ShelterMedia

Terms and Conditions for the ShelterMedia Network

This Member Agreement (this “Agreement”) is entered into by and between the ShelterMedia Network (“ShelterMedia”) and you ( the “Publisher”) and is contingent upon Publisher applying to and being accepted to join the ShelterMedia Network.

1. Overview. As further described in this Agreement, ShelterMedia may (i) provide Publisher with advertisements to place on Publisher’s Web Site or Blog and shall share with Publisher revenues generated by those advertisements and (ii) feature links on its website located at ShelterMedia.com to link back to Publisher’s Web Site or Blog. ShelterMedia shall have the right to discontinue the Program at any time without further liability.

2. Web Site or Blog Publisher represent and warrant that Publisher write, maintain, produce, operate or represent the Web Site or Blog and have the authority to enter into this Agreement, including the right to grant ShelterMedia permission to (i) place advertisements on Publisher’s Web Site or Blog and (ii) link to Publisher’s Web Site or Blog.

3. Advertising. ShelterMedia and its assigned sales agents shall have the right, but not the obligation, to place advertisements on Publisher’s Web Site or Blog (“ShelterMedia”). The ShelterMedia-provided advertisements may be provided to ShelterMedia by advertising sales agents or advertising distributors (“Ad Suppliers”). ShelterMedia shall deliver the ShelterMedia advertisements to Publisher and Publisher shall display the advertisements on Publisher’s Web Site or Blog, or as otherwise agreed to by Publisher and by ShelterMedia. Nothing herein shall require ShelterMedia to provide Publisher with any ShelterMedia-provided advertisements and we make no guarantee regarding the amount of any payment to be made to Publisher in connection with the ShelterMedia-provided advertisements under this Agreement.

4. Responsibility for the Web Site or Blog. As between Publisher and ShelterMedia, Publisher will be solely responsible for the maintenance and operation of Publisher’s Web Site or Blog and for all materials that appear on the Web Site or Blog, including, but not limited to, the following: (i) the technical operation of the Web Site or Blog and all related equipment (and all costs associated therewith); (ii) the accuracy and appropriateness of materials posted on the Web Site or Blog; (iii) ensuring that materials posted to the Web Site or Blog do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) ensuring that Publisher’s Web Site or Blog accurately and adequately discloses, either through a privacy policy or otherwise, how Publisher collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; (v) properly installing advertising tags generated by the Adify system and properly placing promotional text or images on Publisher’s Web Site or Blog pages to direct advertisers to Publisher’s ShelterMedia storefront; and (vi) ensuring that the following material will not be included on the Web Site or Blog: (a) pornographic or other unacceptable adult-themed material including adult photos, tobacco-related or alcohol-related material, get-rich-quick schemes, products or services involving deceptive marketing practices, lotteries, or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, Shelter Media; (d) content that is inconsistent with ShelterMedia’s public image, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party.

5. Quality Control. While ShelterMedia does not intend, and does not undertake, to monitor all of the content on Publisher’s Web Site or Blog, if we at any time during the Term (i) become aware of a breach or inaccuracy of any representation or warranty of Publisher or (ii) determine, in our sole discretion, that any content contained on Publisher’s Web Site or Blog is unacceptable, Publisher agree that ShelterMedia shall have the right to (a) remove any link from the ShelterMedia Website to the Publisher’s Web Site or Blog immediately and without notice to Publisher; and/or (b) request immediate removal of any content on Publisher’s Web Site or Blog and Publisher shall comply with such request, in each case in the event that ShelterMedia determines, in its sole discretion, that the Web Site or Blog adversely affects ShelterMedia.
6. Revenue Share. On behalf of ShelterMedia, Adify shall make monthly revenue share payments ("Revenue Share Payments") to Publisher based on a percentage of the CPM revenue for the ShelterMedia-provided advertisements displayed with Publisher’s site ("CPM Revenue") as reported by the Ad Server. ShelterMedia reserves the right to withhold payment of any Revenue Share Payment in the event of any breach of this Agreement by Publisher.

7. Information Rights. Publisher shall make available to ShelterMedia usage data regarding the Web Site or Blog as reasonably requested by ShelterMedia. ShelterMedia may retain and use for its own purposes all information Publisher provide to ShelterMedia in connection with ShelterMedia. Publisher agree that ShelterMedia may transfer and disclose to third parties (including ad suppliers, sales agents and potential ad suppliers and ShelterMedia business partners) personally identifiable information about Publisher for the purpose of approving and enabling Publisher’s participation in the Program, including for soliciting ShelterMedia-provided advertisements. ShelterMedia disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.

