Terms and Conditions
LIFESTREET MEDIA ADVERTISER
By clicking the box captioned, I have read the terms and conditions and agree on the web page to which this Advertiser Agreement (this Agreement ) is linked, you ( Advertiser) will be bound by the terms of this Agreement and will be deemed to have separately entered into this Agreement with and in favor of (1) Lifestreet Corporation, a Delaware corporation, and/or (2) Lifestreet International, which is a registered trading name of WebAMG Sarl, a company organized under the laws of Switzerland. The term Lifestreet as used in this Agreement shall refer to Lifestreet Corporation or Lifestreet International as the context may require based upon the markets in which Advertiser is displaying Ad Units.
ADVERTISER TERMS AND CONDITIONS
1. General.
LifeStreet Corporation ("LifeStreet") will deliver Advertiser's campaign ("Campaign") across its network (the "Network") upon application and acceptance by LifeStreet through this LifeStreet Advertiser Self Serve Platform ("LASSP"). The Campaign will generally be displayed within or on LifeStreet or third party creative content, across LifeStreet or third party distribution channels which may include but not be limited to email, search and banners, unless Advertiser opts out of a channel in the manner specified by LifeStreet. LIFESTREET DOES NOT REPRESENT OR WARRANT THE QUALITY OF TRAFFIC DELIVERED TO ADVERTISER, NOR HOW MUCH OF A LISTING IS DISPLAYED ACROSS LIFESTREET'S NETWORK, AND DOES NOT GUARANTEE ANY RETURN ON INVESTMENT. THE LASSP IS SUBJECT TO PERIODIC UPDATING, WHICH MAY RESULT IN INTRODUCTION OF NEW DISTRIBUTION CHANNELS AND/OR ELIMINATION OR MODIFICATION OF EXISTING DISTRIBUTION CHANNELS. WHILE SUCH MODIFIATIONS ARE DESIGNED TO INCREASE TRAFFIC QUALITY, THEY MAY HAVE AN ADVERSE IMPACT UPON TRAFFIC QUALITY UNTIL EACH UPDATE IS ASSESSED, PERFECTED OR REJECTED IN LIFESTREET'S SOLE DISCRETION.
2. Campaign Reference.
Subject to LifeStreet approval, the Campaign will be as specified by Advertiser elsewhere in the LASSP campaign creation process; LifeStreet shall review and if necessary modify Advertiser's Campaign characteristics in order to ensure consistency with LifeStreet policies and procedures. Advertiser may complete additional Campaigns or renew Campaigns through the LASSP after Advertiser's initial account application is accepted and processed. The Advertiser is at all times bound by the terms and conditions of this Agreement, and this Agreement shall control and govern any inconsistent terms in any insertion order. Through its LASSP account, Advertiser may control the length of each Campaign through the ability to halt and recommence campaign activity. Campaigns generally begin within 24 hours of campaign-set up and deposit of funds.
3. Payment.
Advertiser shall pay LifeStreet no more than the amount per click or conversion specified elsewhere in the LASSP campaign creation process. The budget for the Campaign shall be the amount Advertiser specified elsewhere in the LASSP campaign creation process. Advertiser's full payment for this Campaign is due immediately upon commencement of this Campaign and may be made through the provided payment options in the LASSP. Periodically, LifeStreet may invite Advertiser to enroll in an alternative payment plan; additionally, Advertiser may request an alternative payment plan by contacting its LifeStreet account executive.
4. Representations and Warranties of Advertiser.
Advertiser is solely responsible for the content of the Campaign and any content, products, and/or services associated with the Campaign, including the content and operation of any Web pages associated with Campaign (together, the "Advertising Content"). Advertiser is solely responsible for any and all liabilities, losses, costs, claims, and expenses arising out of or relating to the Advertising Content. Advertiser warrants and represents that (a) Advertiser owns and/or has the right and authority to permit the use, reproduction, distribution, and transmission of the Advertising Content; (b) the Advertising Content (1) is factually accurate, (2) does not contain any fraudulent or deceptive materials, and (3) does not contain any material which misrepresents or defames any individual or group, nor any material which discriminates against persons on the basis of age, color, national origin, race, religion, sex, sexual orientation, handicap, or other prohibited basis; (c) the Advertising Content does not promote or make claims that are not easily provable, nor do they falsify the Campaign or message being communicated; and (d) the use, reproduction, distribution, or transmission of the Advertising Content does not violate any foreign or domestic, federal, state, or local law or regulation, or any rights of any third party, including but not limited to, any copyright, patent, trademark, trade secret, or other proprietary or property right, or constitute false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity. If the Advertising Content is subject to specialized law and regulation, such as but not limited to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Federal Food, Drug and Cosmetic Act of 1938, as amended; or the Home Owner's Loan Act of 1933, as amended, Advertiser warrants and represents it is a member duly licensed and in good standing in its regulated community, fully expert in and compliant with the law(s) and regulation(s) applicable thereto, particularly as they pertain to advertising and marketing the Advertising Content. Advertiser represents and warrants that it shall access the LASSP solely and exclusively to manage its account with LifeStreet and shall not share, transfer or assign its access information to any third party. Advertiser shall not use any automated or unauthorized means to access its account or LASSP content and shall not share, disseminate or monitor the LASSP or content of the LASSP for any purpose not explicitly granted in this Agreement.
