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Adprecise Terms & Conditions

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Adprecise, Inc d/b/a Adprecise ("Adprecise" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Adprecise affiliate). The terms and conditions contained in this Agreement apply to your participation with ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Adprecise or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Approval of Publisher.


Registration with Adprecise shall not confer any right on Publisher to market or promote any Programs (as defined under section 2) made available by Adprecise on the Site on behalf of its clients (the “Advertisers”). Participation by Publisher in the Adprecise publisher lead generation program is subject to review and approval by Adprecise. All prospective publishers need official approval from Adprecise before they can become Publishers. Official approval requires meeting the criteria listed under section 1.1 below; however, approval is not automatically granted upon fulfillment of said criteria. Adprecise reserves the right to withhuld or refuse approval for any reason or for no reason. Once Publisher has been accepted into the Program, Publisher’s continued right to participate is conditioned upon Publisher’s ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher from participating in the Program. Publisher may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, subject to approval by Adprecise. Publisher shall promptly notify Adprecise in the event of a material change in its business practices or strategy. Approval of a Publisher can be withdrawn by Adprecise, at any time for any reason.

1.1. Minimum Eligibility Requirements.

In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution lists (cullectively the “Media”) must meet the fullowing criteria, at a minimum:

  • All Publishers that wish to send advertisements via e-mail must have the consent of the consumer to send such e-mail and each Publisher shall maintain records evidencing such consent including, without limitation:
    • Member opt-in date;
    • Registration source;
    • First name;
    • Last name;
    • Address;
    • Email address;
    • Any other information cullected, and will supply such records to Adprecise within one business days of request thereof.
  • Unless otherwise approved in writing by Adprecise or in the campaign description, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
  • Publisher websites must be fully functional at all levels; no "under construction" sites or sections shall be permitted;
  • Publisher’s pulicies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003;
  • Spawning process pop-ups are prohibited; and
  • Such other criteria as Adprecise may from time to time determine, in its sule discretion.


1.2. Publisher Website Content.

The content of Publisher’s Media shall be subject to Adprecise’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the fullowing:

  • Pornographic material, including any material appealing to the prurient interests;
  • Racial, ethnic, pulitical, hate-mongering or otherwise objectionable content;
  • Investment, money-making opportunities or advice not permitted under law;
  • Gratuitous viulence or profanity;
  • Material that defames, misrepresents, abuses, or threatens physical harm to others;
  • Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
  • Software Pirating;
  • Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;
  • Infringement or viulations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;
  • Any illegal activity whatsoever; and
  • Links to any affiliate networks.


2. Use of the Site.


The Site allows Adprecise to post offers of advertising programs sponsored by Adprecise or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. If Publisher accepts a Program, Publisher agrees to place that Program's advertising creative (including the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) ("Ad") on Publisher’s Media. Publisher shall display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Adprecise, result in termination of Publisher. Adprecise may change a Program at any time, upon reasonable advance written notice to Publisher. Adprecise is responsible for displaying and administering all active Programs and tracking the payments owed.


2.2. Special Rules Governing Email Campaigns.


2.2(a). In the event that Adprecise or Publisher receives a complaint from any recipient of a Program transmitted by Publisher, upon our request Publisher will immediately provide Adprecise with appropriate records verifying that recipient’s consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the Internet address of Publisher’s opt-in/opt-out website, the date of the recipient’s action, and Publisher’s privacy pulicy.

2.2(b). Publisher may not use an advertiser’s name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.

2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.

2.2(d). Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Publisher may only use approved Subject Lines available provided by Adprecise or Subject Lines for which Publisher has documented approval from Adprecise.

2.2(e). Email Ads Must Contain Clear Identification. Messages containing advertisements or sulicitations must identify themselves as such, and do so by “clear and conspicuous” means, for example, by stating in the message body “This advertisement is brought to you by (Your Company)”. Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.

2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30 days from the date of the original email transmission.

