Welcome to the Sponsored Links Program (the "Program") at Pulse 360 (the "Sites"), services and Web sites maintained by Pulse 360, Inc. ("Pulse 360"). If an individual is using the Program on behalf of a business entity, whether as an employee, consultant or agent of such business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to these terms and conditions (the "Terms and Conditions"). "You" shall refer both to the individual accessing the Program on behalf of a business entity, if any, and any such business entity itself.
YOUR ACCESS TO AND USE OF THE PROGRAM IS SUBJECT TO THESE TERMS AND CONDITIONS, AND ALL APPLICABLE LAWS. BY USING ANY PART OF THE PROGRAM YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF SERVICE.
Subject to these Terms and Conditions, you may use the Program, which consists of (i) Pulse 360's contextual advertising listing service which allows you to make a bid for one or more topics that may appear on third party content web sites, in emails, in syndication feeds, applications or other appropriate distribution means that are part of Pulse 360's network of content partners and which will display your sponsored links ("ContextTarget™ Listings and/or LocalTarget™ Listings") and (ii) Pulse 360's behavioral and demographic advertising listing service which allows you to make a bid for one or more audience segments that may appear on Pulse 360's network of partners, in emails, in syndication feeds, applications or other appropriate distribution means ("BehaviorTarget™ Listings", and collectively with the ContextTarget™ Listings and LocalTarget™ Listings, the "Listings").
All bids made by you for CPC and or CPM are at your sole discretion. Pulse 360 presents ContextTarget™ Listings, LocalTarget™ and BehaviorTarget™ Listings to Users, based upon a methodology that ranks Listings according to a calculation of the price bid for a term multiplied by a listing's "ClickFactor." ClickFactor is the Listing's click performance, relative to the other listings in the topic. Therefore, rankings are subject to constant change. Pulse 360 reserve the right to change their methodology at any time at their sole discretion. Each time a User clicks on your Listing, you will pay to Pulse 360 the amount bid by you.
You hereby authorize Pulse 360 to provide your Listings to our partners and their affiliates (collectively, "Pulse 360 Partners"). Pulse 360 Partners may reject or remove your Listings at any time. Pulse 360 does not make any representations, warranties or guaranties on behalf of Pulse 360 Partners. You may not directly contact Pulse 360 Partners regarding your participation in the Program. All communications should be directed to Pulse 360 as provided in these Terms and Conditions. Pulse 360 Partners are third party beneficiaries to your representations and warranties in these Terms and Conditions and the rights and remedies available hereunder.
Pulse 360 is not responsible for reviewing your ads and/or your landing pages for compliance with any laws, government regulations, trademarks, Service Marks, Patents, industry guidelines or privacy policies. You warrant to Pulse 360 that you have reviewed your ads and the web sites that your ads link through to are in full compliance with all laws, government regulations, trademarks, Service Marks, Patents, industry guidelines or privacy policies.
When you register for the Program, you will be assigned a user name and password. You must provide truthful information when signing up with Pulse 360, and may not use any aliases or other means to mask your true identity. Your user name and password should be safeguarded at all times. You are responsible for the security of your user name and password and you acknowledge that Pulse 360 may assume that all activity under your user name and password has been authorized by you. You will be solely liable for any charges, use or unauthorized use under such user name and password.
You will pay to Pulse 360 a deposit of not less than $50 on the day you join the Program to fund your account. The first $50 of your deposit is non-refundable. An amount equal to your bid for the term or category will be deducted from your account each time a User clicks on your Listing, as well as all applicable taxes and other amounts payable to any governmental authority on the services provided by Pulse 360. You may add additional amounts at any time to your account. All accounts are subject to a $10 per month minimum administrative and data storage fee, regardless of the number of clicks on your Listings or the Active/Suspended status of your account provided that this fee will be waived if the Agency/Advertiser´s spend is greater than $10 in the applicable month. If at any time the balance in your account is insufficient to permit Pulse 360 to deduct any amount becoming payable in connection with the Program, Pulse 360 may immediately terminate your participation in the Program. All amounts payable by you to Pulse 360 in connection with the Program may be payable by credit card, charge card, wire transfer, money order or check; provided, however, that Pulse 360 may, in its sole discretion, require that you use one specific method for making payments to Pulse 360.
If, at Pulse 360's sole discretion, you are eligible to pay on an invoice, you will be invoiced by Pulse 360 on a monthly basis, terms Net 30 days, for the accumulation of (a) the amount generated by clicks on your listings and or an agreed CPM rate plus (b) all applicable taxes and other amounts payable to any governmental authority on the services by Pulse 360 pursuant to this Agreement for such period, any amount payable by you pursuant to this Agreement or otherwise in connection with this Agreement. Pulse 360 in its sole discretion will determine your credit limit and payment terms. If at any time you have an outstanding invoice that has not been paid in accordance with the payment terms indicated on the invoice or you have reached your credit limit, Pulse 360 may terminate your participation in the Program.
Please contact Client Services at email@example.com if you believe you may be eligible for our invoice payment plan.
If any amount payable is not received by Pulse 360, when due, Pulse 360 may require you to pay (i) interest on such amount from the date such amount was due until the date on which it is paid at a rate equal to the lesser of 18% per year or the highest rate permitted by the applicable law and (ii) all costs and expenses (including attorneys fees and expenses) incurred by Pulse 360 in collecting such amount.
