Payless Special Terms & Conditions | Commission Junction Publisher Service Agreement

Payless Special Terms & Conditions

This Agreement, including the description of the Payless Shoesource Publisher Program provided through Commission Junction, Inc. (Commission Junction) on the Details Page of Payless (collectively the Agreement) is a legally binding agreement between Payless Shoesource Worldwide, Inc., a Kansas corporation, on behalf of itself and its affiliate, Eastborough, Inc.., (collectively, Payless, us or we), and each of its participating Publishers (you or your). BY REGISTERING FOR AND PARTICIPATING IN THE PAYLESS PUBLISHER PROGRAM (THE PROGRAM) THROUGH COMMISSION JUNCTION, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.

We have the right in our sole discretion to accept or reject your application to participate in our Program for any reason. Once you are accepted into the Program, your participation in the Program is governed by the Publisher Service Agreement and this Agreement. Even after you are accepted into the Program, we may terminate this Agreement and your participation in the Program for any reason or no reason upon seven (7) days notice, effective the 8th day. In addition, we may terminate this Agreement and your participation in the Program immediately if we determine that your website breaches any material of the terms of the Publisher Service Agreement or material terms of this Agreement.

1. Your Obligations.
1. Eligibility. To be eligible to be a Publisher in our Program, you must operate a web site, be a member of the Commission Junction network, be approved by us and your website, affiliated websites and email distribution lists must:
1. Be content-based (i.e., not simply a list of links or advertisements or a site based on earning commissions from advertisers);
2. Be written in English and contain only English language content;
3. Have a top-level domain name; and
4. Be fully functional at all levels (i.e. no "under construction" sites or sections)

In addition, your website, affiliated websites and email distribution lists must not: (a) mislead others; (b) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, profane, violent, bigoted, political, investment money-making opportunities, hate-oriented or other objectionable content, software pirating, warez (i.e., software copied without appropriate authorization), content targeted at children, offering any illegal good or service, spoofing, redirecting, or trafficking from adult-related websites, or link to any web site(s) that does so; (c) engage in the sale or promotion of pornography, tobacco, gambling, or any illegal activity or the disparagement of any individual group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap or targeted at person's under the age of 18; (d) engage in indiscriminate advertising or the transmission of unsolicited commercial e-mail and/or be hosted outside of the United States; and/or (e) operate or utilize a website that promotes or sells firearms, alcoholic beverages, or tobacco products; (f) offer incentives (e.g., awards of cash, points, prizes, contest entries, etc.) to users to click on advertisements; (g) spawn process pop-ups and exit pop-ups; or (h) have previously been terminated from our Publisher Program. You remain solely responsible for the content of your website. You may not use the name of Payless or Eastborough or refer to us, or place an Advertisement (as defined below) for us in any subscription newsletters without our prior written consent.