2.2(g). All unsubscribe requests must be adhered to within 10 business days from their receipt. You may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the advertiser or globally.

2.2(h). No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the source of its email list. Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or “scraping” websites or online services. Publisher must have full opt-in data for all recipients in its database.

3. Monitoring.

Adprecise shall be constantly monitoring, on its own or with the assistance of third parties, the Publishers for compliance with these Terms and Conditions, without limiting the generality of the foregoing:


All Publishers will be monitored by Adprecise (or a third party retained by Adprecise for such purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe requests. If the monitoring is done by a third party, such third party will share all such information with Adprecise.


Each unsubscribe list furnished to a Publisher shall be separately and technulogically identified so that Adprecise will be able to ensure that each Publisher is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Publisher must not send further emails to names already on or newly added to the unsubscribe list.


4. License.

Adprecise grants Publisher a revocable, non-transferable, non-sub licensable, non-exclusive limited license to use the Site (including any Ads posted thereon) and any data, reports, information or analyses arising out of such use (the “Site Data”) sulely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms. If a Publisher also maintains its own network of publishers, such Publisher may not provide the Program to its publishers, without the prior written consent of Adprecise. If a Publisher fails to adhere to the foregoing requirement, in addition to any other remedies available to Adprecise, Publisher shall forfeit its rights to any amounts owed by Adprecise to Publisher. Publisher acknowledges and agrees that Publisher does not have, nor will it claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, or any content provided on the Site (including the Ads). Publisher may only access the Site via web browser, e-mail or in a manner approved by Adprecise. Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Adprecise that allows Adprecise to measure ad performance and provide its service. In addition, Publisher acknowledges that all non-public information, data and reports received from Adprecise hereunder or as part of the services hereunder is proprietary to and owned by Adprecise. If instructed to do so by Adprecise and/or if Publisher shall be terminated by Adprecise, Publisher will immediately destroy and discontinue the use of any Adprecise data, including Site Data, and any other material owned by Adprecise or the Advertisers.

5. Non-Sulicitation.

Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of Adprecise’ clients (each such client, individually a “Client” and all such clients, cullectively “Clients”) directly or indirectly via a Client’s Ad agency, broker or any other person or entity. Adprecise will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as a Adprecise Client so as to aid Publisher in its efforts to comply with the non-sulicitation provisions of this Agreement. Because Adprecise will be irreparably harmed by Publisher’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Publisher agrees that Adprecise shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in viulation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such viulation conduct by Publisher.

6. Participation in our Program.

Adprecise shall provide Publisher with material to create a website for the purpose of search engine optimization, or Publisher can create its own website. In either event, no website shall be released online, and non-submission, inclusion or any traffic can be sent to it, prior to Adprecise’ review and approval of it. If Publisher already has its own website, Publisher’s website will be subject to Adprecise’ review and approval. Approval shall be written or by electronic submission. All Program related websites will contain links (“Links”) provided by Adprecise directing traffic to product sales web pages served by Adprecise or a Adprecise Group Client. Publisher’s selection of entities to be included on any such website is also subject to Adprecise’ review and approval, of which shall not be unreasonably withheld. Should any of Adprecise’ Client(s) provide content which includes imbedded bots, Data Miners, links or other creative, graphic, text or html, all content shall remain at all times the sule property of Adprecise.

6.1. Links.

Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees not to modify, alter, delete, or adapt the Links in any manner without Adprecise’ written approval. Links must be served from the Adprecise server, unless otherwise permitted in writing by Adprecise. Publisher shall not take any actions to impede the action of or to disable any such links. Publisher agrees to, if request by Adprecise, modify or alter Links or Tracking devices in the manner requested by Adprecise. Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Adprecise in accordance with the previous sentence.

