These MedBuzz Ads Program Terms ("Terms") are entered into by you and MedBuzz ("MB"), a Division of Audience Generation, LLC. "You" or "you" means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate Keyword Ads or Sponsored Job Ads. You hereby agree and acknowledge:
2 Cancellation. You may independently cancel online any advertisement at any time (such cancellation is generally effective within 24 hours). MB may immediately cancel the Program or these Terms at any time with notice. MB may modify the Program or these Terms at any time without liability and your use of the Program after notice that Terms have changed indicates acceptance of the Terms. Sections 1, 2, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.
3 Prohibited Uses. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions or clicks; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your advertisement is displayed. You represent and warrant that (x) all your information is correct and current; (y) you hold and grant MB and Partners all rights to copy, distribute and display Creative and Targets ("Use"); and (z) such Use and websites linked from your Sponsored Ads (including services or products therein) will not violate or encourage violation of any applicable laws. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.
4 Disclaimer and Limitation of Liability. MB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. MB disclaims all guarantees regarding positioning or the levels or timing of: (i) costs per click, (ii) click through rates, (iii) delivery of any impressions on any Partner Property or MB Property or sections of such properties, (iv) clicks or (v) conversions for any Creative or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO MB BY YOU FOR THE SPONSORED ADS GIVING RISE TO THE CLAIM.
5 Payment. You shall be charged based on actual clicks, per day or other billing methods you may choose online. You shall pay all charges in US dollars. Charges are exclusive of taxes. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees MB incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on MB's click measurements. Refunds (if any) are at the discretion of MB and only in the form of advertising credit for MB Properties. You acknowledge and agree that any credit card and related billing and payment information that you provide to MB may be shared by MB with companies who work on MB's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to MB and servicing your account. MB 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. MB shall not be liable for any use or disclosure of such information by such third parties.
6 Indemnification. You shall indemnify and defend MB, Audience Generation, LLC, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Targets, Creative and Services and breach of the Agreement.
7 Miscellaneous. The Agreement must be construed as if both parties jointly wrote it, governed by Texas law except for its conflicts of laws principles and adjudicated in Travis County, Texas. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents by email, but any modifications by you to the Agreement must be made in a writing (not including email) executed by both parties. Any notices to MB must be sent to: Audience Generation, LLC, MedBuzz Ad Network, 700 Lavaca, Suite 1400, Austin, TX 78701, USA, via first class or air mail or overnight courier, and are deemed given upon receipt. Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in your MB Ads interface). A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. MB and you and MB Partners are not legal partners or agents, but are independent contractors.
This agreement between You ("Publisher") and Audience Generation, LLC d/b/a MedBuzz ("MB") sets out the terms and conditions ("Terms and Conditions") applicable to your participation in the MB Publisher Program (the "Program"). The Program, as generally offered by MB, is described on our publisher program page or such other URL as MB may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by these Terms and Conditions.
MB shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. Sites are ineligible to participate if they do not conform with the terms of the MedBuzz Network Affiliate Acceptable Use Policy,located below at AAUP. In order to participate as a publisher in the Program, all participants must be at least eighteen years of age. Applicants represent and warrant that all information submitted to MedBuzz shall be true, accurate and complete.
Publisher Obligations Any course search results, pay-per-click advertisements, links, insertion code, and any logos or other elements supplied by MB for use on Affiliates' websites or websites co-branded by MB and Affiliate (collectively, "Program Elements") may only appear on URLs that MB has reviewed and accepted for participation ("Accepted URLs"). Publisher shall advise MB of any changes in the type of content accessible at any such accepted URL. Publisher agrees to comply with the specifications provided by MB from time to time to enable proper delivery, display, tracking and reporting of Program Elements.
Publisher shall label each displayed Program Element with one of the following text descriptions: 'powered by MedBuzz Network' or 'ads by MedBuzz'.
Publisher agrees to abide by all terms of the AAUP. MB reserves the right in its sole discretion to suspend Publisher's participation in the Program if it suspects any violations of the AAUP. Publisher hereby agrees to defend, indemnify and hold MB harmless from and against any claims, demands, liabilities, expenses, losses, damages and attorney fees arising from or relating to a violation or purported violation by Publisher of the AAUP. The foregoing shall be in addition to, and not in lieu of, any other remedies that MB may have as a result of a violation of the AAUP by Publisher.
Publisher shall receive payment related to the revenue actually received by MB with respect to valid clicks in relation to Program Elements displayed on Accepted URLs, in each case as determined by MB for its participants in the Program in its sole discretion. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher's behalf. In addition, if MB is responsible for refunding revenue to a job sponsor or other advertiser because of artificial and/or fraudulent impressions or clicks, then Publisher shall refund the share of that revenue paid to Publisher.
MB shall pay Publisher within 30 days of the end of each calendar quarter; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account.
MB may withhold any and all payment if Publisher is in breach of any Terms and Conditions and MB shall have no further liability to Publisher.
Either party may terminate this Agreement and participation in the Program at any time by sending a notice by email to Support@MedBuzz.com or other email address specified by MB in the case of MB, and to the email address specified in Publisher's profile in the Program in the case of Publisher.
Upon termination of a publisher from the Program, for any reason and by either party, Publisher shall immediately remove all insertion codes and other Program Elements from all pages of its Web sites. Confidentiality.
