regardless of ad size on top of one another. Publishers may place a total of three banner creatives on each page of their site. This is a total of all banner networks or advertisements on your page, not just RealTechNetwork. For example, if you are running two advertisements; one from Google and another one from Value Click Media, you are able to place one more from RealTechNetwork. A publisher cannot place three advertisements from RealTechNetwork, three advertisements from Google, and three advertisements from Value Click Media on the same page.
4 - EMAIL COMMUNICATIONS
4.1 Publishers acquiring data for any of RealTechNetwork's clients are under the same obligations and requirements as all Publishers entering into an agreement with RealTechNetwork and/or its subsidiaries. The breach of any terms and conditions of this Agreement will result in immediate termination.
4.2 Publisher represents and warrants that all commercial email solicitations must originate from verified Opt-In sources only, and require a viable Opt-Out option through a link or e-mail address for recipients wishing not receive further advertisements, solicitations, or communications from Publisher. Publisher agrees to maintain the Opt-Out link for thirty (30) days from date of Send and to remove any Opt-Out request within 10 days of date of request. Publisher shall forward all Opt-Out requests specific to an Advertiser to the address identified for such Advertiser, within five (5) days of receipt. Publisher will not send any commercial emails before suppressing against its own and Advertisers Opt-Out lists. Publisher agrees not to resell any e-mail name that has requested to Opt-Out and recognizes that under the Can-Spam Act it is illegal to do so. Publisher represents and warrants that their lists of email names have been solely obtained from recipients who have expressly consented to receive advertisements from Publisher and its 3rd party marketing partners for various products and services. Publisher further agrees to honor any Advertiser's Do Not Send lists provided by RealTechNetwork's Advertisers, and to Suppress the Advertiser's list against their own before the e-mail is sent. Publisher represents and warrants that they will not send e-mails to (i) recipients who have not expressly consented to receive such emails from Publisher;( ii) foreign email addresses; or (iii) such address as would constitute a mobile service message as defined by the Can-Spam Act . Publisher further agrees to honor any Advertiser's Do Not Send lists provided by RealTechNetwork's Advertisers, and to Suppress the Advertiser's list against their own before the e-mail is sent. Publisher represents and warrants that they will not send e-mails to any person on Advertiser's Do Not Send list.
4.3 Publishers agree to abide by all RealTechNetwork restrictions and notices pertaining to individual campaigns, including but not limited to not sending advertisements via email if RealTechNetwork has placed such restrictions on individual campaigns.
4.4 Publisher agrees not to send commercial email communications with misleading or fraudulent information in the From Line, Subject Line or Header of an email message.
4.5 Publisher agrees not to send commercial email communications that contain or are accompanied by a third party's domain name without the express written permission of the third party.
4.6 Publisher represents and warrants that they will maintain records of all email names in their databases that show recipient's express consent to receive emails from the list owner, including detailed Opt-In records of all email address sources including time and date stamp, IP address or other supporting information which shows unequivocally that a recipient expressly consented to receive commercial emails from the Publisher and its 3rd party marketing partners. Publisher agrees to provide RealTechNetwork and our Advertisers with access to those records and to permit RealTechNetwork or Advertiser the right to audit such records.
4.7 Publisher represents and warrants that it has and will operates its business in full compliance with the Can-Spam Act and any other laws applicable to commercial email.
4.8 Spam Indemnification.
Publisher agrees to indemnify and hold RealTechNetwork, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives (RealTechNetwork Indemnified Parties or VCIP), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively Losses) arising out of or in connection with RealTechNetwork's use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-Spam Act).
Publishers using and sending newsletters via email, where such newsletters contain more than one advertisement provided by RealTechNetwork must provide an Opt-Out mechanism whereby each Advertiser will receive any and all un-subscribes for every offer contained within the newsletter. The following text must appear and be fully functional, where the un-subscribe link is substituted with the Publishers email address, and is operated and maintained by the Publisher.