2. Advertisements. You may only use the banner advertisements, button links, text links to the website at www.payless.com (Website) or other product and price data and/or other advertisements promoting Payless’ products (Advertisements) that are provided to you by us through Commission Junction. You may not modify the Advertisements without our prior written consent. Each link connecting users of your website to the Website shall not alter the look, feel or functionality of the Website.
3. Placement of Advertisements. You must follow the attached Advertising Guidelines and any subsequent instructions of a similar nature provided by us in placing Advertisements on your website. Except as provided in the Advertising Guidelines and this Agreement, you will have discretion to place Advertisements in areas of your website, and at times and with the frequency, as you deem appropriate.
4. Prohibited Activities. You shall not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement: (i) use or otherwise incorporate the words EASTBOROUGH, PAYLESS, PAYLESS SHOESOURCE or variations thereof in the domain name(s), or in the metatags or other hidden text, of your website(s); (ii) modify or alter the Website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the Website; e.g., "framing" the Website; (iv) use, without our consent, pop-under advertisements to advertise us (i.e., ads that appear under the current browser window; (v) use any mark, name or domain name of any type which is confusingly similar to "EASTBOROUGH, PAYLESS, PAYLESS SHOESOURCE, or our other trademarks, or (vi) alter any promotional materials provided to you by us or use other promotional materials or language without first receiving written authorization from us; (vi) send any e-mail referring to Payless, advertising our products or linking to the Website without our prior written approval; or (vii) engage in fraud or other conduct calculated to generate the payment to you of compensation; or (viii) disclose to third parties, as a subset of the users of your website, the identities of users who access the Website from your website; (ix) solicit or target users who access the Website from your website for any promotions or offerings of goods or services that compete with the goods or services that we offer on the basis of such users accessing the Website; provided that the foregoing limitations will not prohibit you from soliciting or targeting a group of all or substantially all users who access your website; or (x) use any Payless Shoesource Worldwide name, mark or brand, such as Payless Shoes, Payless Shoesource, or Payless.com, for the purposes of advanced placement in organic search, such as use in meta data or in any pay-per-click and pay-per-position search engines and advertising sites.
5. Privacy Policy. You will develop and maintain a privacy policy that complies with applicable law and that accurately describes the information collection and use practices of your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. Your website must have a prominent link to your privacy policy.
6. Public Announcement. You may not mention Eastborough, Inc., or Payless, Payless Shoesource, or Payless Shoesource Worldwide, Inc., in a press release or other public statement (other than the Advertisements) unless you have received our prior written approval.
7. Software Applications. You agree not to use or enable in connection with the Website or a Session (as defined below), or with any website or link related thereto, any software applications, BHO's (browser helper objects), downloadable reminder services, or any other software or code that redirects a Visitor to another website or creates or presents pop-up windows or other content to a Visitor for any purpose, including to prompt a Visitor to exit the Website. Any violation of this provision shall be deemed a material breach of this Agreement, and we reserve the right to disallow any compensation to you arising from any such violation.
8. Fraud. We actively monitor Visitor traffic to the Website for fraudulent activities. If we detect fraud arising from your participation in our Program, we shall have the right in our sole discretion immediately to suspend your participation in our Program pending further investigation.

If we determine that you fraudulently add leads or clicks or inflate leads or clicks by fraudulent generation of Visitor traffic to the Website (such as by pre- population of forms, fake redirects, automated software or mechanisms not approved by us) or generate Visitor Transactions (as defined below) that are not genuine, you will not receive a Payout for such fraudulent and otherwise non-bona fide Transactions and your account will be terminated. We reserve the right to determine fraud in our sole discretion, and you agree to this provision.

2. Our Obligations.
1. Advertisements. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the accuracy of prices or availability of products contained in the Advertisements.
2. Product Orders. We have the right to accept or reject for any reason any order for products at the Website.
3. Pricing and Policies. Visitors (as defined below) who purchase products or register at the Website will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer service, delivery schedules, product sales, charges and fees will apply to those customers. We may change our policies and operating procedures at any time. We will be solely responsible for all aspects of processing and fulfillment of product orders, including payment processing, shipping, cancellations, and related customer service. We will use commercially reasonably efforts to present accurate information, but we cannot guarantee the availability, delivery times or price of a particular product or order.

3. Compensation.

We allow Commission Junction publishers participating in our Program to post our advertising. Our Program will specify the amount and terms under which you will receive payment ("Payout) when the Program's requirements are fulfilled. Payouts are generated from a specified event that we identify in our Program, such as sales, registrations, and retail leads. The definition of the event associated with a Program is set forth below and such definition shall govern this Agreement. If you participate in our Program, you agree to place that Program's advertising creative on your media properties, such as your website, affiliated websites or email distribution lists, in accordance with the terms of the accepted Program. We may change a Program at any time unless otherwise specified upon notice to you. Similarly, we may drop a previously accepted Program at any time unless otherwise specified. Commission Junction is responsible for displaying our Program and tracking the payments owed to you.

