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Updated by Snap-Install, December 22, 2006 |
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Before taking possession, signing up, downloading, reviewing or in any otherwise form of using the Snap-Install.com Software (as defined below), you (the 'Publisher') must have agreed to all of the terms of this distribution agreement. Upon agreeing to the Terms and Conditions set forth in this Agreement by your acceptance by completing the online Publisher Sign-up registration form, Snap-Install, hereafter called (the 'Company') grants you a limited, non-exclusive, royalty free license during the term of this Agreement to promote, display and distribute the Company's executable code(s) and creative(s), found in the Promotional Tools Area (hereinafter referred to as individually or as a combination of as the 'Tools') on the Publishers website(s) only, and only in accordance with this Agreement (further detailed in Section 2).
NOTICE: In accordance with the terms of the Publisher Distribution Agreement (“Agreement”), effective immediately, all previous versions of the Agreement are terminated, null, of no effect and are replaced by this version dated December 22, 2006. The Company reserves the right to change the terms of this Agreement at any time without notice to Publisher and, Publisher agrees to be bound by such revised terms.
Therefore, this is a legal agreement between you and the Company. By signing up in our program you agree to be bound by the the Terms and Conditions set forth herein. Your participation will not be recognized unless you have accepted each and every term hereof.
"Bundled Product" means any bundled software made available to Publisher to offer to their End User that contains the Software and a Product, including but not limited to, a specific website, web page, content, other software or functionality or programming that contains the software and any product.
"End User" means any person or entity licensed by the Company to use the Software pursuant to an End User License.
"End User License Agreement" shall mean an agreement between Company or one of its Publisher and a User under which the User is required to agree to certain terms and conditions as a prerequisite to using a Product.
"Product(s)" means (a) either the Company Promotionally Listed Offers, as determined by the Company in its sole discretion, and (b) any other product(s) or service(s) that Company authorizes the Publisher to distribute pursuant to this Agreement.
"Proprietary Right" means any patent, copyright, trademark, trade secret or other intellectual or proprietary right, under the laws of the United States or any other country.
"Referred Publisher" is an individual or group that signs up for Company’s program after being referred by a Publisher through its referral link, with the Publisher account ID being recorded upon sign up.
"Term" means the period of time specified in Section ____ of this Agreement.
"Tools" means any content made available by Company to Publisher from time to time for display or use on Publisher Site(s), including, without limitation, code, interface materials, paper or electronic documentation, trademarks, service marks, and trade names.
"User" means a new unique end-user who, during the Term, installs the Company Promotional Tools (either alone or in connection with installations of any other Company approved third party Product(s)) on such user’s computer through the install process of the Publisher, who has not previously installed the same offer(either alone or in connection with installation of any other Product), and whose installation is reported by Company’s tracking system as a valid and unique installation. Company uses proprietary technology to confirm the uniqueness of the install, and whether or not it previously had been installed.
"Publisher" is an individual or entity that signs up by completing the on-line registration form.
"Publisher Site(s)" means the website(s) owned or controlled by Publisher as provided by Publisher in the on-line registration form.
As mentioned briefly above and subject to the terms and conditions within this Agreement, the Company hereby grants Publisher a non-exclusive, non-transferable license to a) use, copy display the Software internally for the purpose of integrating the Software into and distributing Bundled Products and b) to distribute the Software as part of Bundled Products, in each case, and in accordance with the terms and conditions of this Agreement. In addition, where Publisher requests specific content, trademarks, logo or creative to promote their Bundled Products the Company will on case by case grant a non-exclusive, non-transferable, license to distribute such. Publisher shall provide the services as described in the Additional Terms (see below). Company will provide Publisher with code or web pages for use on Publisher Site(s) to enable Users to access, download and install Products from Company. This standard code and web pages can be found in the 'Promotional Tools' section of the Company web site. Publisher shall not modify the Tools, which are licensed to Publisher as set forth in the Additional Terms. Publisher may not reference Company, its directors or its parent or subsidiary companies without first receiving written consent from Company. Publisher may not issue any press release or other public statements regarding this Agreement without Company’s prior written consent.