If you wish to be removed from this list, please [standard list unsubscribe instructions]. If you would like to stop receiving future offers from any of the advertisers shown above, please send an email to [email protected] specifying the advertiser(s) you would like to be removed from. Your unsubscribe request will be forwarded to the specific advertiser(s).
5 - FRAUDULENT, ILLEGAL AND/OR DAMAGING ACTIVITY
5.1 RealTechNetwork will not tolerate or accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its customers and/or clients including but not limited to the activities stated in these Terms and Conditions. RealTechNetwork employs individuals for the express purpose of monitoring the Publisher website within our network to ensure that our customers and clients are receiving the highest quality campaigns.
5.2 RealTechNetwork has also developed an advanced anti-fraud system. Publishers applying to join the network with the intent to generate fraudulent actions should be advised that our system does detect and document fraudulent activity. Fraud may result in non-payment, removal from the network, and/or additional legal action. RealTechNetwork reserves the right to require Publishers to provide server log files upon request.
5.3 RealTechNetwork reserves the right to terminate a Publisher's account at any time for any reason, including but not limited to inappropriate activities, actions or site content as outlined in these Terms and Conditions, at the discretion of RealTechNetwork's staff. As of the date of termination, Publisher will no longer receive payment for any revenues, including but not limited to referral revenues.
5.4 RealTechNetwork will not pay or compensate Publishers in any way for any leads or acquisitions that have been received and rejected by advertiser for any reason, including but not limited to, invalid data, incomplete data, or fraudulent data (as determined by RealTechNetwork), that can be attributed directly to a specific publisher and/or website, or that have been deemed by RealTechNetwork to be invalid, or fraudulent.
In the event that the publisher has already received payment for invalid leads or acquisitions, RealTechNetwork reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.
5.5 Automated and forced click-throughs
Autospawning of browsers, automatic redirecting of users, or any other technique of generating "automated" click-throughs is strictly prohibited. It is also prohibited to require users to click on the advertiser's banner before entering any area of a website.
Publishers are prohibited from offering any kind of incentive, including but not limited to cash, credits, loyalty points or any such rewards in an attempt to generate results or in securing leads. If a Publisher is found incentivizing offers, it may be banned by our advertiser(s), and therefore removed from our network.
5.7 Banner Statements
Making statements near advertiser's banners requesting that visitors "click" on the banner is strictly prohibited. Publishers may use one of the following terms verbatim if so desired:
Click here to visit our sponsor
Please support our sponsor
To visit our sponsor, click here
Please visit our advertiser
Publisher warrants that it will not send any commercial email to any person who has requested not to receive email from the Publisher and/or Advertiser and that they are in full compliance with the Can-Spam Act. Publisher also understands that upon doing so it automatically forfeits the right and claim to any revenue generated for its account, and Publisher's account will be immediately terminated. Publisher further agrees that all of Publisher's business will be in compliance with all local, State, and Federal anti-spam policies and all other applicable laws.
Publishers agree not to permit repeated instances of multiple clicks, subscriptions and/or acquisitions from a single user. Publishers found to be encouraging or supporting such actions will be terminated immediately.
5.11 Approved Websites
Publishers agree to place banner code only on websites that have been pre-approved by RealTechNetwork. Publishers can add websites/domains to their account by submitting an application after logging into the Account Management System.
5.12 Websites must;
Not contain, promote, have links to profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of RealTechNetwork.
Not promote or reference software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal MP3 activity.
Not promote illegal activities or violations of the intellectual property rights of others.
Not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
Not be advertised or promoted through the use of unsolicited bulk email, or allow website members or customers to engage in similar activities through Publisher's Web Site, including those activities prohibited by this agreement.
A publisher may be deactivated from the network if the publisher is not active within a ninety (90) day period. Balances over $20.00 will be issued to the publisher by the end of the year the publisher is removed from the system.
6 - CONDITIONS
6.1 Age Restriction
As of April 21, 2000 the Children's Online Privacy Protection Act (COPPA) became effective. The regulations apply to the online collection of personal information from children under the age of 13. RealTechNetwork is very sensitive to the issue of children's privacy and makes every effort to protect the privacy of children using the Internet. If your website collects information on children under the age of 13 you must comply with these new regulations.
