ClickFuze

ClickFuze.com is owned by Fuze Ventures, LLC, a independently owned entity backed by private firm SNG Group. These Terms and Conditions for Advertising Campaigns (the "Standard Terms") between ClickFuze.com, (the "Company") you shall govern Advertiser's campaigns ordered via the Company's ClickFuze.com online advertising solution and / or in conjunction with an Advertiser Insertion Order ('AIO'), and run on the Company's managed network of third party web sites (the "Network") and shall replace any and all prior agreements entered into by and between the Company and Advertiser. In this Agreement "Advertiser" refers to the advertiser, advertising agency, media buyer or any other entity representing advertisers.

This document can, in conjunction with a Advertiser Insertion Order ("AIO"), constitute the entire agreement (the "Agreement"), between the Advertiser and ClickFuze.com, as to its subject matter and supersedes all prior understandings, written or oral, and may not be modified, except by a written document agreed to by both parties undersigned hereto.

1. Services.
This Agreement promotes a sole understanding that ClickFuze.com’s sole obligation is to promote the Advertiser’s product or services by displaying banners, images, text-links, text-messages, video, buttons, wireless, or any creative ("Creative") provided to ClickFuze.com by Advertiser, on the site(s) across the ClickFuze Network. The execution of a signed Advertiser Insertion Order by Advertiser to ClickFuze.com is construed to be an acceptance of all the rates, Terms and Conditions, under which advertising is sold at that time. Advertiser agrees that ClickFuze.com may display Creative across the entire ClickFuze.com advertising Network, affiliate site(s), and that daily activity is recognized to begin Eastern Standard Time at 12:00:01 AM. ClickFuze.com reserves the right to modify, delay, pause, or cancel any campaign(s) if the Creative is not delivered on time, not functioning properly, causing technical errors, delays due to 3rd party ad-serving, or other such issues. ClickFuze.com hereby rejects any provisions contained in communications from Advertiser which are in addition to or which conflict with the terms set forth in this Agreement.

1.1 No Assignment or Resale of Ad Space.
Advertiser may not resell, assign or transfer any of its rights hereunder.

2. Advertisement Delivery.
ClickFuze.com will use commercially reasonable efforts to provide Advertiser impressions stated in the Advertiser Insertion Order in accordance with this Agreement, and will use commercially reasonable efforts to deliver the impressions set forth in the Advertiser Insertion Order starting with the Start Date and ending with the End Date. ClickFuze.com will make reasonable efforts to deliver impressions throughout the term of the Advertiser Insertion Order.

2.1 ClickFuze.com has adopted the IAB / AAAA’s Standard Terms and Conditions For Internet Advertising, for measuring impressions / results. Measuring results accordingly, ClickFuze.com will considered to have "Delivered" impressions, when impressions reported by ClickFuze.com meet an Advertisers Insertion Order.

2.2 ClickFuze.com’s default position regarding reporting is one, which requires the Advertiser to pay according to ClickFuze.com’s reporting. In the event that ClickFuze.com agrees to use Third-Party impression measurements for billing purposes, Advertiser expressly acknowledges that ClickFuze.com may use and consider Advertiser’s Third-Party measurements via their online reporting systems, interfaces, or manual, email delivery of reporting measurements from the Advertisers third-party reporting as an accurate, valid and final measurement of their campaigns performance. Advertiser herein agrees that it will not dispute their third-party data delivered via online reporting interface or via manual email to ClickFuze.com.

2.3 Schedule. Advertiser agrees and will deliver all Creative(s) to ClickFuze.com no less than 3 days prior to the first scheduled appearance of the Advertisement(s) on ClickFuze Network. If Advertiser does not deliver these Creative(s) to ClickFuze.com within the 3 days, ClickFuze.com reserves the right to terminate the Advertiser Insertion Order upon notice to Advertiser and will no longer have any obligation or duty under this Agreement.

3. License.
Advertiser represents and warrants that is has the right and license to grant ClickFuze.com a non-exclusive, world-wide, royalty-free right and license (subject to the Insertion Order) under the applicable party’s intellectual rights to transmit, publicly display, perform, store, copy, and distribute the Advertisement, trademarks, logos, images described in the Insertion Order on the ClickFuze Network.

4. Reservation of Right.
The availability, placement, positioning and description of the Advertisements on the ClickFuze Network will be set forth in the Advertiser Insertion Order. ClickFuze.com will use commercially reasonable efforts to place the Advertisement on the Network as specified in the Advertiser Insertion Order. In the event that ClickFuze.com re-designs the Network, ClickFuze.com will provide placement that are similar in prominence and value as determined by ClickFuze.com during the term of this Agreement.

4.1 ClickFuze.com reserves the right to reject, revise or remove, or to require Advertiser to correct or revise any or all of the Advertisement, if ClickFuze.com reasonably believes that such Advertisements might violate any of Advertisers representations under this Agreement, or might fail to conform to acceptable Creative standards. Advertiser agrees and understands that failure to comply with ClickFuze.com’s specifications for Advertisements, may result in the removal of the Advertisement from the ClickFuze Network.