8. License. For the purposes of this agreement, Publisher hereby grants to ShelterMedia a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit Publisher’s Web Site or Blog content and Publisher’s Web Site or Blog marketing materials in order to place advertisements and perform the activities described in this agreement; (ii) to link to the Web Site or Blog from ShelterMedia.com; and (iii) to copy and otherwise use portions of Publisher’s Web Site or Blog in order to drive traffic to Publisher’s Web Site or Blog and for other promotional purposes. For the purposes of this agreement, ShelterMedia hereby grants to Publisher a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the ShelterMedia-provided advertisements solely for the purposes of placing such ShelterMedia-provided advertisements on the Web Site or Blog in accordance with this Agreement and (b) to link to ShelterMedia.com from the Web Site or Blog as determined by ShelterMedia from time to time.

9. Representations and Warranties. Publisher represent and warrant that (i) the content of Publisher’s Web Site or Blog is and will be Publisher’s own and original creation, except for content validly licensed by Publisher or in the public domain; (ii) the Web Site or Blog will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of Publisher’s Blog including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by Publisher; and (iv) Publisher’s Web Site or Blog will not violate any federal, state, or local law, rule, or regulation.

10. Confidentiality. During the term of this agreement and for a two (2) year period thereafter, Publisher will not be able to disclose any confidential or proprietary information ShelterMedia provides to Publisher or Publisher otherwise obtains about our business or the ShelterMedia-provided advertising campaigns during the course of this Agreement. Such information includes, but is not limited to, (i) all ShelterMedia software, technology, programming, technical specifications, materials, guidelines and documentation relating to ShelterMedai-provided advertising campaigns; (ii) click-through rates or other statistics relating to Publisher’s Web Site or Blog performance in ShelterMedia-provided advertising campaigns.

11. Indemnity. Publisher agrees to indemnify, defend, and hold harmless ShelterMedia, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., ShelterMedia-provided advertisers, advertising suppliers, advertising distributors and advertising sales agents) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from Publisher’s enrollment in ShelterMedia-provided advertising campaigns, and/or Publisher’s breach of any of the terms of this Agreement.

12. Compliance with Laws. Publisher will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, Publisher agree Publisher will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

13. Disclaimer of Warranties. ShelterMedia disclaims all warranties of any kind, expressed or implied, regarding this program, ShelterMedia content, and the ShelterMedia Web Site, including, without limitation, the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Without limiting the generality of the foregoing, Publisher understands and agrees that ShelterMedia is not responsible for, and makes no representations or warranties regarding the ShelterMedia-provided advertisements, or that Publisher will be entitled to receive any revenue share payments.

14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. Publisher may not in any manner misrepresent or embellish the relationship between ShelterMedia and Publisher, or express or imply any relationship or affiliation between ShelterMedia and Publisher except as expressly permitted by this Agreement (including by expressing or implying that ShelterMedia or our Ad Suppliers support, sponsor, or endorse any content of Publisher’s Web Site or Blog or the ShelterMedia - Provided Advertisements).

15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ShelterMedia, and their officers, directors, members, agents, investors. employees and applicable third parties (e.g., ShelterMedia-provided advertisers, advertising sales agents, advertising distributors, or advertising suppliers) be liable under this agreement for any consequential, special, indirect, exemplary, or punitive damages, whether in contract or tort, or any other legal theory, even if ShelterMedia has been advised of the possibility of such damages. ShelterMedia’s aggregate liability to Publisher under this agreement for any claim is limited to the amount paid by ShelterMedia to Publisher during the (3) three month period immediately preceding the date the claim arise. Publisher will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

16. Term of the Agreement. The term of this Agreement will begin upon our written notification that Publisher’s Web Site or Blog has been accepted to participate in the ShelterMedia Network and shall continue for a period of (2) two years. During this term, you will not make ad inventory available on other Home & Garden Ad Networks. Notwithstanding the foregoing, either Publisher or ShelterMedia may terminate this Agreement at any time, with or without cause, by giving the other party (30) business day advance written notice of termination. Upon the termination of this Agreement for any reason, Publisher will immediately cease use of, and remove from Publisher’s Web Site or Blog, all references to Publisher’s participation in the ShelterMedia Network, all ShelterMedia-provided advertisements, and all other materials provided by or on behalf of ShelterMedia to Publisher pursuant here to or in connection with the ShelterMedia Network. Removing the ShelterMedia advertising tags from Publisher’s Web Site or Blog automatically terminates this agreement. ShelterMedia reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. Publisher is responsible for reviewing any applicable changes and changes may be posted without notice to Publisher. Publisher’s continued use of the service following changes constitutes Publisher’s acceptance of such changes and modifications.

17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS THEREOF, the parties have executed and delivered this Agreement as of the Effective Date.

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