1. Non-Sales Event Programs. If we offer to allow you to participate in a Non-Sales Event Program (which is at our sole discretion), you will be paid a fixed dollar amount of compensation, the amount of which shall be as negotiated between you and us, solely for each Non-Sales Event (as defined below) generated from your website from Visitor Transactions arising from Visitor actions in our Program. You understand and agree that, if you participate in a Non-Sales Event Program, you shall not receive any compensation from us, either as a percentage or a fixed dollar amount, arising or resulting from any purchases made at the Website as a result of a Visitor Transaction.


2. Sales Program. If we offer to allow you to participate in our sales Program (which is at our sole discretion), you will be paid a percentage commission, the amount of which shall be as negotiated between you and us and reflected in writing, of the Net Sales from Visitor Transactions.
3. Certain Definitions. As used herein:

   A Visitor means any person, other than you, your employees or agents or any minor, who accesses the Website.

   A Visitor Transaction means a purchase made at the Website by a Visitor during a Session.

   Net Sales means the total net retail dollar amount actually received by us from Visitor Transactions for goods that are ordered, paid for, delivered, accepted and not returned, excluding any discounts, returns, chargebacks, bad debts, taxes, shipping and handling charges, and insurance.

   Non-Sales Event means an event, other than a Visitor Transaction at the Website, that is described in our Program, and which may include without limitation (a) our receipt of a New Lead through registration by a Visitor at the Website or (b) a Coupon Redemption at the Website.

   A New Lead means a lead of which we determine, in our sole discretion, that we had no prior knowledge from any source, and for which we receive as a result of a Visitor Transaction full, valid and accurate information with respect to, at minimum, the following: name, complete billing street address in a state, province or country to which we ship goods, personal identification number, and email address.

   A Coupon Redemption means the valid redemption on the Website, in connection with a Visitor Transaction, of a coupon that we issue.

   Session means a user session on the Website initiated by a Visitor clicking on a button or link to the Website that is contained in our Advertisements displayed on your website. A Session terminates upon the sooner to occur of: (i) completion by the Visitor of a purchase transaction on the Website; (ii) the Visitor’s access of the Website through another Advertisement displayed on your website (in which case a new Session would be started); or (iii) one (1) day following the date of commencement of the Session.

4. Additional Compensation Terms. If you participate in a Non-Sales Event Program based on our receipt of New Leads, you acknowledge and agree that we shall have no obligation to make more than one (1) compensation payment for (a) an individual or a household, regardless of the number of New Leads generated by such individual or household, or (b) for New Leads having a common billing address or email address. We shall have no obligation to pay any compensation for New Leads who are minors, who have billing addresses outside the United States to which we do not ship goods, or whom we determine are engaged in fraudulent activity. Commission Junction shall pay you all fees due to you under this Agreement. You agree that when we pay Commission Junction each month the amount of your compensation, and Commission Junction’s transaction fee, that for purposes of this Agreement we have paid you and we shall have no further obligation to you in respect of such amounts, you shall l have no claim against us for payment of such amounts and you shall assume the risk of non-payment thereof by Commission Junction.

