Download 1. BID: 46042

Before running this Campaign, you must agree to the following Mandatory Seller Agreement Terms (“Agreement”):
1.
BID: 46042 will provide or designate promotional creative materials including, but not limited to, banners,
buttons, email copy, text links, newsletter copy, sponsorship graphics and copy, logos and URL redirects
(collectively, “Advertising Materials”) to be used in conjunction with a campaign. You represent and warrant
that you will only use the Advertising Materials as contemplated by this Campaign and in conformity therewith.
You may not alter the Advertising Materials or its use in any way without the prior written consent of BID:
46042. Such alteration without consent shall constitute a breach of this Campaign and this Agreement and,
among other remedies; BID: 46042 shall not be obligated to pay for services rendered under such use. Except as
in Advertising Materials provided by BID: 46042 for the purposes of this Agreement, any use of BID: 46042
trademarks by you shall require BID: 46042’s prior written consent.
2. No Advertising Materials are to be placed on any contextual, adware, spyware, download application, gambling
or adult oriented websites.
3. For email Advertising campaigns (“Email Advertising”) you must do the following regarding Email
Advertising:
You must provide to BID: 46042, prior to transmission, a sample that exactly represents the email to be
transmitted (“Email Sample”) in fulfillment of the Email Advertising. You may not transmit any Email
Advertising without BID: 46042’s prior written approval of the Email Sample. Transmission of Email
Advertising without BID: 46042’s prior written consent shall constitute a breach of this Agreement and among
other remedies, BID: 46042 shall not be obligated to pay You for services rendered. Email Advertising shall
provide a clear and conspicuous means for the Email Advertising recipient to opt-out/unsubscribe from
receiving future commercial email communications from You or your affiliates. Email Advertising shall not
have an inappropriate or deceptive email subject line as determined by BID: 46042 in its sole discretion. You
shall not, either directly or indirectly, send any unsolicited commercial email or Email Advertising on behalf of
BID: 46042 without BID: 46042’s prior written consent. The Email Advertising “From” line shall not contain
any reference to BID: 46042 or its affiliates. In the event that BID: 46042 receives a complaint or demand from
any email recipient with respect to any Email Advertising, You shall provide to BID: 46042 within three (3)
days of BID: 46042’s request, verification of the email recipient’s consent to receive the applicable email offer,
written confirmation that the email recipient has been unsubscribed from receiving future commercial emails
from the Publisher, and any other information reasonably requested by BID: 46042.
You and marketers, other vendors, publishers, mailers, partners, affiliates, and other individuals and entities
with whom you are engaged, involved, or otherwise participates with, including to provide Email Advertising
(collectively “Third Party Affiliates”) shall not transmit or assist the transmission of a commercial email
message to any email address that appears on a list provided by BID: 46042 or its Client of email addresses
belonging to recipients who have previously requested to not receive commercial email messages from Client or
Publisher(“Suppression List”). You shall not use the Suppression List for any purpose other than providing the
services as contracted herein and consistent with this Campaign. You shall maintain the confidentiality of the
Suppression List at all times. You and any of your affiliates will not send any emails on behalf of BID: 46042 or
its Client unless and until it has downloaded the most recent Suppression List and removed all email addresses
on such Suppression List from You or your Third Party Affiliate’s email lists and databases within ten (10) days
prior to sending any emails on behalf of Client.
ADHERENCE TO AND MAINTAINING THE CONFIDENTIALITY OF THE SUPPRESSION LIST IS A
MATERIAL TERM OF ALL OFFERS AND AGREEMENTS FOR EMAILING OF CLIENT
ADVERTISING. ANY FAILURE BY YOU TO STRICTLY ADHERE TO THIS SECTION WILL RESULT
IN FORFEITURE OF ALL PAYMENTS MADE OR DUE TO INTEGRATE OR PUBLISHER AS A
RESULT OF THIS VIOLATION, DURING THE ONE HUNDRED AND TWENTY (120) DAYS PRIOR TO
THE DISCOVERY OF THE VIOLATION, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE AT
LAW OR IN EQUITY. YOU SHALL PROVIDE UPON REQUEST ALL CONTACT INFORMATION,
INCLUDING COMPANY NAME, NAMES OF AT LEAST THREE (3) CONTACTS INCLUDING
TELEPHONE NUMBERS AND EMAIL ADDRESSES, FOR EACH THIRD PARTY AFFILIATE THAT
CLIENT HAS DETERMINED TO HAVE MISUSED THE SUPPRESSION LIST.
4. You warrant that the Advertising will be placed only on the Vehicle(s) named in the IO or Campaign. BID:
46042 shall not be liable for payment for any Advertising placed on any other Vehicle.
5.
You shall not knowingly place Advertising with any third party that BID: 46042 previously or currently has
directly placed the same Advertising with. The content of Your web site(s) cannot infringe on any personal,
intellectual property or copyrights, nor may Your web site(s) contain or link to content regarding:
(a) Racial, ethnic, political, hate-mongering or otherwise objectionable content;
(b) Investment, money-making opportunities or advice not permitted under applicable laws;
(c) Gratuitous violence or profanity;
(d) Material that defames, abuses, or threatens physical harm to any person or entity;
(e) Promotion of illegal substances or activities such as illegal gambling, how to build a bomb,
counterfeiting money, etc.;
(f) Software Pirating (e.g., Warez, Hotline);
(g) Hacking or Phreaking;
(h) Any illegal activity whatsoever;
(i) Any questionable or controversial subject matter;
(j) Explicit, vulgar or obscene language;
(k) Posting or referencing of sexually explicit images or other offensive content; or
(l) Promotion of adult-related websites or services.
In the event that You violate the specific prohibitions stated in this section, then You hereby unconditionally
waive BID: 46042’s obligation for payment of all amounts accrued during the term of this Campaign and
Agreement and shall refund all payments made by BID: 46042 to You under this Agreement.
6.
You shall indemnify, defend and hold harmless Integrate.com, BID: 46042 and their officers, directors, and
employees from and against any and all third party claims, damages, losses, liabilities, costs or expenses,
including reasonable attorneys’ fees to the extent arising as a result of any (i) infringement of any United States
patent, copyright, trade secret, or other intellectual property right in connection with the services provided under
this Campaign or this Agreement; or (ii) Your violation of any applicable federal, state or local law, regulation,
rule or judicial or administrative order in Your performance of the services under this Campaign or this
Agreement; or (iii) Your or your Third Party Affiliate’s violation of the Suppression List obligations herein.
If any action will be brought against Integrate or BID: 46042 (the “Indemnified Party”) in respect to any
allegation for which indemnity may be sought from You (“Indemnifying Party”), the Indemnified Party will
promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide
reasonable cooperation to the Indemnifying Party at the Indemnifying Party's expense in connection with the
defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of
any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control
over the defense and settlement of any such third party claim. However, the Indemnifying Party will not
acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or
interests without the prior written consent of the Indemnified Party, which such consent shall not be
unreasonably withheld.