Halowords - Terms and Conditions

Halowords Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE HALOWORDS ONLINE PROGRAM. PARTICIPATION IN THE HALOWORDS ONLINE PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE HALOWORDS ONLINE PROGRAM.

Introduction. This agreement ("Agreement") between You and Halowords consists of these Halowords Online Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

1. Program Participation. Participation in the Program is subject to Halowords’s prior approval and Your continued compliance with the Program Policies ("Program Policies"). Halowords reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Halowords may serve (a) third party and/or Halowords provided advertisements and/or other content (such third party provided advertisements, Halowords provided advertisements and other content, collectively, "Ads"), provided, however, that if Halowords serves non-compensated content, You will have the ability to opt out of receiving such content as part of the Program. For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Property will also mean feeds and media players distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Halowords. In some circumstances expressly authorized in writing by Halowords, You may enroll in the Program and create an account for the sole purpose of receiving payment from Halowords, and not, for purposes of clarification, for the purpose of displaying Ads, on a Property. If, however, You subsequently use your Account to participate in the Program, then such use of the Program will be governed by the terms of this Agreement. You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of ads being served on your website. Your privacy policy should also include information about user options for cookie management.

2. Implementation and Operation of Ads, You agree to comply with the specifications provided by Halowords from time to time to enable proper delivery, display, tracking, and reporting of Ads in connection with Your Property(ies), including without limitation by not modifying the JavaScript or other programming provided to You by Halowords in any way, unless expressly authorized in writing by Halowords.

All content and Property-based Ads (and Ads served in response to end user clicks on and queries entered into Links, if any) shall be grouped by Halowords and displayed with Links (where applicable) to end users of the Property(ies) as ad units (such groups of Ads and/or Links collectively referred to as "Ad Units") in standard formats as offered generally by Halowords from time to time. You may select a format approved by Halowords for the display of Ad Units in connection with the Property(ies), but You acknowledge and agree that Ads and/or Links: (i) shall only be displayed in connection with the Property(ies), each of which is subject to review and approval by Halowords in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein.

3. Communications Solely With Halowords. You agree to direct to Halowords, and not to any advertiser, any communication regarding any Ad(s) displayed in connection with Your Property(ies).

4. Parties' Responsibilities. You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of Halowords' specifications, and adherence to the terms of this Agreement, including compliance with the Program Policies. Halowords reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Ads. Halowords is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and Halowords. In addition, Halowords shall not be obligated to provide notice to You in the event that any Ad is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Property(ies).

5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad or remove, obscure or minimize any Ad in any way without authorization from Halowords; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"); (iv) redirect an end user away from any Advertiser Page, Search Results Page, or Referral Page; provide a version of the Advertiser Page, Search Results Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; (v) display any Ad(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, or any part, copy, or derivative thereto; (viii) act in any way that violates any Program Policies posted on the Halowords Web Site, as may be revised from time to time, or any other agreement between You and Halowords; (ix) disseminate malware; (x) create a new account to use the Program after Halowords has terminated this Agreement with You as a result of your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on Halowords or otherwise disparages or devalues Halowords’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Termination; Cancellation. Subject to any third party agreements You may have with other Halowords customers (e.g., Your Web hosting company), You may stop displaying Ads on any Property in the Program with or without cause at any time by removing the Halowords JavaScript or similar programming from Your Properties. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to support@halowords.com. This Agreement will be deemed terminated within ten (10) business days of Halowords's receipt of Your notice. Halowords may investigate any activity that may violate this Agreement. Halowords may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Program for any reason. In addition, Halowords reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or Referral Buttons or valid impressions of Ads (in each case as measured by Halowords) for a period of two (2) months or more. Upon termination of participation of any Property in the Program or termination of this Agreement for any reason, Sections 3, 6 through 10, and 14 through 17 shall survive termination.

7. No Guarantee. Halowords makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, Halowords does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Halowords’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Halowords (or its wholly owned subsidiaries) or Your servers are located or co-located.

9. No Warranty. HALOWORDS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-HALOWORDS CONTENT, HALOWORDS SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.

10. Payment. You shall receive a payment related to the number of valid clicks on Ads, the number of valid impressions of Ads, the number of valid completions of Referral Events initiated through Referral Buttons displayed in connection with Your Property(ies), and/or other events performed in connection with the display of Ads on Your Property(ies), in each case as determined by Halowords for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent by Halowords within approximately thirty (30) days after the end of each calendar month that Ads or Referral Buttons are running on Your Property or that Ads are running on Search Results Pages if Your earned balance is $10 or more. In the event the Agreement is terminated, Halowords shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following Halowords receipt of Your written request, including by email, to terminate the Agreement) or by Halowords. In no event, however, shall Halowords make payments for any earned balance less than $10. Notwithstanding the foregoing, Halowords shall not be liable for any payment based on: (a) any amounts which result from invalid queries, invalid Referral Events, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Halowords, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (b) Ads or Referral Buttons delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Halowords may deliver; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. Halowords reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Halowords's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Property(ies) defaults on payment for such Ads to Halowords. In addition, if You are past due on any payment to Halowords in connection with any Halowords program, Halowords reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Halowords. To ensure proper payment. Payment shall be calculated solely based on records maintained by Halowords. No other measurements or statistics of any kind shall be accepted by Halowords or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Properties managed by You that require separate payments) unless expressly authorized in writing by Halowords (including by electronic mail). From time to time Halowords may be holding funds, payments and other amounts due to You in connection with the AdSense Program. You acknowledge and agree that Halowords may, without further notice to You, contribute to a charitable organization selected by Halowords all funds, payments and other amounts related to the Halowords Program that are held by Halowords and that are due to you (if any), but which Halowords is unable to pay or deliver to You because Your account is Inactive (as defined below). “Inactive” means that, based on Halowords’s records: (a) for a period of two (2) years or more You have not logged into your account or accepted funds, payments or other amounts that Halowords has attempted to pay or deliver to You, and (b) Halowords has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in Halowords’s records.

11. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Halowords to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

12. Your Obligation to Indemnify. You agree to indemnify, defend and hold Halowords, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of this Agreement.

13. Information Rights. Halowords may retain and use, subject to the terms of the Halowords Privacy Policy, all information You provide, including but not limited to Property demographics and contact and billing information. You agree that Halowords may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Halowords may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Halowords disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.