5. Representations and Warranties of LifeStreet.
LifeStreet warrants that the delivery of Advertiser's Campaign complies with the CAN-SPAM Act of 2003 and all regulations promulgated pursuant thereto. LifeStreet further warrants that creatives used in Advertiser's Campaign (1) are owned or validly licensed for use by LifeStreet, or are in the public domain; (2) will not be used in a manner constituting defamation, libel, pornography or patently offensive obscenity; and (3) will not infringe, dilute, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including rights of privacy and publicity.
6. Limitation of Liability.
Under no circumstances will LifeStreet be liable to Advertiser under any contract, strict liability, negligence or other legal or equitable theory, for any incidental, indirect, special or consequential damages or damages for lost profits, revenue or data in connection with the subject matter of this Agreement, even if LifeStreet has been advised of the possibility of such damages and even if such damages are foreseeable. To the fullest extent permitted by law and notwithstanding anything to the contrary herein, the total aggregate liability for LifeStreet arising under this Agreement will not exceed the amounts paid by Advertiser to LifeStreet hereunder.
7. Disclaimer of Warranties.
Other than as expressly stated herein, LifeStreet makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding LifeStreet's advertising program or network, the functionality or availability of the LASSP, including any implied warranties of merchantability or fitness for a particular purpose and including any implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, LifeStreet specifically disclaims any warranty regarding (a) the number of persons who view the Campaign, and (b) any benefit Advertiser might obtain from having the Campaign advertised hereunder.
8. Termination.
Either LifeStreet or Advertiser may terminate this Agreement upon written notice at any time, for any reason or no reason. Advertiser's sole and exclusive remedy for dissatisfaction with the LASSP is termination of this Agreement. Failure by Advertiser to submit a Campaign for more than a year in its LASSP account may result in termination of Advertiser's LASSP account at LifeStreet's option, which if exercised constitutes termination of this Agreement by LifeStreet, with no obligation to provide notice.
9. Survival of Obligations.
The term of the Agreement shall begin on the date it is signed by Advertiser and shall expire upon completion of the Campaign, unless previously terminated by one of the parties. The terms of Paragraphs Three, Six and Seven shall survive any termination or expiration of this Agreement, and Advertiser's obligation to make payments to LifeStreet under this Agreement for services rendered before the date of termination or expiration shall survive any termination or expiration of this Agreement. Notwithstanding the preceding, after termination or expiration of this Agreement, any amount remaining in an Advertiser account under $50 shall be forfeit to LifeStreet; LifeStreet shall mail one check, first class, to the last known address of Advertiser for any greater amount.
10. Miscellaneous.
Advertiser grants LifeStreet a limited, revocable, fully-paid, royalty-free, worldwide right and license to display Advertiser's logo in LASSP promotional material to identify LASSP users to the public. LifeStreet and Advertiser are independent contractors and neither party is an agent, representative, or partner of the other. Either party may terminate this Agreement at any time in the event of a material breach of this Agreement by the other party. This Agreement sets forth the entire agreement between the parties, and it supersedes any and all prior and contemporaneous agreements, communications, and understanding (whether written or oral) between the parties, with respect to its subject matter. LifeStreet may modify the terms and conditions of this Agreement upon notice to Advertiser, including through publication on the LASSP Web site or email notification to Advertiser. This Agreement may only be modified, or any rights under it waived, by an agreement executed by both parties or published by LifeStreet on the LASSP Web site and executed or acknowledged by Advertiser. Electronic signature or acknowledgement, including entering password and continued use after notice of modification or amendment, shall have the same force and effect as a handwritten signature. This Agreement shall be interpreted and enforced in all respects under the laws of the State of Missouri as applicable to contracts to be performed entirely within the State of Missouri. Any litigation arising out of this Agreement will be brought solely and exclusively in the state or federal courts located in Kansas City, Missouri and the parties agree that jurisdiction and venue properly lie in such courts. Advertiser may not assign or delegate this Agreement, in whole or in part. Notices to LifeStreet under this Agreement shall be transmitted via overnight courier to: LifeStreet Corporation, 981 Industrial Rd., Ste. F, San Carlos, CA 94070.
Terms and Conditions Version 1.0