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Pheedo Publisher Terms of Service

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR PHEEDO'S PUBLISHER PROGRAM. PARTICIPATION IN THE PHEEDO'S PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR PHEEDO'S PUBLISHER PROGRAM.

Welcome to the Pheedo's Publisher Program (the "Program"). Your use of the Program is subject to these Terms of Service ("TOS") and the Program Frequently Asked Questions ("FAQ"). Pheedo reserves the right to update and change the TOS and FAQ from time to time without notice or acceptance by you. You can review the most current version of the TOS at any time at: http://rss.digitalcamerareview.com/corp_tos.php and the FAQ at: http://knowledge.pheedo.com/.

Introduction. This agreement ("Agreement") between You and Pheedo, Inc. ("Pheedo") consists of these Program Standard Terms and Conditions ("Terms and Conditions") and the Program Frequently Asked Questions ("FAQ"). "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 the terms of this Agreement.

1. Program Participation. In order to participate in the Program your account must be approved by Pheedo. Pheedo reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Pheedo may serve third party and/or Pheedo provided advertisements (collectively, "Ads") in connection with the Web site(s) and/or syndicated content feed(s) that You designate (each a "Site", or "Feed") using Pheedo's advertising serving technology. Multiple accounts held by the same individual or entity are subject to immediate termination.

2. Implementation; Ads on Your Site and Feed. You understand that you must comply with the technical specifications provided by Pheedo to enable proper display of the Ads in connection with Your Site(s) and Feed(s), including without limitation by not modifying the JavaScript or other programming provided to You by Pheedo in any way. Ads shall be grouped by Pheedo and displayed to end users of the Site(s) as ad units (such groups of Ads referred to as "Ad Units") in standard formats as specified in the FAQ. You may select a format approved by Pheedo for the display of Ad Units in connection with the Site(s) and/or Feeds, but You acknowledge and agree that Ads: (a) shall only be displayed in connection with the Site(s) and Feed(s), each of which is subject to review and approval by Pheedo in its discretion at any time; and (b) shall be subject to the placement guidelines set forth in the FAQ.

3. Communications Solely With Pheedo. You agree to direct to Pheedo, and not to any advertiser or exchanger, any communication regarding any Ad(s) displayed at Your Site(s) or in connection with Your Site(s).

4. Program FAQ. The FAQ contain many important policies and procedures. Pheedo may modify the FAQ and these TOS at any time by publishing such modifications on Pheedo's Web site located www.pheedo.com ("Pheedo Web Site").

5. Parties' Responsibilities. You agree that you are responsible for knowing the contents of the FAQ and these Terms and Conditions. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Pheedo of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Pheedo cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5. You are solely responsible for the Site(s) and Feed(s), including all content and materials, maintenance and operation thereof and proper implementation of Pheedo's technical specifications. Pheedo shall not be responsible for anything related to Your Site(s) and Feed(s) and shall not be obligated to provide notice to You in the event that Ads are not being displayed properly to end users of the Site(s) and/or Feed(s).

6. Prohibited Uses. You agree that you will not, and will not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any Ad(s), including but not limited to through repeated manual clicks, the use of robots or other automated query tools, and/or the fraudulent use of software; (ii) edit, modify, filter or change the order of the information contained in any Ad and/or Ad Unit, or remove, obscure or minimize any Ad or Ad Unit in any way, except as expressly provided in the FAQ; (iii) frame any Web page accessed by an end user after clicking on any part of a Ad ("Advertiser Page"); (iv) redirect an end user away from the Advertiser Page, provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the Ad and the Advertiser Page; (v) display any Ad(s) on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable Web site), on any search results page or in any email, or on any Web page or any Web site that contains any pornographic, hate-related or violent content, or as otherwise specified in the FAQ; or (vi) act in any way that violates any Program policies posted on the Pheedo Web Site, as revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement, and could also subject You to state and federal penalties and other legal consequences.

7. Termination; Cancellation. You may cancel the participation of any Site or Feed in the Program and/or terminate this Agreement with or without cause at any time by complying with the cancellation procedures set forth in the FAQ. Pheedo may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or suspend or terminate the participation of any Site in the Program for any reason. If Pheedo notifies You of any such termination or cancellation (which notice shall be effective immediately), or notifies You of a breach of this Agreement, You shall remove all JavaScript or similar programming from Your Site(s) and/or Feed(s) within one (1) hour of receipt of notice. In addition, Pheedo reserves the right to terminate without notice any account that has not generated any clicks on Ads (as measured by Pheedo) for a period of three (3) months or more. Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Sections 3, 7 through 11, and 15 through 18 shall survive termination.