4. Intellectual Property.
1. Non-Exclusive Limited License and Use of Our Logos and Trademarks. We grant you a non-exclusive, non-transferable, revocable right solely in the United States, and without the right to sublicense, to (i) develop and operate links on your website to the Website solely in accordance with the terms of this Agreement and the Commission Junction Publisher Service Agreement, in order to permit Visitors to access the Website and, (ii) for itself and on behalf of its licensors and vendors, but only to the extent that we can grant such rights, to use, reproduce, transmit, publicly display, and distribute the logos, trade names, trademarks, service marks and similar identifying material and content owned by us, our licensors or vendors that are contained in our Advertisements (collectively Advertiser Licensed Materials), solely for the purpose of promoting the Website on your website through our Advertisements and links as authorized under this Agreement. You may not alter, modify or change the Advertiser Licensed Materials in any way, and you are only entitled to use the Advertiser Licensed Materials. No right, property, or interest in any Advertiser Licensed Materials is intended to be given to or acquired by you by the execution of or the performance of this Agreement.
2. Non-Exclusive Limited License and Use of Your Logos and Trademarks. You grant to us a non-exclusive, non-transferable, revocable right to use and display your logos, trade names, trademarks, service marks and similar identifying material (collectively Publisher Licensed Materials), solely for the purposes contemplated under this Agreement, including allowing us to list your name as a publisher in the Program on the Website. We may not alter, modify or change the Publisher Licensed Materials in any way. No right, property, license, or interest in any Publisher Licensed Materials owned by you is intended to be given to or acquired by us by the execution of or the performance of this Agreement.
3. Use of Advertiser Licensed Materials. You will not use the Advertiser Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. You will not publish or distribute any written material that makes reference to us without first submitting such material to us and receiving our written consent. We reserve all of our rights in the Advertiser Licensed Materials, and all other intellectual property rights. We may revoke your license by giving notice in accordance with the provisions of Commission Junction Publisher Service Agreement.
4. Proprietary Property. All intellectual or proprietary property and information, supplied or developed by us shall be and remain the sole and exclusive property of us or our licensors or vendors. As between the parties, we and our licensors and vendors shall retain all rights of use, title and interest in and to the Advertisements and the Website, and you shall retain all rights of use, title and interest in and to your website. Upon termination of this Agreement, you shall return to us any and all such property and information furnished to you by us. You acknowledge and agree that, as between you and us, all information regarding purchases made at the Website shall be owned by us, and we shall have no obligation to return any such information to you.


5. Term and Termination.

The term of this Agreement will begin upon acceptance of your Program application (the Effective Date) and shall remain effective until terminated by either party upon seven (7) days' prior written notice to the other party, effective the 8th day. We may immediately terminate the Agreement if you violate your obligations under this Agreement or the Commission Junction Publisher Service Agreement.

Within two (2) days of termination of this Agreement, you will stop displaying all of our Advertisements or other references to us.

6. Representations and Warranties.

You hereby represent and warrant to us that: (i) you are duly organized, validly existing and in good standing, you have duly and validly assented to this Agreement and it constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (ii) your website complies with your obligations described in Section 2 above, including, but not limited to, your obligations regarding eligibility, advertising, privacy and e-mail; (iii) the assent to the terms of this Agreement, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which you are subject, (b) any order, judgment, or decree applicable to you or binding upon your assets or properties, (c) any provision of your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to you or binding upon your assets or properties; (iv) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby; and (v) there is no pending or, to the best of your knowledge, material threatened claim, action, or proceeding against you, or any subsidiary or sub-publisher of yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.

7. Disclaimers.

Payless makes no express or implied warranties or representations with respect to the Program, the Website, the Advertiser Licensed Materials or the products and services offered on the Website, including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage. In addition, we make no representation that the operation of the Website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors. We will not, and are not obligated to, make any representations, warranties, or other statements concerning you, your website, any of your products or services, or your website policies, except as provided in the Advertisements.

8. Indemnification.

You agree to indemnify, defend and hold harmless Payless and Eastborough and our respective parents, subsidiaries, affiliates, other publishers, successors and assigns and their respective directors, officers and employees from and against any and all losses, liabilities, damages, actions, claims, expenses, and costs including, without limitation, reasonable attorneys' fees, which result or arise from or related to the development, operation, maintenance, and contents of your website or your negligence or breach of this Agreement.

9. General Provisions
1. Independent Parties. Nothing contained herein shall imply any partnership, joint venture or agency relationship among the parties, and no party shall have the power to obligate or bind another party in any manner whatsoever, except to the extent herein provided.
2. Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
3. Confidentiality. You shall maintain the confidentiality of, and not disclose to any third party, all information provided to you by us, our parents, subsidiaries, affiliates or Commission Junction relating to your role as a publisher, including without limitation, business information, financial data and marketing data including the number of click-throughs from your website to the Website. You shall protect the confidentiality of this information with the same degree of care as you use for your own confidential and proprietary information of a similar nature, but not less than reasonable care. We do not plan to make available to you any personally identifiable information regarding our customers, but in the event that such information is disclosed to you by us, you shall protect and keep such information confidential, and use it solely for the purpose of performing your obligations under the Agreement. You shall destroy such personally identifiable information or return it to us, at our option, within ten (10) days after termination of the Agreement. Without limiting the foregoing, we will not populate or otherwise include any information in the SID (ie., shopper ID) field in the file generated by Commission Junction’s Transaction Tracking Code.