5. Payment, Payment Liability, Credit and Cancellation Terms.
The Advertiser Insertion Order shall specify and define the amount and terms under which ClickFuze.com will receive payment for the delivery of the Campaigns. ClickFuze.com will Invoice Advertiser on a predetermined basis for all Campaigns delivered during the term of the Insertion Order.

5.1. Upon the Invoicing of Campaigns to the Advertisers, full payment is to be made within 15 days if agreed to. Failure to pay total balance due, will result in a 1.5% monthly accrual of interest or the maximum allowed by law.

5.2. Advertiser is liable and agrees to pay all outstanding amounts due to ClickFuze.com. All balances must be paid before the start of the next campaign. ClickFuze.com reserves the right to cancel any / all campaign placement after notification of unpaid balances after 3 days.

5.3. All payments will be made in advance unless agreed upon otherwise or credit is approved and ClickFuze.com is under no obligation to perform agreed upon services until payment is received. Upon credit approval, terms are standard agreed to be Net 7, 15 from the date of Invoice.

5.4. The Advertiser is responsible to validate all impressions and / or clicks delivered. The Advertiser must report any under and / or over deliveries within 1 day of the occurrence. ClickFuze.com is not liable for an under and / or over deliveries not reported within this timeframe and the Advertiser does not reserve the right, title, and intent to dispute payment.

5.5. Either party may cancel this Agreement upon providing opt-out clause agreed to upon written notice via email, fax, telephone, or by using ‘Requests’ buttons within Advertiser Control Panel within Advertiser Control Panel. If the Advertiser cancels the campaign early – payment is to be settled immediately, and a credit or debit is required to be paid.

5.6. All payments must be made in US funds unless agreed to other currency at time of agreement.

5.7. Pausing. Pausing a campaign will be considered a normal practice by ClickFuze.com if a campaign delivers outside standard 15% impression discrepancy, there are technical errors, reporting problems, and ClickFuze.com will make commercially best and reasonable efforts to fix any / all problems in order to resume the campaign.

5.8. Advertisers credit is established on a client by-client basis.

5.9. If the Advertisers payment has not cleared for the Advertiser Insertion Order, a faxed/emailed copy of the payment should be provided to ensure smooth transition for the start of the campaign.

6. Advertisement & Creative Standards.
If Advertiser provides ClickFuze.com with Creative using 3rd party tags, Advertiser agrees to provide ClickFuze.com with a sample of each and all advertisements contained within the 3rd party tags. If Advertiser fails to provide the samples and tags, will be cause for termination. In the event ClickFuze.com's relationship with its publishers is damaged as a result of this condition, ClickFuze.com reserves the right to recover any and all monetary damages.

6.1. All Advertisements and Creative(s) are subject to ClickFuze.com’s approval, and ClickFuze.com reserves the right to reject or omit any Creative and / or Advertisement.

6.2. Advertiser agrees to login to their ClickFuze.com reporting account and check all Creative / Advertisements within 2 days prior of the start of a campaign. If no confirmation is received, it will be recognized as acceptance of the Creative / Advertisement, and that it is functioning properly and Advertiser agrees to pay for all impressions and clicks delivered via described in this Advertiser Insertion Order. Any and all Creative(s) / Advertisements problems should be brought to the attention of your ClickFuze.com Account Manager immediately.

7. Limitations of Liabilities.
CLICKFUZE.COM WILL NOT AND SHALL NOT HAVE ANY LIABILITY TO THE ADVERTISER FOR LOSS PROFITS OR OTHER SPECIALS, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES BASED UPON A CLAIM OF ANY TYPE OR NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY DAMAGES. CLICKFUZE.COM MAKES NO WARRANTIES TO THE ADVERTISER AND DISCLAIMS ALL WARRANTIES.

8. Indemnify.
All Creative / Advertisements have been accepted and published upon the representation that the Advertiser is authorized to publish the entire contents and subject matter provided. Advertiser agrees to indemnify and hold harmless ClickFuze.com, its Affiliates, Clients, Publishers and their respective affiliates, employees, officers, agents, directors, and representatives, harmless from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (collectively "Losses") indemnify, defend, and release ClickFuze.com harmless from any and all liability for any claim or suits for libel, tort, defamation, violation of rights of privacy, plagiarism, attorney’s fees, trademarks, logos, copyright infringement, unauthorized content placement, distribution contained in the Creative / Advertisement or the unauthorized use of any person’s name or photograph arising from ClickFuze.com reproduction or redistribution, and publishing of such Creative / Advertisements.

8.1. Advertiser understands that ClickFuze.com cannot monitor all Creative(s) / Advertisements, and affiliate / publisher site(s), and ClickFuze.com cannot and will not be held responsible for the content of any site. If Advertiser can reasonably demonstrate that any placement of any Advertisement by ClickFuze.com hereunder harms the Advertiser, then ClickFuze.com will use commercially reasonable efforts to remove such Advertisement promptly following Advertisers notification thereto ClickFuze.com.

8.2. Advertisers guarantees that data regarding consumers gained by this campaign will only be used for legal purposes and Advertiser will indemnify, defend and hold harmless ClickFuze.com from any and all losses, liabilities, claims, obligations, costs, expenses.

