AOL (UK) LIMITED (''AOL'') – PUBLISHER PROGRAM TERMS
These terms and conditions (the ''Terms'' and/or ''Agreement'') apply to you as Publisher having membership of this AOL Publisher Program. Publishers who become members of AOL's Publisher Program signify agreement to be bound by, these Terms below as may be amended from time to time on notice to such Publishers.
“AOL Content” means any type of advertising creative served or otherwise provided by AOL, including but not limited to, text-links, banner ads and widgets and coupon codes.
“Publisher Program” is a program owned and operated by Tradedoubler for AOL on Tradedoubler's website which Publisher can join.
“Publisher Program Agreement” means the agreement between Tradedoubler and Publisher for Publisher's membership of the relevant Publisher Program which agreement expressly incorporates these Terms.
“Publisher Site” means Publisher's Website listed in the Tradedoubler Interface.
Publisher Prohibited Activities
The content and information that AOL shall make available to Publisher are proprietary to AOL.
Publisher's Site(s) shall not contain: indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by AOL), any illegal subject matter or activities, any other content that does not meet the standards contained in the Digital Trading Standards Group Code of Conduct (''DTSG Code'') (collectively referred to as the ''Prohibited Content'').
Publisher represents and warrants that during the Term of this Agreement that Publisher's Site(s) shall not contain any Prohibited Content.
Publisher shall not serve AOL Content, or drive traffic to any such AOL Content, using any downloadable applications without the prior written approval of AOL.
Except as otherwise provided in this Agreement, under no circumstances may a Publisher, without the express written consent of AOL, alter, copy, modify, take, sell, re-use, or divulge in any manner any AOL Content provided by AOL, provided that Publisher may, without prior approval, change the font type, font style, and font size of text-links only for the purpose of matching the font in Publisher's Site(s).
The following methods of generating visitor interest in Publisher's website or AOL Content are prohibited and may be grounds for immediate termination from the Program, in addition to other remedies available to AOL:
- mailing emails to persons other that those persons who have requested to receive such emails (i.e., spamming);
- use of unsolicited email or inappropriate newsgroup postings to promote Publisher's website or AOL Content;
- autospawning of browsers; automatic redirecting of visitors; blind text links; misleading links, forced clicks (a person should never be 'forced' to click on AOL Content because their browser has been hijacked, or because AOL Content has been altered so that it is impossible to close without clicking it); or any other method that may lead to artificially high numbers of delivered clicks; purchasing keywords from a search engine service provider that include the trade mark, service mark, or brand name of 'AOL Computer Check Up', or any derivative of any such brand name, or
- purchasing online advertising inventory for purposes of running advertisements that include Computer Check Up or within emails.
Publisher shall not violate any laws or regulation, including industry self-regulation.
Participation in the AOL Publisher Program is subject to prior approval of AOL, and AOL reserves the right to withhold approval to participate in the Program for any reason whatsoever.
Approval for participation in the Program is limited only to the specific website(s) for which Publisher has applied for approval and is limited to the specific URLs identified, as applicable.
AOL Content may not be placed within any website not specifically approved for participation in the Program.
Pursuant to section 5 of the Publisher Program Amendment and subject to clause 5.3 of the Publisher Program Agreement, payment of accumulated remuneration to the Publisher will be made monthly in arrears provided that the Publisher has generated valid Transactions and that Tradedoubler has received timely payment from AOL. For the avoidance of doubt, the Transactions shall not generate any remuneration under this Agreement until it has been validated by AOL.
Representations and Warranties
Publisher represents and warrants that (i) all content, products and services on the Publisher Site(s) are legal to distribute, that it owns or has the legal right to use any and all copyrighted material and (ii) that it will conduct its business and fulfil its obligations under this Agreement in compliance with all applicable laws, rules and regulations.
AOL represents and warrants that (i) has all necessary licenses and clearances to use the content contained in the AOL Content and (ii) will comply with at all times, all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement.
Limitation of Liability.
EXCEPT AS PROVIDED HEREIN WITH RESPECT TO INDEMNIFICATION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED HEREIN. EXCEPT AS PROVIDED WITH RESPECT TO INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO PUBLISHER BY TRADEDOUBLER UNDER THIS AGREEMENT. EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST AOL MORE THAN ONE YEAR AFTER THE DATE OF TERMINATION OF SERVICE UNDER THIS AGREEMENT.