6.2 Cancellation of this Agreement
RealTechNetwork reserves the right to deactivate a Publisher's account at any time, for any reason, including but not limited to inappropriate content, questionable activity, inactivity or minimal traffic, effective immediately upon sending an electronic message to the email address provided by the Publisher. Should RealTechNetwork exercise its rights pursuant to this section (Cancellation), with the exception of Publishers terminated as a result of breach of this Agreement, Publishers shall be entitled to receive payment for any Impressions and/or Click-throughs delivered up to and including the date of cancellation, as long as Publishers earnings equal the Minimum Payment Threshold defined in this Agreement at the date of cancellation. If a Publisher has not reached the Minimum Payment Threshold the Publisher will be charged a service fee representing RealTechNetwork's cost of establishing and maintaining the Publisher's account. This service fee will be the lesser of the Minimum Payment Threshold or any balance remaining in the Publisher's account.
6.3 Content Copyright
Publishers guarantee that all content on their site is legal to distribute and that they own or have the legal right to use any and all copyrighted material.
Each party grants the other party a non-exclusive, non-transferable, revocable, royalty-free license to use its trademarks, logos, trade names and the other similar identifying material that it provides (collectively, the Marks), solely in connection with establishing RealTechNetwork Promotional Features and for promoting, advertising, marketing and publicizing the relationship between the parties for the duration of the Agreement. Any use by one party of the other party's Mark(s) must be submitted to the other party in advance for approval, which approval shall be within the sole discretion of the owner of the Mark. Each party agrees not to alter, modify or change the other party's Mark(s) in any way. Each party agrees not to use the other party's Mark(s) in any manner that is disparaging or that otherwise portrays the other party in a negative light. Any rights not expressly granted herein are hereby reserved.
6.5 Relationship of Parties
For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their subsidiaries, provided that neither party may assign or transfer any of its rights or privileges of all or substantially all of the assets of the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.
Publishers will at all times indemnify and hold harmless the RealTechNetwork Indemnified Parties from and against any and all Losses arising out of any arising out of the Publisher's breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.
6.8 Limitation of Liability
REALTECHNETWORK SHALL NOT HAVE ANY LIABILITY TO THE PUBLISHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT REALTECHNETWORK'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.
Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.
If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.
6.11 Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.
6.12 Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. RealTechNetwork reserves the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.
6.13 Governing Law
This Agreement will be governed by and construed under the laws of the State of New York without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Rockland, New York, and Publisher irrevocably consents to the jurisdiction of such courts.
Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.
Publisher agrees to permit RealTechNetwork to reference site/inventory to potential clients and internal sales force for the purpose of selling publisher inventory. This includes use of the name on sales documents and presentations. Publisher agrees to permit RealTechNetwork to use name, image or logos in any Public Relations context RealTechNetwork sees fit.
RealTechNetwork will provide publisher with reporting access via e-mail reports or via online access. Since RealTechNetwork utilizes third party tags from ad servers such as DoubleClickÂ’s DART and AquantiveÂ’s Atlas; RealTechNetwork is paid on reports from third party ad servers. Therefore, in order to ensure our numbers match third party numbers, some numbers may be modified in order to make both reports match up. Since reports are billed on advertiser numbers, this is done within 72 hours of any discrepancies reported by a third party ad server.
7 - ONLINE PRIVACY
7.1 Privacy Statement
Internet consumer privacy is of paramount importance to RealTechNetwork, its subsidiaries, and our customers. RealTechNetwork is committed to protecting the privacy of consumers, clients, and advertisers, and to do our part to maintain the integrity of the Internet.
PUBLISHER MUST COMPLY COMPLETELY WITH ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND WITHIN THE ATTACHED INSERTION ORDER. REALTECHNETWORK RESERVES THE RIGHT TO WITHHOLD PAYMENT FROM PUBLISHER'S MATERIAL BREACH OF THE TERMS OF THIS AGREEMENT.