9. Force Majeure.
ClickFuze.com is not liable for delays in delivery and / or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond ClickFuze.com’s control.

10. Confidentiality, Non-Disclosure, Proprietary Relationships.
Advertiser and / or ClickFuze.com have disclosed or may disclose to each other information relating to each party’s business (including, without limitation, data and other information pertaining to publisher sites, brokered site(s), Creative, Advertisements, campaign(s) and vendors that current are or have been part of the ClickFuze Network), all of which to the extent presently or subsequently disclosed to each other is "Proprietary Information." Advertiser and ClickFuze.com agree

(a) to keep Proprietary Information in strict confidence and to take all commercially reasonable methods to protect such Proprietary Information,

(b) not to make any use in any manner at any time of such Proprietary Information, except for the purpose of evaluating the results of Advertiser’s advertising campaign,

(c) not to copy any Proprietary Information for any purpose whatsoever without written permission from each party, and

(d) not to divulge any Proprietary Information or any information derived there from to any third party. Advertiser agrees to undertake reasonable security measures to prevent the disclosure of Proprietary Information.

10.1. ClickFuze.com has relationships with publishers, networks, affiliates, advertisers, agencies, consultants, and others that make up ClickFuze Network and ClickFuze.com. Advertiser agrees not to solicit directly or indirectly, recruit, or encourage any of the above listed, and not limited to, relationships for purposes of competing with ClickFuze.com, including, without limitation, the placement of Advertisements / Creative, hosting, distribution, publishing in any form without the express, written consent of ClickFuze.com. The Advertiser agrees that in the event of breach of these representations by Advertiser, ClickFuze.com shall be entitled to equitable, and injunctive relief as remedy. ClickFuze.com will seek monetary damages up to the fullest permitted under applicable law. See 14 below for additional notifications.

11. Choice of Law and Venue and/or Arbitration.
Advertiser enters into this Agreement in good faith and will assist ClickFuze.com with reasonable efforts and in timely manner to effect the placement of Advertisements. Advertiser hereby authorizes ClickFuze.com to present, distribute and publish Advertisements as ClickFuze.com sees fit and in accordance with the terms and conditions set forth in the Insertion Order. Advertiser agrees that if any dispute arises out of this transaction, Advertiser will work with ClickFuze.com to settle the dispute amicably as a first step. If the dispute or controversy continues and is not settled amicably, then the dispute could be subject to Arbitration. Either party may initiate arbitration by sending a written demand for arbitration to the other party, setting forth the subject in dispute and the relief sought. The Advertiser agrees that this Agreement shall be exclusively governed by the laws of the State of Delaware. The prevailing party of any litigated dispute arising out of this Agreement shall receive its reasonable attorneys’ fees, and any costs and expenses incurred.

12. Press Releases.
Advertiser will not make any press or public release or disclose any information without the specific written approval of ClickFuze.com. Advertiser agrees to provide ClickFuze.com with a copy of the intended disclosure no later than 3 business days prior to disclosure. From time to time, ClickFuze.com may issue public releases, and mention Advertiser as a new client of ClickFuze.com.

13. Survival.
Sections numbered 7, 8, 10, and 11 will remain in force, even after the termination of this Agreement by either Advertiser, or ClickFuze.com. Section 10 will remain in force for one (1) year from such termination.

14. Misc.
Advertiser is responsible for any and all taxes, VAT. domestic or foreign, or any other fees relating to the placement of Creative / Advertisements with ClickFuze.com. Advertiser warrants and represents that it/he/she is at least 18 years of age, has the authority to enter into and bind this Agreement. Advertiser may not assign or transfer this Agreement or any other rights of the Advertiser. There is nothing in this Agreement that is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein.

14.1 Additional Confidentiality. Advertiser recognizes that the ClickFuze.com has proprietary relationships with the third-party publishers which provide advertising inventory to the ClickFuze.com, and Advertiser agrees not to solicit, induce, recruit, or encourage, directly or indirectly, any publisher that is known to Advertiser to be a client of the ClickFuze.com, for purposes of offering products or services that are competitive with the ClickFuze.com (including the direct or indirect sale of advertising), during the term of this Agreement and for the 1 year period following termination of this Agreement.

14.2. Additional Advertiser Warrants. If Advertiser is an advertising agency, reseller or other entity representing advertisers, Advertiser hereby represents, warrants and covenants that it is the authorized agent of its advertising clients and has the legal authority to enter into this Agreement on behalf of its advertising clients and that such authority includes, without limitation, the right to bind such advertising clients to the terms of this Agreement, to manage such advertising clients' accounts with the ClickFuze.com, and to make all decisions (including, without limitation, setting campaign budgets and pricing) and take all actions (including, without limitation, billing and collection of amounts owed by Advertisers) relating to such accounts and to grant the permissions herein. Upon request by ClickFuze.com, Advertiser agrees to immediately deliver to ClickFuze.com the agreement(s) that designate Advertiser as the advertising client's agent and so authorizes Advertiser to act on its behalf in connection with the Agreement.