a) Bundling and Notices. Publisher shall only distribute the Software as part of a Bundled Product that includes a copy of the End User License Agreement, and Publisher shall cause all Company and partners' copyright and restrictive rights notices appearing in the Software to be retained in the Software, as integrated into all Bundled Products.
b) End User Must Accept End User License Agreement. Publisher shall include in each Bundled Product such security and other devices and measures as may be necessary to ensure, that (i) the Software is downloaded each time the Bundled Product is downloaded and that (ii) in order to complete each download of the Software (each a "Download"), each End User is required to affirmatively accept (e.g., by clicking a button labeled "I Accept", "Yes" or some other affirmative act), and in fact accepts, the terms and conditions of the End User License Agreement, including, but not limited to, instances in which Downloads occur through advertising via "ActiveX" technology.
Publisher shall not, directly or indirectly, promote, advertise market, sell, bundle, or distribute in any form any software or product that competes with the Company Promotion, Offer, or any Product during the Term and for a period of 60 days after this Agreement is terminated.
Publisher agrees to be bound by the Company Code of Conduct set forth on Company’s website (the “Code of Conduct”), which is incorporated in its entirety in this Agreement by this reference (see below). Publisher further acknowledges that such Code of Conduct may be revised and updated from time to time and that by continuing to participate hereunder after such changes are posted and made available to the general public, Publisher explicitly agrees to be bound by such changes. Company believes that promoting an atmosphere of decency and trust amongst itself as well as its Publisher Network assists in the overall performance of Bundles and cleanliness of web site channel. * Publisher agrees to use the English language for all text and documentation associated with the Products. If required and Company does not provide a translation for the Publisher, then English will remain the default language.
Company will pay Publisher according to terms set forth in the Additional Terms. Company will be entitled to withhold or deduct payment if a major breach occurs by Publisher. Publisher is responsible for keeping its payment information up to date. Payments will be sent to locations noted in the Account Info area of the Partners Area login on the Company site. Payments will be made by check and wire depending on the amount and frequency. Further details following in Additional Terms section.
Company owns and retains all rights, including Proprietary Rights, in and to the Tools and Products. All rights not expressly licensed hereunder are expressly reserved by Company. Publisher shall use the Tools and Products only as provided herein, and shall not alter the Tools or Products in any way, nor shall it act or permit action that would in any way impair the rights of the Company in the Tools or Products. Publisher acknowledges that its use of the Tools and Products shall not create any right, title or interest in or to such Tools and Products and all goodwill or reputation generated by Publisher’s use shall inure to the benefit of Company. Publisher shall not adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Company trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction. Publisher shall notify Company promptly in writing of any known infringement of the Company Proprietary Rights or other rights in the Tools or Products. As between Company and Publisher, Company is and shall be the sole and exclusive owner of User Information collected through the Products.
The term of this Agreement shall commence on the date Company receives Publisher's on–line registration and shall continue in force thereafter, unless earlier terminated as provided herein. If Publisher breaches this Agreement, or if Publisher engages in any action that, in Company's sole discretion, reflects poorly on Company or its trademarks, service marks, trade name or reputation, Company may terminate the Agreement immediately upon notice to Publisher. Either party may terminate this Agreement on thirty (30) days written notice to the other party for any reason. Upon the termination of this Agreement for any reason, all license rights granted herein shall terminate immediately, and Publisher shall immediately cease use of the Tools and Products.
During the Term of this Agreement Publisher agrees not disclose or use the "Confidential Information" (defined below) of Company or will only use it as contemplated by this Agreement. Confidential Information is information that has or could have commercial value or other information that Publisher ought in good faith from the circumstances of its disclosure consider to be confidential, including all Proprietary Rights of Company and all other business, technical and financial information that is obtained from Company pursuant to this Agreement. Confidential information shall not include any information that Publisher can verify with substantial proof that: (i) is generally available to or known to the public through no wrongful act of Publisher; (ii) was independently developed by Publisher without use of Confidential Information; or (iii) was disclosed to Publisher by a third party under no obligation of confidentiality to Company.