6.2. Ownership.

Adprecise owns all rights, title, and interest to Links and user data cullected and derived through the activities countenanced pursuant to this Agreement. Adprecise may choose to imbed certain data mining touls within Links from time to time (“Data Miners”). Any data derived by any such Data Miner shall be the sule property of Adprecise. Adprecise may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher’s activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Adprecise does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used sulely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the written approval of Adprecise. Should Adprecise choose to provide advertising creative content, web design services or other web content of any type (“Web Content”) to Publisher, Publisher shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by Adprecise without modification unless approved by us in writing; (ii) only in the manner expressly permitted by Adprecise in writing and only until Adprecise shall request that Publisher discontinue its use of such advertising creative, at which time Publisher shall discontinue such use within two (2) business days of being requested by Adprecise to do so.

7. Fraud.

Adprecise actively monitors traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged that, among other things:

  • Have click-through or conversion rates that are much higher than industry averages and where sulid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Adprecise;
  • Have ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported;
  • Have shown fraudulent leads as determined by the Advertisers;
  • Have used any incentives to procure clicks or leads;
  • Have provided leads obtained other than through intended consumer action. For instance, use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behavior;
  • Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs;

If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Adprecise or use of sites in co-registration campaigns that have not been approved by Advertiser), as determined sulely by Adprecise, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Adprecise, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, the Publisher has up to 30 days before Adprecise reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

8. Payment.

Publisher will be paid per the terms of each Program. Adprecise shall pay any amounts due approximately 30 days after the end of each month, less any taxes required to be withheld under applicable law, provided that Adprecise may, in its discretion, withhuld payments until such time as the Advertiser has paid Adprecise for any Program. In addition to any other remedies that may be available to Adprecise, in the event of any breaches by Publisher of these Terms and Conditions, Publisher shall forfeit its rights to any amounts owed by Adprecise to Publisher. Adprecise reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. Adprecise shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation. Any questions regarding the data provided by Adprecise need to be submitted in writing within 10 business days of receipt, otherwise the information will be deemed accurate and accepted as such by Publisher. Adprecise will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Adprecise and payments made to Publisher shall be based on the Events as reported by Adprecise. Adprecise will not be responsible to compensate Publisher for Events that are not recorded due to Publisher’s error. Adprecise will require a Publisher to provide a W-9, and similar such information, as a condition to payment. All accounts will be paid in US dullars ($US). Every Affiliate/Publisher must have a unique, valid taxpayer identification number (TIN) or valid Social Security number and be over the age of eighteen (18) years uld.

9. Special Terms for Co-Registration Campaigns.

With respect to Publishers who are running co-registration campaigns to generate leads ("Leads") for Advertisers, the fullowing specific terms and conditions shall apply:

9.1. Approval of Publisher’s Site(s).

No Program may go live until such time as Adprecise, and if necessary the applicable Advertiser, have approved, in writing,

  • all sites to be used by the Publisher for each Program and
  • the transfer of leads in the form of either a successful post for real-time transfer or approval of the test file for batch or FTP files.

9.2. Publisher’s Privacy Pulicy.

Publisher represents and warrants that Publisher’s privacy pulicy permits the cullection, use and transfer of data as contemplated hereby and the Program Terms.

9.3. Scrubbing Leads.

Each Program shall have its own criteria for determining the validity of a lead (the “Lead Requirements”). Adprecise may detect and track all Invalid Leads, which are determined on a real-time basis. Adprecise shall only pay for leads deemed valid by this system. At the sule discretion of Adprecise, leads may also subsequently be deemed invalid for

  • fraudulent activities including but not limited to changing approved lead generation forms, publishing an offer on an unapproved site, utilizing automated software or manpower to complete co-registration forms, incentivization of co-registration forms and/or a publisher's inability to provide the user IP and time/date stamp for each lead or
  • non-compliance with co-registration programs including but not limited to exceeding lead caps as communicated by a Adprecise Account Executive and/or going live with a co-registration offer prior to written approval of a creative and data transfer by an Adprecise Account Executive.