Publisher is solely responsible for any and all legal liability arising out of or relating to (i) the content and other material set forth on Publisher Site(s) (other than through a AOL Content, unless such AOL Content were modified by Publisher without the express written consent of AOL); and (ii) any content or material to which visitors can link through the Publisher Sit(s) (other than through AOL Content, unless such AOL Content was modified by Publisher without the express written consent of AOL).
Publisher hereby agrees to indemnify, defend and hold harmless AOL and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings:
- for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Publisher's Site(s) (except for AOL Content, unless such AOL Content was modified by Publisher without the express written consent of AOL);
- arising out of any material breach by Publisher of any obligation, representation or warranty under this or any other agreement with AOL; or
- relating to a contaminated file, virus, worm, or Trojan horse originating from Publisher's website (other than through AOL Content, unless such AOL Content was modified by Publisher without the express written consent of AOL).
AOL hereby agrees to indemnify, defend and hold harmless Publisher and its officers, directors, agents, affiliates and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of a material breach by AOL of any obligation, representation or warranty under this Agreement.
Any claim for indemnification hereunder shall be subject to the following provisions: (a) the indemnifying party shall be given written notice of the claim within 15 days of receipt of the demand by the indemnified party; (b) the indemnifying party shall have the right to control the defence and all negotiations relative to the settlement of any such claim; and (c) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel.
Publisher acknowledges that during the performance of its obligations under this Agreement, AOL may be required to disclose to Publisher certain information, which AOL regards as proprietary or confidential.
As used in this Agreement, the term ''Confidential Information'' shall refer to any information relating to AOL that is not generally known to the public, including information about AOL's personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans.
Publisher agrees that it will not disclose any Confidential Information to any third party and that it will not use Confidential Information for any purpose not permitted under this Agreement.
The foregoing obligations shall not apply to the extent Confidential Information: (a) must be disclosed by Publisher to comply with any requirement of law or order of a court or administrative body (provided the Publisher agrees to notify AOL of the issuance of such order and cooperate its efforts to convince the court or administrative body to restrict disclosure); or (b) is known to or in the possession of Publisher prior to the disclosure of such Confidential Information to Publisher hereunder, as evidenced by the Publisher's written records; or (c) is known or generally available to the public through no act or omission of Publisher or its officers, directors, employees, agents, consultants, attorneys, or independent contractors (''Representatives'') in breach of this Agreement; or (d) is made available free of any legal restriction to Publisher by a third party.
Publisher shall promptly reimburse, indemnify and hold harmless AOL and its Representatives and other persons acting on its behalf, from and against any damage, loss or expense incurred by AOL as a result of the breach of confidentiality provisions in this clause 7 by Publisher or its Representatives.
This clause 7 shall survive termination of this Agreement.
This Agreement, as and if amended, shall apply to Publisher for as long as Publisher is a member of the Program.
Either party may terminate this Agreement at any time, for any reason whatsoever, upon written notice to the other party.
Notice may be provided via email or any other written means and will be effective immediately.
Upon receipt of such termination notice, Publisher must immediately remove AOL Content from the Publisher Site(s).
Publisher shall during the term of this Agreement and for the period of six (6) years thereafter:
Maintain sufficient records to evidence the accurate calculation of the charges hereunder (''the Records'') and supply those to AOL in reasonable time if requested;
Provide any assistance reasonably requested by AOL in order to interpret or understand any Records.
At AOL's request, Publisher shall attend review meetings with AOL concerning the results of any inspection of Records and the parties shall agree in good faith any other action necessitated by any inspection.
If, following any inspection of Records, AOL can demonstrate that any amounts that it has paid to Publisher (via Tradedoubler) exceed that charges which should have been payable, Publisher shall refund any such excess payment to AOL.
AOL reserves the right to withhold payment and take appropriate legal action to recover damages against any Publisher that breaches the terms or breaches the representations or warranties set forth in this Agreement.
This Agreement will be governed by and construed in accordance with the laws of England and Wales. Each party hereby irrevocably consents to the exclusive jurisdiction of the courts of England and Wales in connection with any action arising between the parties.
Severability and Waiver
If any provision of this Agreement shall be held to be invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. No waiver of any term, condition or obligation of this Agreement will be valid unless made in writing and signed by the party to which such performance is due.
Updated August 26, 2014.