This Gay Ad Network Program Member Agreement (this “Agreement”) is entered into by applying and being accepted to join the Gay Ad Network (the “Effective Date”) by and between user (“you”) and Family Powered Networks LLC, a Florida limited liability company (“we” or “Family Powered Networks”).
1. Overview. As further described in this Agreement, through its Gay Ad Network Program (“Program”) Family Powered Networks may (i) provide you with advertisements to place on your Web Site or Blog and shall share with you revenues generated by any advertisements and (ii) feature links on its website located at GayAdNetwork.com to link back to your Web Site or Blog. Family Powered Networks shall have the right to discontinue the Program at any time without further liability.
2. Web Site or Blog. You represent and warrant that you write, maintain, produce, operate or represent the Web Site or Blog and have the authority to enter into this Agreement, including the right to grant Family Powered Networks permission to (i) place advertisements on your Web Site or Blog, and (ii) register and administer your Web Site or Blog on Gay Ad Network's and our partner's ad exchanges and networks for the purpose of delivering advertisements.
3. Advertising. Family Powered Networks and its assigned sales agents and partners shall have the right, but not the obligation, to place advertisements on your web site or blog (“Gay-Ad-Network-Provided Advertisements”). The Gay-Ad-Network-Provided Advertisements may be provided to Family Powered Networks by advertising sales agents or advertising exchange distributors (“Ad Suppliers”). Family Powered Networks shall deliver the Gay-Ad-Network-Provided Advertisements to you and you shall display the Advertisements on your web site or blog as otherwise agreed to by you and by Family Powered Networks. Nothing herein shall require Family Powered Networks to provide you with any Gay-Ad-Network-Provided Advertisements and we make no guarantee regarding the amount of any payment to be made to you in connection with the Gay-Ad-Network-Provided Advertisements under this Agreement.
5. Quality Control. While Family Powered Networks does not intend, and does not undertake, to monitor all of the content on your Web Site or Blog, if we at any time during the Term (i) become aware of a breach or inaccuracy of any representation or warranty of you or (ii) determine, in our sole discretion, that any content contained on your Web Site or Blog is unacceptable, you agree that Family Powered Networks shall have the right to (a) remove any link from the Gay Ad Network Website to the your Web Site or Blog immediately and without notice to you; and/or (b) request immediate removal of any content on your Web Site or Blog and you shall comply with such request, in each case in the event that Family Powered Networks determines, in its sole discretion, that the Web Site or Blog adversely affects Family Powered Networks and our Gay Ad Network.
6. Payment. You shall receive a payment related to the number of valid impressions of Gay-Ad-Network-Provided Advertisements, the number of valid clicks on Gay-Ad-Network-Provided Advertisements, and/or other events performed in connection with the display of Gay-Ad-Network-Provided Advertisements on your website, in each case as determined by Family Powered Networks for its participants in the Program. By the 5th business day of each month, payments to you shall be sent by Family Powered Networks or by our payment processing partner within approximately thirty-five (35) days after the end of each calendar month that Ads are running on your website if your earned balance is $10 or more. In the event the Agreement is terminated, Family Powered Networks shall pay your earned balance to you within approximately thirty-five (35) days after the end of the calendar month in which the Agreement is terminated by you (following Family Powered Networks's receipt of your written request, including by email, to terminate the Agreement) or by Family Powered Networks. In no event, however, shall Family Powered Networks make payments for any earned balance less than $10. Notwithstanding the foregoing, Family Powered Networks shall not be liable for any payment based on: (a) any amounts which result from invalid clicks or impressions generated by any person, bot, automated program or similar device, as reasonably determined by Family Powered Networks, including without limitation through any clicks or impressions (i) originating from your IP addresses or computers under your control, or (ii) solicited by payment of money, false representation, or request for end users to click on ads. Family Powered Networks 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 Family Powered Networks'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 in connection with your website defaults on payment to Family Powered Networks.