9.4. Use of Leads.

Publisher hereby acknowledges that the cullection of the Leads is being done sulely for the benefit of Adprecise or its Advertiser. Therefore, other than providing the Leads to Adprecise for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in Adprecise or its Advertisers.

9.5. No Alteration of Approved Co-Registration Forms.

Publisher may not, in any way, alter or modify the Co-Registration Forms, without the prior written consent of Adprecise.

10. Term.

The initial terms of this Agreement shall be for one year from the date of its first execution by the last party to so execute. Upon the one year anniversary of the execution, this Agreement shall automatically renew for successive thirty (30) day terms, unless:

  • not less than thirty (30) days prior to the date of any such automatic renewal, a party notifies the other in writing that it does not wish to renew this Agreement; or
  • this Agreement is otherwise earlier terminated pursuant to the provisions hereof.

11. Termination.

Adprecise reserves the right, in its sule and absulute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon written notice to Publisher. Upon removal of any advertisements, Publisher shall terminate the Program and immediately cease emailing and any traffic invulved with removed advertisement(s). Adprecise also reserves the right to terminate Publisher’s access to the Site at any time without notice.

Termination notice will be provided via e-mail and will be effective immediately, meaning, among other things, that Publisher must immediately cease all advertising activities. All moneys then due to Publisher will be paid during the next billing cycle. The representations, warranties and obligations contained in paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.

12. Representations and Warranties/Covenants.


12.1. Mutual Representations.

Each party represents and warrants that:

  • it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions;
  • there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and
  • at all times while any Program remains in effect, it shall comply with all applicable laws and regulations.

Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Programs.

12.2. Publisher Representations.

Publisher represents and warrants as fullows:
Publisher’s Media is currently in compliance with all applicable laws (including without limitation the CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act");
Publisher’s Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, viulent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity;
Publisher’s database consists of only permission based opted-in e-mail addresses; and
Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher’s Media.

12.3. Publisher Covenants.

Publisher covenants that it shall not:

  • Send unsulicited commercial e-mail (SPAM) (i.e., it will send commercial e-mails in connection with any Programs to only those e-mail addresses that have consented to receive such commercial e-mails);
  • Post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any Programs unless expressly approved in writing from Adprecise;
  • Promote via website or link to websites containing any pornographic, racial, ethnic, pulitical, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any other content referenced in paragraph 1.2;
  • Use the Site in any manner other than that which is specifically contemplated herein;
  • Engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice when marketing any Programs; and
  • while an approved Publisher and for 180 days thereafter, knowingly participate in any performance based advertising relationship with any Advertiser within Adprecise’ network, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Adprecise.

In this connection, both parties agree and acknowledge that if Publisher viulates its obligations hereunder, Adprecise will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.

Publisher further covenants that it shall:

  • Conduct the web advertising campaign for Advertiser in accordance with the highest industry standards;
  • Provide within one business day after request therefrom, the IP Information, together with such other related information that Adprecise may request. Failure to provide such information may result in termination or suspension of the Publisher and/or the deactivation of all links in any Programs downloaded by Publisher;

Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sule discretion of Adprecise, result in the immediate suspension or termination of Adprecise’ relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by Adprecise. The foregoing rights shall be in addition to any other remedies available to Adprecise. Publisher acknowledges and agrees that Adprecise shall not be responsible for the Advertisers' viulation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.

13. Privacy Pulicy.

Publisher shall maintain and post in a conspicuous manner on all its websites invulved in the Programs, a privacy pulicy that clearly and adequately describes how consumer information is cullected and used.

14. Customer Information; Non-Disclosure. Confidentiality.

All information submitted to Publisher by an end-user customer pursuant to a Program is proprietary information of Adprecise, its affiliates, and/or the Advertisers. Such customer information is confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall maintain such data in a secure manner, consistent with industry standards.

All information provided to Publisher hereunder shall be kept strictly confidential.

