iMediaSalesTeam (iMedia) General Terms and Conditions for Web Partners (Sites, Networks, Web Partners)

I. Web Partner (or Site) Requirements and Agreements

A. Web Partner and iMedia have an independent contractor and/or customer relationship. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this agreement.

B. Web Partners are solely responsible for the language, customization, and accuracy of the Site Content in which your Ad Spaces appear, and for all materials and content related to the sale of advertising in your Ad Spaces including, but not limited to:

C. All sites must be in good taste, well designed, and appealing to advertisers as approved by iMedia.

D. All sites must have an active, publicly stated privacy policy, ideally on all pages, but at minimum linked from the home page that reflects the current fair information practices approved by the U.S. government and prominent Internet industry organizations. 

E. All forum pages must be moderated

F. The site may NOT contain any adult content or link to any adult materials including, referencing explicit images or offensive content, promotion of adult services, etc.

G. The site content may NOT infringe on any personal, intellectual property, or copyrights.

H. The site may NOT contain the following:

1. Racial, ethnic, political, or hate mongering

2. Any material protected by copyright

3. Investment advice, or money-making opportunities not permitted under law

4. Gratuitous displays of violence or profanity

5. Material that defames, abuses, or threatens physical harm

6. Promotion of illegal substances or inappropriate activities

7. Displaying another Web Partner's content within the frame of the site

I. The site may NOT make use of refresh coding or timed rotation of ad banners unless otherwise approved.

J. The site may NOT make any attempts to falsely inflate the number of ad views or clicks

K. In relation to ad banners, auto spawning of browser windows, automatic redirecting of users, pop-up windows, and framing the click-to destination of an ad banner is expressly forbidden.

L. iMedia ads cannot appear on any Web pages for which you are not directly responsible for the content.

M. iMedia requires that all sites comply with all Federal privacy laws including the Children's Online Privacy Protection Act. iMedia requires each Web Partner to designate itself as having children's or non-children's content as well as designating if they knowingly collect any personal information from children under the age of thirteen.  It is the Web Partner's responsibility to notify IMedia in the event that either their content or their policy on data collection changes.  IMedia reserves the right to change a Web Partner's designation if, in our judgment, the Web Partner's designation does not match site content and demographics. 

N. iMedia does not guarantee any specific percentage of paid advertising to a web site.  "Default Impressions" are impressions served when no paid advertising is available are a result of your unique users against the available set of advertisers at any given time.  Web Partners may choose to redirect all or a portion of their Default Impressions at no additional charge.  If a Web Partner does not specify a default redirect, iMedia reserves the right to utilize these Default Impressions for its sole benefit without compensation to the Web Partner.  Such uses may include, but are not limited to, running opt-in visitor surveys, collecting user data, promoting iMedia products and services, running test campaigns, running public service announcements, and/or running "make good" campaigns.

O. Web Partner agrees not to broker or resell any campaigns or creative materials from iMedia's Advertisers, or Agencies to any other party without express written permission from iMedia.  Web Partner also understands that upon doing so, it automatically forfeits the right and claim to any revenue generated for its account and its account will be immediately terminated.  Breach of this provision will cause Web Partner and its web property to be liable for all damages related to such breach.

P. Web Partner agrees to place banner code only on web sites that have been pre-approved by iMedia.

II. Rates & Revenues

A. iMedia will determine all advertising rates and may change the rates without notice. Web Partners are free to set advertising rates for any advertising sold directly.

B. Rate information is proprietary and confidential information and it may not be shared with other advertisers or third parties.

C. All revenue for advertising paid are after ad-serving fees have been paid. Gross revenue is defined as total revenue after ad-serving fees have been paid.

III. Billing & Payment

A. iMedia will handle all accounting arrangements and provide you an online summary of the activity on your unique iMedia ad tag code.

B. iMedia pays sites on the fifteenth day of each month elected via electronic payment or check for all campaigns that ended at least [45] days earlier regardless of whether the advertiser has paid iMedia. iMedia retains the initial credit risk of collections and guarantees you payment on a regular schedule, however from time to time iMedia may need to actualize previous payments based on monies actually received.