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
During the Term of this Agreement and thereafter, Publisher agrees that it will not disclose or use the "Confidential Information" (defined below) of Company or will only use it as contemplated by this Agreement. Confidential Information is information that has or could have commercial value or other utility in the business or prospective business of Company, or information that Publisher ought in good faith from the circumstances of its disclosure consider to be confidential, including all Proprietary Rights of Company and all other business, technical and financial information that is obtained from Company pursuant to this Agreement. Confidential information shall not include any information that Publisher can verify with substantial proof that: (i) is generally available to or known to the public through no wrongful act of Publisher; (ii) was independently developed by Publisher without use of Confidential Information; or (iii) was disclosed to Publisher by a third party under no obligation of confidentiality to Company.
In the event of a dispute relating to this Agreement that cannot reasonably be resolved between the parties, the parties agree to submit their dispute to binding arbitration before the American Arbitration Association (“AAA”). Such arbitration shall be held in local jurisdiction to be determined and shall be conducted under the then–prevailing rules of the AAA. The existence, content and result of such arbitration shall be held in confidence.
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
Neither party shall assign this Agreement or any of its rights under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Notwithstanding anything in this agreement, Company may assign this contract to a wholly owned subsidiary without notice or consent.
In the event of a dispute, the substantially prevailing party is entitled to recover reasonable legal fees and court costs.
Company may disclose information related to Web Publisher as it believes is reasonably necessary to comply with law enforcement, regulatory or other governmental authority, to prevent harm to Web Publisher or others, or in the event of a breach of this Agreement. In the event of a breach of this Agreement, including the Code of Conduct, the Company reserves the right to disclose Web Publisher information to law enforcement authorities and other regulatory bodies.
Notices, demands and other communications shall be in writing and sent to, as applicable, the address of Publisher provided by Publisher to Company during the on-line registration process and the address of Company as set forth on Company’s website, and shall be deemed to have been properly given:
(a) If delivered by mail, overnight courier or express, when received by addressee; or
(b) If sent by confirmed fax, one business day following receipt by addressee; or
(c) If sent by email from Company to Publisher, using the email address provided by Publisher, on the same day as the email is sent.
Publisher shall not, directly or indirectly, export or re-export any Product on the United Nations Non-Export List.
Publisher shall defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees, agents, successors, licensees, attorneys, suppliers and assigns, and each of them, from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims by third parties arising from (a) Publisher’s breach of Section 3 and/or the Code of Conduct; (b) Publisher’s negligence or willful misconduct; or (c) Publisher’s own technology, business and Site(s).
Lorem ipsum dolor sit amet, consectetur adipisicing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.
There is no relationship of agency, partnership, joint venture or employment between the parties. Neither party has the authority to bind the other nor to incur any obligation on the other’s behalf except as described in this Agreement.
This Agreement is the complete agreement between the parties, and supersedes all previous agreements, proposals and communications, written and oral, with respect to this subject matter. No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a writing signed by the parties to be bound thereby. The foregoing notwithstanding, if a revised, updated version of this Agreement is posted online by Company, and Publisher continues to participate in Company’s Publisher program, then Publisher is thereby agreeing to be bound by such revised terms.
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SNAP-INSTALLS DISTRIBUTION |
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Publisher shall provide the possibility to install the Products from Publisher Site(s) to end-users of Publisher's Site(s) only and not to sub-distributors or any other third parties.
a) Payout Rates. Payout rates depend on the package the Publisher chooses. All packages have different payout rates for every country. Please refer to the Description of Programs on Company’s website for more details. Such Description of programs is hereby incorporated into the Agreement by this reference. Company will pay Publisher a commission based on User installations performed through the Publisher ID for the 'per install' program and on a 'per impression' basis for the CPM program. Publisher on the CPM program must maintain a 1/40 (install/download) ratio as per Company's internal statistics. Publisher violating this rule will be switched retroactively to the per install program only for the period that the ratio was over 1/40.