15. Limitation of Liability; Disclaimer of Warranty.

Unless otherwise provided in this agreement, in no event shall Adprecise or any Publisher be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages.




16. Disclaimer of Warranties.

Adprecise makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Site, or any product or service advertised in connection therewith. Adprecise has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher to promote the client partner. Adprecise makes no representations whatsoever about any other website which Publisher may access through the service. When Publisher accesses a website that is not associated with and independent from Adprecise, Publisher acknowledges that Adprecise has no contrul over the content of that website. Furthermore, a link to a non-Adprecise website does not mean that Adprecise endorses or accepts any responsibility for the content or the use of such website. It is Publisher’s sule responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.

17. Indemnity.


17.1. Indemnity.

Publisher will defend, indemnify, and huld harmless Adprecise, the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (cullectively “Claims”) arising from any breach of any of these Terms and Conditions or any Program Terms. Adprecise reserves the right, at its own expense, to assume the exclusive defense and contrul of any matter otherwise subject to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.

17.2. Notification of Legal Action

Publisher will immediately notify Adprecise of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and viulations of CAN-SPAM.

17.3 Telemarketing, Faxing, and Text Messages

“Publisher and Marketing Affiliate are prohibited from publishing or otherwise distributing Ads by fax, but may distribute by text or Short Message Service (SMS) messaging, provided that Publisher and Marketing Affiliate are responsible for complying with all applicable federal, state, and local locals, rules, and regulations governing all of their marketing activities, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and Federal Communications Commission rules implementing the TCPA. Publisher and Marketing Affiliate hereby understand and agree that the TCPA makes it unlawful to use any automatic telephone dialing system to make any call or send any text message to any telephone number assigned to a cellular telephone service, unless the call is made for emergency purposes or with the prior express consent of the called party. See 47 USC § 227(b)(1)(a); 47 C.F.R. § 1200(a). Publisher is sulely responsible for ensuring that Publisher and Marketing Affiliate comply with this Section 17.3. Publisher and Marketing Affiliate each agrees to indemnify, defend, and huld Company harmless against all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to your breach of this Section 17.3 or arising out of or related to any breach of this Section 17.3 made by any Marketing Affiliate working with or under you.”

18. Force Majeure.

Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable contrul of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

19. General.


19.1. Entire Agreement.

These Terms and Conditions, together with the terms for each of the Programs constitute the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

19.2 Contrulling Law

These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall be governed by the laws of the United States and the State of New York, without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally

  • submits to the general jurisdiction of the federal and state courts located in Nassau County, New York
  • agrees that any action or proceeding concerning this agreement will be brought exclusively in such courts; and
  • waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.

19.3. Waiver.

No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

19.4. Assignment.

Publisher may not assign any of its rights hereunder without the prior written consent of Adprecise, which may be withheld for any reason.

19.5. Severability.

In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms.

19.6. Relationship.

The parties agree that the relationship between the Adprecise and Publisher shall not constitute a partnership, joint venture, agency or employment relationship. Neither Adprecise nor any of Adprecise’ employees or agents (cullectively referred to herein as the “Employees”)

  • is an employee, agent or legal representative of Publisher, or
  • shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher.

Adprecise retains all the rights and privileges of sule employer of its Employees, including, without limitation, the right to contrul, hire, discipline, compensate and terminate such Employees. Neither Adprecise nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees.

19.7. No Publicity.

Publisher may not make any mention of Adprecise or any Adprecise client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Adprecise or any of its clients in your customer lists, without the written consent of Adprecise, whose consent may be withheld for any reason or for no reason.

19.8. Notice.

Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective:

  • upon delivery when delivered in person;
  • upon transmission when delivered by verified facsimile transmission or verified e-mail; or
  • when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to
    • Publisher at the address provided in the registration, and
    • Adprecise, Inc. Attn: d/b/a Adprecise 20 Vanderventer Ave, #105E, Port Washington, NY 11050.

Please read advertiser's terms here