You shall at all times keep proper books and records of account, and shall maintain records and information sufficient to show your compliance with the terms of this Agreement, and you shall retain such books and records for at least one (1) year following the termination date. Upon reasonable request from us, you agree to furnish to us copies of such books and records.

4. Data Ownership. You hereby grant to us the right to use any information that you furnish to us, which may be through Commission Junction. You expressly authorize Commission Junction to share with us any data you provide to them that is related to your participation in our Program. We shall solely own any data that we provide to you.
5. Entire Agreement; Modification. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior such agreements. We may modify any of the terms and conditions contained in this Agreement, at any time in its sole discretion, upon seven (7) days written notice, effective the 8th day. You will be notified of any modification by Commission Junction prior to the effective date of the modification. Modifications may include, but are not limited to changes in the rate of compensation, payment procedures, term, and Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program following notification to you of such modification will constitute binding acceptance of the change.
6. Notices and Approvals. You shall send any notice or request for approval to us by certified mail addressed to General Counsel, Payless Shoesource Worldwide, Inc., 3231 SE 6th Avenue, Topeka, Kansas 66607.
7. No Exclusivity. You understand that this Agreement is not exclusive and we may at any time (directly or indirectly) solicit customer referrals from third parties on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with your website.


8. Limitation of Liability. WE AND OUR AFFILIATES SHALL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED. FURTHERMORE, OUR AGGREGATE LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO YOU DURING THE PRECEDING ONE (1) YEAR PERIOD.
9. Conflicts. In the event of any direct conflict between the terms of this Agreement and the terms of the Publisher Service Agreement between you and Commission Junction, the terms of the Publisher Service Agreement shall prevail.
10. Governing Law. Notwithstanding any different choice of law provision contained in the Publisher Service Agreement, the substantive law of the State of Delaware shall in all respects govern this Agreement and the relationship between you and us arising from your participation in our Program.
Advertising Guidelines

The image and text links furnished by us to you, including the EASTBOROUGH, PAYLESS OR PAYLESS SHOESOURCE WORLDWIDE trademarks, service marks and logos (collectively, the "Logos") may only be used pursuant to the guidelines set forth in this document. Any other use is strictly prohibited.

1. The Logos may not be used in any manner that might imply that any goods, services, web sites, publications or other materials that do not originate from US are sponsored, endorsed, licensed by, or affiliated with us.
2. The Logos may be displayed solely on your website, and only as a hotlink to the Website (URL http://www.payless.com) and for no other purpose.
3. The Logos may not be imitated in any manner.
4. The Logos may not be used in a manner that would disparage us or our products or services.
5. The Logos must be used as provided by us, with no changes, including but not limited to separating the words, changing the typeface, adding or deleting words, changing colors, adding taglines, changing the line or letter spacing, or changing the aspect ratio. The Logos may not be animated, morphed, or otherwise distorted in perspective or appearance.
6. You may use only our approved artwork for the Logos.
7. The Logos must only appear in a horizontal position.
8. The Logos must stand alone and may not be combined with any other object, including but not limited to other logos, words, graphics, photos, slogans, numbers, design features, or symbols.
9. The Logos must not be incorporated or used in any manner as part of another company's name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. The Logo must never appear with any other symbol or icon; contained within a box, circle, or other shape; or combined with any other name, logo, or icon to create a co-branded logo.
10. The Logos may not be used in any other company name, product name, service name, domain name, web site title, publication title, or the like.