Publisher shall not disclose MB Confidential Information without MB's prior written consent. "MB Confidential Information" includes without limitation: (a) all MB software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other performance statistics relating to the Program provided to Publisher by MB; and (c) any other information designated in writing by MB as "Confidential" or an equivalent designation.
MB'S PROVISION OF THE PROGRAM AND PROGRAM ELEMENTS (THE 'SERVICE') IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MB EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MB MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET PUBLISHER'S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
MB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL MB'S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THESE TERMS AND CONDITIONS.
1. General. This MedBuzz Affiliate Acceptable Use Policy ('AAUP') is applicable to affiliates ('Affiliates') of MedBuzz, a division of Audience Generation, LLC d/b/a MedBuzz ('MB') who publish on their websites, or provide links from their websites to web pages that contain, any of the following elements provided by MB (collectively, 'Program Elements'): course search results, pay-per-click advertisements, links, insertion code, and any MB logos or other elements supplied by MB for use on Affiliates' websites or websites co-branded by MB and Affiliate. Affiliates include the party publishing the results and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this AAUP.
2. Restricted Websites. Program Elements may not be published on, or linked by Affiliate from, any website that: (a) is under construction, incomplete or non-functioning; (b) is predominantly in languages other than English; (c) contains material that infringes or misappropriates the rights, including copyright, of others; (d) contains pornographic, obscene, defamatory, violent, or hate-oriented material; (e) promotes spam; or (f) is in violation of any applicable law, or promotes any illegal goods, services or activities; or (g) engages in any other activities, whether lawful or unlawful, that MB determines are harmful to MB's reputation, goodwill, other affiliates, customers or operations.
3. Location and Delivery of Program Elements: Affiliate shall not serve: (i) more than one Program Element on any single Web page without prior authorization in writing from MB; (ii) any Program Element on a Web page that does not contain substantial content other than the MedBuzz.com website itself; or (iii) any Program Element on a page published specifically for the purpose of showing ads, irrespective of the page content. Affiliate shall not serve Program Elements on, or link to web pages that contain Program Elements from, any: (a) downloadable software application without the written consent of MB; (b) software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation; (c) Web site that is not directly controlled by Affiliate; (d) Web site that also contains other advertisements or services from any search engine for courses that directly competes with MB; or (e) newsgroups, message boards, emails, link farms, counters, chatrooms, guestbooks, domain parking websites, pop-ups or pop-unders. Any use of MB's XML Application Programming Interface ('API') by Affiliate shall be solely in accordance with the guidelines stipulated by MB for use of the API which may include informational requirements, or restrictions on sizes of requests, frequency, and query complexity.
4. Prohibited Activities. Affiliate shall not:(a) modify the Program Elements without written consent from MB; (b) place notices in proximity to any Program Element to encourage or require users to click on or use the services (Affiliates may, however, state: 'click here to visit our sponsor' or 'to visit our advertiser, click here'); (c) label Program Elements with text other than 'powered by MedBuzz Network' or 'ads by MedBuzz' or include any text in proximity to the Program Elements that could be confused with, or be associated with Program Elements; (d) use deceptive or unnatural means to draw attention to or incite clicks or use of Program Elements; (e) require users to click on a Program Element prior to entering an Affiliate website or any area therein or provide incentives of any nature to encourage or require users to click on or otherwise use Program Elements; (f) engage in any method to artificially and/or fraudulently inflate the volume of impressions or clicks associated with Program Elements or other sponsored advertising, including but not limited to: repeated manual clicks; the use of robots or other automated query tools and/or computer-generated search requests; automatic redirecting of users; using pop-up windows or any other technique of generating automatic or fraudulent (as determined by MB, acting reasonably, based on industry practices) click-throughs and/or impressions; (g) use frames, or otherwise alter the user experience, when a user clicks through to another website from the MB job search results; (h) redistribute the course search results or any part thereof to any third party, other than the provision of the job search results on Affiliate's website to the end users of that website that generated it; or (i) store any course search content.
5. Passwords, API Keys and Other Security Devices. If MB provides an Affiliate with a password, API key or other security device to obtain access to Program Elements or any non-public area of MB's web site or system, that Affiliate shall maintain the confidentiality of that password, API key or other security device, not share it or access to any such non-public areas with any third party, or use it for any unauthorized purpose.
6. Course Search Content. MB reserves the right in its sole discretion to determine whether to exclude certain course content from the search results provided to Affiliates, including, without limitation, if the course publisher specifically requests exclusion.
7. Delivery of Program Elements. Affiliate agrees to comply with the specifications provided by MB from time to time to enable proper delivery, display, tracking and reporting of Program Elements.
8. Cooperation with MB and Authorities. MB will cooperate with law enforcement and other authorities in investigating claims of illegal activity or suspected illegal activity, including, but not limited to, fraudulently inflate the volume of impressions or clicks. Affiliate shall cooperate with MB in any corrective action that MB deems necessary to correct and prevent impermissible use of the Program Elements, including without limitation, providing MB with all information necessary to investigate the suspected violation.
9. Modifications to this Policy. MB reserves the right to modify this AAUP at any time, as it deems appropriate in its sole discretion, effective 30 days after notification of Affiliate that the AAUP has been modified.