C. You will be paid for all campaigns unless you have earned less than your minimum requested amount (not to be less than $50). Your balance will carry forward until such time as you have a balance greater than your minimum requested amount. iMedia reserves the right to terminate this agreement if your account goes unpaid due to a failure to meet the minimum requested payment amount ($50) during any six (6) months period.

D. Payments under $10.00 for an inactive account will not be made and are permanently forfeited.

E. iMedia WILL NOT MAKE ANY PAYMENTS TO YOU UNTIL SUCH TIME AS WE HAVE RECEIVED A COMPLETED W-9 or TAX STATUS FORM

F. Revenue will be calculated based on traffic audits from IMedia's ad server Adify or from iMedia’s remnant advertising partnerships if appliable. All publisher must adhere to Adify’s TC’s as listed on the bottom of all adify page or at http://adify.com/terms-conditions/. Media traffic audits will be the sole source of audience traffic measurement for billing purposes. Some impressions/clicks/ads may be shown by a third party server in which case iMedia may rely on the third party server's traffic audits as the sole source of audience traffic measurement for billing purposes.

G. iMedia determines the final amount of a web partners monthly earnings. Unless otherwise agreed, your earnings will equal (1) your Contract Percentage minus (2) any advertising agency commissions or remnant servicing fees if applicable, minus (c) other expenses. Other expenses are used to cover the fees and risks incurred in order to fulfill campaigns successfully such as, but not limited to, building creative, ad serving, data purchase, campaign research, sweepstakes and prize fulfillment, conversion tracking, foreign currency exchange, cost-of-money, as well as a handling expense.  Other expenses may also include fees such as one-time set-up fees, annual servicing fees, or licensing fees, which iMedia will recoup by allocating a fixed fee to all of the appropriate campaigns. iMedia will pass-through these expenses in the form of a reduced price per unit paid.  Such fees may not be detailed in the contract between IMedia and the advertiser.  This will be the only basis for payment to you for advertising.

H. Web Publishers agree not to use, or allow the use of, any deceptive, incentivized, mechanical, computerized or other artificial means of increasing the number of users, impressions, page views, click-throughs or any other measure of their traffic.

I. If after commercially acceptable analysis iMedia concludes that there has been deceptive, incentivized, mechanical, computerized or other artificial means used to increase impressions, page views, click-throughs, or any other measure of Internet traffic at your web site, iMedia may terminate this Agreement and seize all of your earnings hereunder, whether they have been paid out to you or not.

IV. Web Advertising

A. iMedia will provide sites with source code that will display advertising from IMedia's server on site’s web page(s). Load the code as prescribed by iMedia’s ad server and do not alter it without IMedia's consent. By running iMedia source code, sites agree to abide by the terms and conditions for the advertising set forth in this Agreement and on http://adify.com/terms-conditions/.

B. Ownership of Data: All data collected by IMedia or advertisers through the IMedia source code or otherwise from your web site will be the property of IMedia or the advertiser, as the case may be, and you will have no rights in or to such data.  You hereby acknowledge that information, graphics, and infrastructure provided by IMedia are the sole property of iMedia and may not be used without its prior written consent.

V. Terms and Contract Rate

A. Web Partner’s earnings will be based on the term and corresponding Contract Rate of this agreement.

B. Termination: iMedia reserves the right at any time, in its sole and absolute discretion, to terminate this Agreement, or in lieu of terminating this Agreement, to suspend the marketing of and placement of advertising for you. If iMedia terminates this Agreement for any reason other than your breach, then revenue for advertising run through the date of termination will be payable at the originally agreed upon Contract Rate.

C. Renewal: If no new Agreement is executed upon this Agreement's expiration, this Agreement will automatically renew as a month-to-month (agreement, but pursuant to the terms and conditions in the then current form of Advertising Sales Agreement posted on the IMedia web site.

VI. Representations, Warranties and Covenants

A. Web Partners hereby represent, warrant and covenant that (a) use of your publications by IMedia or any of IMedia's advertisers will not infringe on any third party intellectual property rights, including without limitation, United States or foreign trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right, (b) your web site does not and will not contain any content which violates any applicable law or regulation, and (c) you have all necessary rights and authority to enter into this Agreement and place advertising on the publications identified in this Agreement and on, adjoining, or in the vicinity of other web sites that may be viewed, linked or visited through access to your web site or in any location where you choose to place your individualized IMedia ad code.