Commission Junction Publisher Service Agreement

Introduction

This Publisher Service Agreement ("Agreement") is made by and agreed to between Commission Junction, Inc., a Delaware corporation, located at 530 East Montecito Street, Santa Barbara, CA 93103, USA ("CJ"), and you ("You"). As an application service provider, CJ facilitates "Performance Marketing Programs" by providing services ("Network Service") via the Internet. A "Performance Marketing Program" ("Program") is where a person, entity, affiliate or its agent, operating "Web site(s)" (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to another's Web site or Web site content ("Publisher") may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Web site or Web site content operated by another person or entity ("Advertiser") from an Advertiser authorized promotional method used by such Publisher. The Advertiser compensates the Publisher, in accordance with this Agreement and the Program Payout specifications.

1. Participation in Programs.
(a) Acceptance by Advertiser. During this Agreement You may apply to Advertiser Programs for the opportunity to earn Payouts by promoting Advertisers in accordance with the Advertiser's Program terms and complying with this Agreement. Upon approval by the Advertiser for acceptance into its Program, You may display (and remove) Links to Advertiser's Web site or Web site content in accordance with the Advertiser's Program terms and this Agreement. An Advertiser's acceptance of You extends only to the entity, or individual, that enters into this Agreement with CJ.
(b) Program Terms. The details of an Advertiser's Program shall be available through the Network Service. Transactions qualifying for a Payout are defined by the Advertiser. Advertisers may change any Payout rate upon no less than 7 days written notice through the Network Service with effect from the 8th day (or such later date as specified by Advertiser).
(c) Additional Terms. Publishers and Advertisers may enter into direct contractual relationships through the apply to join process in the form of a click-through agreement hosted by CJ (“Click-through Agreement”) or in the form of an offer made to You by Advertiser via the members' area on the Network Service (“Offer”). It is Your obligation to review and accept or decline a Click-through Agreement or Offer when such is presented to You. If accepted by You, compliance with the Click-through Agreement or Offer is solely Your responsibility. The terms and conditions of the Click-through Agreement or Offer may supersede or conflict with this Agreement and shall apply only with respect to Your relationship with that particular Advertiser.
(d) Prohibited Uses of Links.

(i) Locations. You may not place Links to an Advertiser's Web site or Web site content in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks. Publishers using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by the Advertiser.
(ii) Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
(iii) Infringement. None of Your promotional activities may infringe an Advertiser's proprietary rights (including but not limited to trademark rights), CJ's proprietary rights, or a third party's proprietary rights.

2. Publisher Obligations to CJ.
(a) Accurate, Up-to-Date Information. You agree to provide CJ and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date “Account” information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as “special”. Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by the Advertiser. CJ reserves the right to define any program as special.
(b) Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the Advertisers' Program terms and this Agreement, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate Your Publisher Account as “special” if You promote an Advertiser(s) by any means other than displaying a Link to the Advertiser on Your Web site. CJ must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in CJ's sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the Network Service, is grounds for immediate termination of this Agreement or deactivation of Your Account.
(c) Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the CJ Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii) enduser agreement requirements, (iii) afsrc=1 requirements, (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser) and (v) non-interference with competing advertiser/ publisher referrals.
(d) Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow CJ to personally identify Visitors.
(e) Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including CJ's tracking technology, use of cookies and options for discontinuing use of such cookies.
(f) Applicable Codes and Code Maintenance. In order for CJ to record the tracking of Visitors' Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain a CJ “Tracking Code” within the Advertiser's Links. All Advertiser Links and all advertisements ("Ad Content") must be in a Network Service compatible format.
(g) Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through CJ's negligent or willful conduct or omission). You shall provide CJ with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