To ensure proper payment, you are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. 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. Family Powered Networks may change its pricing and/or payment structure at any time. If you dispute any payment made under the Program, you must notify Family Powered Networks in writing within thirty (30) days of any such payment; failure to so notify Family Powered Networks shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Family Powered Networks. No other measurements or statistics of any kind shall be accepted by Family Powered Networks 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 Properties managed by you that require separate payments) unless expressly authorized in writing by Family Powered Networks (including by electronic mail). From time to time Family Powered Networks may be holding funds, payments and other amounts due to you in connection with this Program. you acknowledge and agree that Family Powered Networks may, without further notice to you, contribute to a charitable organization selected by Family Powered Networks all funds, payments and other amounts related to the Program that are held by Family Powered Networks and that are due to you (if any), but which Family Powered Networks is unable to pay or deliver to you because your account is Inactive (as defined below). “Inactive” means that, based on our records: (a) for a period of two (2) years or more you have not logged into your account or accepted funds, payments or other amounts that Family Powered Networks has attempted to pay or deliver to you, and (b) Family Powered Networks has been unable to reach you, or has not received adequate payment instructions from you, after contacting you at the address shown in our records.
7. Information Rights. You shall make available to Family Powered Networks aggregate usage data regarding the Web Site or Blog as reasonably requested by Family Powered Networks. We may retain and use for its own purposes all information you provide to Family Powered Networks in connection with the Gay Ad Network. You agree that Family Powered Networks may transfer and disclose to third parties (including Ad Suppliers, Sales Agents and potential Ad Suppliers and Family Powered Network's business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting Gay-Ad Network-Provided Advertisements. Family Powered Networks disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.
9. Representations and Warranties. You represent and warrant that (i) the content of your Web Site or Blog is and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Web Site or Blog will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of your blog including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) your Web Site or Blog will not violate any federal, state, or local law, rule, or regulation.
10. Confidentiality. During the term of this agreement and for a two (2) year period thereafter, you will not to disclose any confidential or proprietary information Family Powered Networks provides to you or you otherwise obtain about our business or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all Family Powered Networks software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (ii) click-through rates or other statistics relating to your Web Site or Blog performance in the Program.
11. Indemnity. You agree to indemnify, defend, and hold harmless Family Powered Networks, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., Gay-Ad-Network-Provided Advertisement advertisers, Advertising Suppliers, Advertising Distributors and Advertising Sales Agents) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Program, and/or your breach of any of the terms of this Agreement.
12. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
13. Disclaimer of Warranties. FAMILY POWERED NETWORKS LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE FAMILY POWERED NETWORKS AND GAY AD NETWORK CONTENT, AND THE FAMILY POWERED NETWORKS AND GAY AD NETWORK WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT FAMILY POWERED NETWORKS IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE GAY-AD-NETWORK-PROVIDED ADVERTISEMENTS OR THAT YOU WILL BE ENTITLED TO RECEIVE ANY REVENUE SHARE PAYMENTS.
14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between Family Powered Networks and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that Family Powered Networks or our Ad Suppliers support, sponsor, or endorse any content of your Web Site or Blog or the Gay-Ad-Network-Provided Advertisements).
15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL FAMILY POWERED NETWORKS, and their officers, directors, members, agents, investors. employees and applicable third parties (e.g., Gay-Ad-Network-Provided Advertisement Advertisers, Advertising Sales Agents, Advertising Distributors, or Advertising Suppliers) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF FAMILY POWERED NETWORKS HAS BEEN ADVICED OF THE POSSIBILITY OF SUCH DAMAGES. FAMILY POWERED NETWORKS'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY FAMILY POWERED NETWORKS TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. 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.
16. Term of the Agreement. The term of this Agreement will begin upon our written notification that your Web Site or Blog has been accepted to participate in the Program and shall continue until terminated my either party. During this term, you will not make ad inventory available on other gay-oriented ad networks (such as Gay BlogAds). Notwithstanding the foregoing, either you or Family Powered Networks may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web Site or Blog, all references to your participation in the Program, all Gay-Ad Network-Provided Advertisements, and all other materials provided by or on behalf of Family Powered Networks to you pursuant hereto or in connection with the Program. Removing the Gay Ad Network advertising tags from your Web Site or Blog automatically terminates this agreement. Family Powered Networks reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.
17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.