Company pays on valid installations coming from EVERY country listed in Company’s rate sheet. Company further reserves the right not to pay for installations coming from certain countries if they are not profitable to Company (for example, a Publisher who sends 100% China traffic will not be credited for all installs). Western Europe and all English-speaking countries are excluded from the previously stated limitation.
Company will issue payment once Publisher's account balance has reached Two Hundred Fifty United States dollars (US$250.00). The minimum amount for sending a wire transfer is one thousand United States dollars (US$1000.00). If the amount is less, it is carried over from week to week until Publisher has accrued the minimum payout.
b) Payment Terms. Payments are sent weekly after the end of the pay period, as determined during the on–line signup process. Payment is equal to the total showed in Publisher's account, less any taxes or fees Company may be required to withhold, and less any amount Company determines, in its sole discretion, was not validly earned from proper use of the Tools, including use of the Tools on Publisher's Site.
c) Bonuses. Company agrees to pay a referral bonus to Publisher for all installations sent by Referred Publisher. The referral bonus is equal to ten (10) percent of the Referred Publisher’s net revenue.
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SNAP-INSTALLS PUBLISHERS CODE OF CONDUCT
Updated September 22, 2006 |
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Unless otherwise defined herein, capitalized terms used in this Code of Conduct shall have the same meaning as ascribed to them in the Publisher Agreement.
Definition of ‘bundled.’ For purposes of this Code of Conduct, a “bundled” product or application includes all other products or applications that may be downloaded to, and installed on, the User’s computer at the same time as the Product, or at a later time by an application or product initially delivered at the same time as or otherwise connected to the Product, excluding new version updates and upgrades to the initially delivered application or product. See also “Notice Required” section, below.
Publisher Site. Publisher Site must be (i) content-based, i.e., not simply a list of links or advertisements, nor a site which is centered around making money off of Company advertisers, as may be determined by Company in its sole and unfettered discretion; (ii) written solely in English (exceptions require Company’s specific, prior written approval); (iii) a top-level domain, as that term is defined by the Internet Corporation for Assigned Names and Numbers; and (iv) fully functional at all levels, i.e., no "under construction" sites or sections. Web Publisher Site must not contain incentives to Users to click on ads such as cash awards, points, prizes, contest entries, etc. Web Publisher Site shall not primarily target Users younger than 18 years of age.
Publisher Account. Only one Account is allowed per company or organization unless otherwise agreed to in writing by Company. Publisher may use this Account for multiple Publisher Sites, provided that Web Publisher register each and every Publisher Site in their Account where Company software will be distributed.
Notice Required. Web Publisher agrees to accurately provide easy-to-read and easy-to-understand notice and information to all Users of Products and all other applications that are bundled with Products (if any, and which requires Company’s specific written consent), before initiating a download to and installing the Products or applications on a User’s computer and to give such User an easy and appropriate method to agree or not to agree to such installation. Publisher shall under no circumstances attempt to launch a Product executable without first displaying the above-described messaging and receiving explicit User consent for the installation. Company reserves the right to approve final wording of this messaging and to require periodic changes as necessitated by changes to Products or for other business reasons. Publisher shall not alter code to automatically initiate the license prompt, nor shall Publisher drive traffic to web pages where content is set to autoplay. Content may only be set to autoplay on pages displayed following explicit User action (such as a mouse click).
Ability to Easily Uninstall Required. Publisher will ensure that the User may easily remove and/or uninstall not just the Products, but each and every other application bundled with Products by using the Microsoft Windows “Add or Remove Programs” menu. Publisher will also ensure that all applications bundled with Products adhere to terms no less restrictive than those contained in this Code of Conduct. Other products or applications that act as program “Trojans” (installing additional applications without full product descriptions and EULA acceptance) shall not be bundled with any Product.
Audit Rights. At any time, Company will be allowed to test all other products with which a Product (or, without limitation, any portion or derivation thereof) is bundled to ensure Publisher’s compliance with the guidelines and terms herein. Neither the conducting of such testing, nor the failure to do so, will act as any certification or other affirmation that Publisher is in compliance with the terms and conditions herein nor relieve Publisher from any liability hereunder. Upon request, Web Publisher is required to provide live links to all locations where Company’s products are available. Upon request, Publisher is also required to provide additional proof of identification in a form acceptable to Company in its sole discretion.