VII. Indemnification

A. If any claim or suit is brought against IMedia or an advertiser due to (i) your breach of this Agreement, or (ii) any other act by you, including anything related to your web site, you will assume the defense of any such claim or suit and to indemnify iMedia and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim. 

B. If any claim or suit is brought against you due to a breach of this Agreement by IMedia, IMedia will assume the defense of any such claim or suit and to indemnify you and the advertisers against any damages, losses, expenses and reasonable costs, including attorney's fees, in such suit or claim and in the reasonable investigation of any allegations of such suit or claim.

VIII. Disclaimers, Exclusions and Limitations  

A. Disclaimer of Warranty.  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. 

B. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION VIII, UNDER NO  CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION IX.B SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION IX.

IX. Governing Law, Venue, Arbitration

A. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

B. You hereby irrevocably (i) submit to the nonexclusive jurisdiction of any Massachusetts state or Federal court sitting in Boston in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agree that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state court or in such Federal court, and (iii) waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding.

C. Any claim, controversy or dispute between the parties to this Agreement, their agents, employees, officers, directors or affiliated agents ("Dispute") shall be resolved by arbitration conducted by a single arbitrator engaged in the practice of law, under the then current rules of the American Arbitration Association ("AAA"). The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitration of all Disputes. The arbitrator shall have authority to award compensatory damages only. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees, and shall share equally in the fees and expenses of the arbitrator. The arbitration shall occur in Boston, Massachusetts and the laws of Massachusetts shall govern the construction and interpretation of the Agreement.

X. Successors and Assigns

A. This Agreement shall be binding on the undersigned, its successors and assigns. You may assign this Agreement in connection with an assignment, sale or other conveyance of your web site, provided, however, in connection with such assignment, the assignee must load new unique iMedia supplied programming code on each page of the web in which advertising is run in order to identify the new owner for tax reporting purposes.

XI. Setoff

A. In the event iMedia is due any sums under the terms of this Agreement or for any other services provided by iMedia, IMedia may collect such amounts from your earnings.

XII. Confidential Information

A. In the course of performing the services contemplated by this Agreement, it may be necessary for the parties hereto to disclose to each other confidential information. Neither party will, during or after the term of this Agreement, reveal any such information to any third parties or use such information for itself or any third party except as authorized in writing by the disclosing party or as required by applicable law or court order. Each party will take reasonable precautions to insure that all such information is not disclosed by any of its employees or agents to any unauthorized persons and will limit disclosure to its employees on a "need to know" basis. Confidential information does not include information that is, or subsequently may become within the knowledge of the public generally, through no fault of the party hereto receiving the information, or information that the receiving party can show was previously known to it at the time of receipt.

B. The above provision applies solely to confidential information of you and IMedia.  In the course of providing advertising to your site, advertisers will disclose to you and IMedia additional confidential information.  Advertisers generally consider all information that they disclose to be confidential, including, but not limited to, the content of the advertising, the web sites the advertising is run on, the number of impressions delivered, the fee paid for the advertising, the data collected from users and even the fact that the advertising was placed on a web site.  Advertisers impose strict confidentiality obligations on anyone receiving such information.  With respect to this advertiser confidential information, you agree to comply with the requirements in the immediately preceding paragraph.  Further, no advertiser confidential information may be disclosed, released, used or made public in any other way without our prior written consent.

C. Please indicate your agreement to these terms and conditions by clicking below (for registration through the internet).

D. NOTE: IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST RETURN A HARD COPY OF THE AGREEMENT TO iMediaSalesTeam, CO-SIGNED BY A PARENT OR GUARDIAN, EITHER BY POST OR FAX.

E. PLEASE MAIL TO iMediaSalesTeam, 34 Chipman Avenue, Melrose MA 02176 OR FAX TO 781-350-5492 or scan and email finance@imediasalesteam.com