3. CJ's Services.
(a) Tracking Transactions and Payouts. CJ shall determine (where possible) actual Payouts that should be credited to Your Account. CJ may, in CJ's sole discretion, apply an estimated amount of Payouts, if: (i) You are referring Visitors to Advertiser as verified by clicks through Links to Advertiser with CJ Tracking Code, (ii) where there is an error in Advertiser's transmission of Tracking Code data to CJ, and (iii) where CJ is able to utilize a historical analysis of Your promotion of Advertiser to determine an equitable amount of estimated Payouts.
(b) Charge-backs. An Advertiser may apply, or CJ may apply, a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of : (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (v) Publisher failure to comply with Advertiser's Program terms or other agreement with Advertiser ("Charge-back"). Charge-backs may be applied to Your Account at any time, including previous payment cycles.
(c) Access to Tracking and Reporting Tools. CJ shall provide You with access to tracking and reporting tools, and to support services. From time to time CJ may offer optional services for a fee. Fees for such optional services are at CJ's then-current published rates or as may be quoted by CJ, and are payable in advance or may be off-set against Your positive Account balance (at CJ's discretion). Tracking detail regarding Visitor Transactions is not available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. CJ may make available, for fees that CJ shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Network Service.
(d) Support. Support for your program is available on-line through the "Contact Us" area in the CJ Account Manager, which allows You to categorize and describe Your issue. Online help also allows You to check the status of all issues through the "Check Question Status" feature. Phone support may also be available during operating hours, except holidays.
(e) Facilitating Payment of Payouts. Subject to other provisions in this Agreement, CJ shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Advertiser's Payout rate and Program terms for the relevant Transaction. On the 20th day of each calendar month, CJ will issue to You any positive balance in Your Account for Transactions reported for the previous month, provided Your Account balance exceeds the required “Minimum Account Balance.” CJ shall have no obligation to make payment of any Payouts for which CJ has not received payment from the relevant Advertiser of all monies due to CJ (including for all Payouts owed by such Advertiser to all of such Advertiser's Publishers). If CJ elects, in its own discretion, not to make payment to You for amounts not received from an Advertiser, those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and CJ disclaims any and all liability for such payment. You may elect to receive payment in any of the currencies that CJ supports (as may be amended by CJ). The conversion rate shall be determined in accordance with CJ's operating standards using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by CJ, shall be final and binding on You.
(f) Dormant Accounts. If Publisher's Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period (“Dormant Account”), a dormant account fee at CJ's then-current rate shall be applied to Publisher's Account each calendar month that Publisher's Account remains an open yet Dormant Account or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. Transactions will not be counted if the Transaction subsequently becomes a Charge-back.
(g) Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. When You have a negative balance, You must immediately remit payment to CJ in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly.

4. Proprietary Rights.
(a) Linking to Advertisers. For each Advertiser's Program that You have been accepted to, the Advertiser is granting to You the right to display and Link to the Advertiser's Web site or Web site content in accordance with the Advertiser's Program terms for the limited purposes of Promoting the Advertiser's Program, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between CJ and Publisher, CJ owns all rights in and to all information regarding the Visitors that You refer to Advertisers through CJ.
(b) CJ's Use of Your Marks. You authorize CJ to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to CJ through Your Account to promote Your participation in the Network Services.
(c) Your Use of CJ's Proprietary Rights. You agree that Your use of any CJ Web site (such as www.cj.com) and Your use of any CJ trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use that are available from such Web site ("Terms of Use"). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of CJ.
(d) Retention of Rights. All proprietary rights of Advertisers, You, and CJ, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
(e) No Challenge to CJ's/Advertiser's Proprietary Rights. You acknowledge that You obtain no proprietary rights in CJ's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge CJ's proprietary rights. You acknowledge that You obtain no proprietary rights in Your Advertisers' proprietary rights, and agree not to challenge such Advertiser's proprietary rights.

5. Confidentiality.
(a) Obligations. You or CJ may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to CJ any Confidential Information provided by CJ to You under this Agreement.
(b) Provision of Info to Advertisers/Third Parties. You agree that CJ may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Web site name, the date the website or subscription email first entered into operation, and visitor demographics) to Advertisers. CJ may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in CJ's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement. CJ reserves the right to be able to utilize Tracking Code data provided to it, which may include: information about Your performance statistics, to analyze Network Service trends, monitor Network Service efficiencies, maintain the integrity of the tracking code, promote Network Service capabilities and efficiencies, and promote You and Your Web performance to Advertisers.