No Spam. Company does not accept any form of spam and detects/discards all traffic from unsolicited email, newsgroups, instant messages, chat forums, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from an active human. Spamming by any of these methods will cause the responsible Web Publisher Account to be terminated.
No Objectionable, Inappropriate, or Unlawful URLs. The action of sending any hits from any URLs or any materials protected by DRM technology that contain and/or promote the following content is not permitted: warez, cracks, serials, keygens, ROMs, EMUs, newsgroup postings, spam emails, illegal MP3s or any other site that contains content or promotes activities that are illegal in the United States of America.
No Fraudulent Installs. Publisher shall not generate or facilitate fraudulent or artificially created installs, including, without limitation, installs generated through (i) forced, automated, mechanical or electronic means (including hitbots, multiple clicking scripts, hidden links, incentivizing surfers or any other similar activity), (ii) altering the User’s security settings, or (iii) unsolicited emails, electronic data mining, harvesting or other similar means of generating artificial activity (e.g., transfers generated by a bot, macro program, internet agent or other similar device). Publisher may not send traffic to Company or to Publisher Site by any type of automatic installs, browser exploits, viruses, bots, rootkits, or by any other means, even if otherwise legitimate. Publisher shall not use false advertising or other deceptive or inappropriate means to generate installs.
Compliance. Publisher will perform its obligations pursuant to this Code of Conduct in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, Publisher will: (a) not engage in any unfair or deceptive trade practice involving the promotion or distribution of the Products; (b) not include on any Publisher Site any content or material that in Company’s sole discretion (i) is defamatory, libelous, slanderous or offensive, or that abuses or threatens physical harm to others, (ii) is offensive, insensitive or disparaging regarding racial, ethnic, or political matters or is otherwise objectionable, or (iii) infringes the rights of any party or any law, regulation or legal authority including, without limitation, rights of publicity or privacy; (c) not make any false, misleading or disparaging representations or statements with regard to the Products or Company or Company’s employees; (d) post and comply with a privacy policy clearly setting forth its practices regarding the collection, use and dissemination of User personally identifiable information; and (e) not infringe, misappropriate or violate any Proprietary Rights of Company or any third party.
Publisher Responsibility. Publisher is solely responsible for any Publisher Site(s) and all content that appears on and any collection of information by Publisher on Publisher Site(s). Publisher may use or display Company materials only in the size, place and manner Company may indicate within Publisher Site(s) and only in a manner that complies in all respects with Company's guidelines, as the same may be modified from time to time by Company in its sole discretion. In addition, Web Publisher will ensure that appropriate messaging and EULA acceptance precedes every installation of a Product and every other product that is bundled with a Product.
The parties agree that strict compliance with the terms and conditions of this Code of Conduct is at the essence of the relationship between Publisher and Company. The parties further agree that damages from breach of this Code of Conduct may be difficult to calculate. Accordingly, the parties agree, in addition to any indemnification or refund obligations herein (and without limitation to any other legal or equitable rights or remedies) to liquidated damages calculated as follows: two times (2x) the amount equal to what Company did pay or would have paid Publisher if the installs had been proper.
Indemnification for Violations of the Code of Conduct. If any claim is made, or any action or proceeding is instituted, against Company that alleges or is based upon or arises out of Publisher’s breach of any representation, warranty or obligation arising under this Code of Conduct, Publisher shall indemnify and hold Company harmless from all damages, awards, costs and expenses (including reasonable attorneys’ fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the Publisher Agreement or otherwise) made by Publisher.
Changes. Company reserves the right to change the terms of this Code of Conduct at any time without notice to Publisher and, by continuing to participate as a Company partner, Publisher agrees to be bound by such revised terms. Company will post those changes on the Code of Conduct page of the applicable website. Publisher’s continued participation as a Company partner following the posting of such changes to the Code of Conduct will constitute Web Publisher’s acceptance of any such changes.
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