8. Confidentiality. You agree not to disclose Pheedo Confidential Information without Pheedo's prior written consent. "Pheedo Confidential Information" includes without limitation: (a) all Pheedo software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by Pheedo; and (c) any other information designated in writing by Pheedo as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or Pheedo, or information that has been (i) independently developed without access to Pheedo Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

9. No Guarantee. Pheedo makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks under this Agreement.

10. No Warranty. PHEEDO MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, SYNDICATED CONTENT FEED MANAGEMENT AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON NON-PHEEDO CONTENT, PHEEDO SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS.

11. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PHEEDO'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY PHEEDO TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

12. Payment.You shall receive payment related to the number of valid revenue-generating clicks on or views of Ads displayed in connection with Your Site(s) and/or Feed(s) as determined by Pheedo for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by Pheedo within approximately ninety (90) days after the end of each calendar month that Ads are running on Your Site and/or Feed(s) if Your earned balance is $50 or more. If Your earned balance is less than $50, unless otherwise agreed to by the parties in writing (including by electronic mail), Pheedo shall make payments to You within approximately ninety (90) days after the end of the calendar year that Ads are running on Your Site(s) and/or Feed(s), but in no event shall Pheedo make payments for any earned balance less than $5.00. Notwithstanding any provision herein to the contrary, Pheedo shall not be obligated to make any payment to You in connection with the Program unless and until Pheedo has received payment from its Advertisers. Pheedo shall be authorized at any time to chargeback any fee paid to you in the event an Advertiser whose Ads have been displayed in Your Site(s) and/or Feed(s) assesses a chargeback against Pheedo or defaults on any amounts owed to Pheedo for such Ads. Notwithstanding the foregoing, Pheedo shall not be liable for any payment based on (a) any fraudulent impressions generated by any person, bot, automated program or similar device or fraudulent clicks similarly generated on any Ads, as reasonably determined by Pheedo; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Pheedo may deliver in the event that a Site or Feed is improperly configured to comply with Pheedo technical requirements; (d) Pheedo advertisements for its own products and/or services; or (e) impressions or clicks co-mingled with a significant number of fraudulent impressions or fraudulent clicks described in (a) above, or as a result of any other breach of this Agreement by You for any applicable pay period. Pheedo reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Pheedo's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed on Your Site(s) defaults on payment for such Ads to Pheedo. In addition, if You are past due on any payment to Pheedo in connection with any Pheedo program (including without limitation the Pheedo Ad Network program), Pheedo reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to you in connection with the Program by amounts owed by you to Pheedo. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. This information includes without limitation a valid U.S. Taxpayer Identification Number and Certification. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Pheedo may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify Pheedo in writing within thirty (30) days of any such payment; failure to so notify Pheedo shall result in the waiver by You of any claim relating to any such disputed payment. Pheedo shall have the right to pass through to your account balance your respective share of Advertiser payment defaults, chargebacks, bad debt, sales commissions, discounts, refunds and procesing fees related to the Ads and Ad payments that Pheedo may incur in operating the Program. Payment shall be calculated solely based on records maintained by Pheedo. No other measurements or statistics of any kind shall be accepted by Pheedo or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by Pheedo (including by electronic mail).

13. Publicity. You agree that Pheedo may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers.

14. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Pheedo to enroll in the Program is correct and current; and (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; and (c) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

15. Your Obligation to Indemnify. You agree to indemnify, defend and hold Pheedo, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.

16. Pheedo Rights. You acknowledge that Pheedo owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Pheedo's ad serving technology, feed metrics and analytics technology, and Brand Features, and excluding items licensed by Pheedo from third parties), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Pheedo services, software, or documentation. You will not remove, obscure, or alter Pheedo's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any Pheedo services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

17. Information Rights. Pheedo may retain and use for its own purposes all information You provide, including but not limited to Site and Feed demographics and contact and billing information. You agree that Pheedo may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Pheedo 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. Pheedo disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Pheedo may share aggregate (i.e., not personally identifiable) information about You with advertisers, business partners, sponsors, and other third parties. In addition, You grant Pheedo the right to access, index and cache the Site(s) and Feed(s), or any portion thereof, including by automated means including Web spiders or crawlers.

18. Miscellaneous. This Agreement shall be governed by the laws of California except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Francisco County, California. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Pheedo. Notwithstanding the foregoing, Pheedo may assign this Agreement to any affiliate at any time without notice. The relationship between Pheedo and You is not one of a legal partnership relationship, but is one of independent contractors.