6. Term, Termination, Deactivation and Notices.
(a) Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the CJ Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Publisher Service Agreement with CJ, and any attempt to do so shall be null and void.
(b) Termination by Advertiser. An Advertiser may terminate You, one of Your Web sites, or Your ability to use a promotional method, from the Advertiser's Program for any or no reason, upon 7 days written notice with effect from the 8th day. Additionally, Advertiser may terminate You from the Advertiser's Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring an Advertiser's trademarks, tradenames, and/or service marks, or for Your material breach of the Advertiser's Program terms or of this Agreement.
(c) Termination or Deactivation by CJ. CJ may terminate You, one of Your Web sites, or Your use of a promotional method, from an Advertiser's Program, at any time in CJ's sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Advertiser's Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts. CJ may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) You maintain a negative balance in Your Account; (iv) CJ determines You are diluting, tarnishing or blurring CJ's proprietary rights; (v) You begin proceedings to challenge CJ's proprietary rights; or (vi) a third party (including a CJ Advertiser) disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Web site, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination.
(d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
(e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for CJ, via registered mail, return receipt requested or via an internationally recognized express mail carrier to Commission Junction, Inc., Attn: Legal Dept., 530 East Montecito Street, Santa Barbara, CA 93103 USA (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as CJ does not receive an error message regarding delivery of the email) or five (5) days after mailing).
(f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by CJ to You within 90 days of the termination date, and any outstanding debit balance shall be paid by You to CJ within 30 days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

7. Representations, Warranties, Disclaimers and Limitations.
(a) Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or Your Advertisers liable for any of the consequences of such interruptions. CJ may modify the Network Service, or discontinue providing the Network Service, or any portion thereof, at any time.
(b) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
(c) Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Web site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web site(s) and Your promotional methods do not and will not infringe a third party's, a CJ Advertiser's, or CJ's, proprietary rights; and (iv) You shall remain solely responsible for any and all Web sites owned and/or operated by You and all of Your promotional methods. CJ may or may not review all content on Your Web site or used by You in Your promotional methods.
(d) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your Web site(s) will render CJ liable to any proceedings whatsoever.
(e) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF CJ UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY CJ UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT CJ SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
(f) Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CJ DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT CJ'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. CJ IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE.
(g) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
(h) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

8. Publisher's Indemnification Obligations. Publisher shall defend, indemnify and hold CJ and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher's breach of or non-compliance with this Agreement, (b) Publisher's violation of any law, or an alleged violation of law by CJ, that is a direct or indirect result of Publisher's use of the Network Service, (c) Publisher's use of the Network Service, (d) Publisher's participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher's acts or omissions in using, displaying or distributing any internet links obtained from the Network Service or elsewhere, including but not limited to Publisher's use of internet links via email distribution, (g) any claim that CJ is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser's Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, CJ shall promptly notify Publisher, and CJ shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher's obligations to indemnify or hold CJ harmless. Publisher shall not settle any Claim without CJs prior written consent. Publisher also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term “CJ” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

9. Miscellaneous.
(a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
(b) Third Party Disputes. In the event of a third party claim against either: (a) CJ's intellectual property; or (b) against CJ's right to offer any service or good on CJ's Web site(s) or if, in CJ's opinion, such a claim is likely, CJ shall have the right, at its sole option and in its sole discretion, to (i) secure the right at CJ's expense to continue using the intellectual property or good or service; or (ii) at CJ's expense replace or modify the same to make it non-infringing or without misappropriation.
(c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.
(d) Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the State of California (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Los Angeles, California. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. CJ controls and operates its Web site from its offices in the USA and access or use where illegal is prohibited.
(e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
(f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
(g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by CJ (1) due to operation of law, or (2) to an entity that acquires substantially all of CJ's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. CJ may establish from time to time rules and regulations regarding use of the Network Service as published on the Network Service and incorporated herein.
(h) Marketing. Publisher agrees that CJ may identify it as a CJ Publisher in client lists and may use Publisher's name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher's name and/or logo not otherwise described or contemplated herein shall require Publisher's prior written consent.
(i) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, CJ shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

Contact Information:

Commission Junction, Inc.
530 East Montecito Street
Santa Barbara, CA 93103
p (805) 730-8000
f (805) 730-8001