Under no circumstances may you submit terms, categories or Listings, or include a link to a web site, which contains any content that:
Under no circumstances may you use the Program or any device to:
The Program, and everything incorporated or used in connection with the Program, including but not limited to software, designs, graphics, text, methods, processes, technology and other intellectual property, are owned, or authorized for use, by Pulse 360. By using the Program, you acknowledge such rights. Except as expressly set forth in these Terms and Conditions, you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any part of the Program without the prior written consent of Pulse 360. Pulse 360 is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Pulse 360 without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information. You hereby grant Pulse 360 permission to use your name and company logo in any materials and on in media in order to promote Pulse 360, Pulse 360 or the Program and your participation and affiliation with the same. All rights not expressly granted to you under these Terms and Conditions are reserved by Pulse 360.
Through your participation in the Program, you may receive or have access to, certain confidential or proprietary information belonging to Pulse 360, including but not limited to, Program descriptions, pricing, technology, methods, processes and other information (collectively, "Confidential Information").
You shall not at any time, whether before or after the termination of your use of the Program, (i) sell, license, transfer or otherwise make available to any person any Confidential Information, (ii) use any Confidential Information for any purpose other than your participation in the Program, or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you or is required by applicable law. All Confidential Information shall at all times remain the personal property of Pulse 360 and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Pulse 360 immediately upon a request therefore by Pulse 360.
By selecting a category for your Listing, you represent and warrant to Pulse 360 that you are authorized to use such term or category, and that such use by you, Pulse 360 Partners will not violate the rights of any third party. You are solely responsible for (i) the selection and use of the categories you use in the Program, (ii) maintaining your web site so that Users may access your web site at all times after clicking on Listings and (iii) complying with all instructions contained in the Program.
THE PROGRAM IS MADE AVAILABLE TO YOU "AS IS" AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, PULSE 360 DOES NOT WARRANT OR REPRESENT THAT (A) ANY USE OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, (B) DEFECTS IN THE PROGRAM WILL BE CORRECTED, (C) THE PROGRAM IS FREE OF VIRUSES OR OTHER HARMFUL COMPUTER CODE, (D) YOUR BIDS WILL PREVAIL OR (E) YOU WILL REALIZE ANY SPECIFIC RANKINGS, CLICK-THROUGHS, IMPRESSIONS, PROFITS OR OTHER RESULTS THROUGH THE PROGRAM.
IN NO EVENT WILL PULSE 360 OR PULSE 360 PARTNERS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND MAXIMUM LIABILITY OF PULSE 360 FOR ALL DIRECT DAMAGES TO YOU SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO PULSE 360 DURING THE MOST RECENT THREE (3) MONTHS.
Pulse 360 may at any time terminate or modify the Program or your participation in the Program without notice to you and without any liability to you for such termination or modification. You may completely terminate your participation in the Program at any time by giving written notice to Pulse 360, provided that, some Listings may continue to run for a limited time until Pulse 360 is able to remove such Listings. Upon the termination of your participation in the Program, Pulse 360 will return to you the balance of your account minus all amounts then owing to Pulse 360; provided, however, that, if you have not paid to Pulse 360 at least $50 in the aggregate in connection with clicks on your Listings, Pulse 360 may deduct from your account, prior to returning the balance to you, the difference between the $50 deposit and the aggregate amount paid by you to Pulse 360 in connection with all clicks on your Listings.
You may send notices to Pulse 360 at firstname.lastname@example.org. Any such notice will be effective upon actual receipt by Pulse 360. Pulse 360 may send notices to you through e-mail, regular mail or a posting on any of the Sites. Any such notice will be effective upon actual receipt by you in the case of e-mail or regular mail or upon posting in the case of such notice being posted on any of the Sites.
You and Pulse 360 are independent contractors and not agents of the other for any purpose. Except in connection with Pulse 360's performance in the operation of the Program, neither you nor Pulse 360 may act for the other or incur any indebtedness, liability or obligation on behalf of the other.
You and Pulse 360 will attempt in good faith to resolve any dispute relating to the Program. If any attempt to resolve such a dispute is unsuccessful, you and Pulse 360 may only submit such dispute to a federal or state court located in the county of Erie, New York. You consent to each court located in the county of Erie, New York being a proper venue for such dispute and waive any right to object to its being an inconvenient or otherwise inappropriate forum. Any claim against Pulse 360 arising from these Terms and Conditions shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. The parties hereby waive trial by jury in connection with any action or suit under these Terms and Conditions or otherwise arising from the relationship between the parties hereto.
The Terms of Service available on the Sites are hereby incorporated by reference into these Terms and Conditions. These terms and conditions (i) may be amended by Pulse 360 at any time by posting such changes on any of the Sites, and your continued use of the Program conclusively demonstrates your acceptance of those changes, (ii) inure to the benefit of and are binding upon you and Pulse 360 and each party's successors and assignees, except that you may not assign any of your obligations under such terms without first obtaining the written consent of Pulse 360, (iii) shall be governed by, and interpreted and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws, and (iv) constitute the entire agreement between you and Pulse 360 with respect to the subject matter herein, and supersede all prior oral and written proposals, representations, understandings and agreements.
If any provision of these Terms and Conditions is held to be void, invalid or inoperative, the remaining provisions of these Terms and Conditions shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Pulse 360's failure, in any instance, to exercise any of its rights under these Terms and Conditions will not constitute a general waiver of such or any other rights hereunder. The rights and remedies of Pulse 360 under these Terms and Conditions and any other applicable agreement between you and Pulse 360 shall be cumulative, and the exercise of any such right or remedy shall not limit Pulse 360's right to exercise any other right or remedy.
The Program is provided from the United States of America and all servers that make it available reside in the U.S.A. The laws of other countries may differ regarding the access and use of the Service. We make no representations regarding the legality of the Program in any other country and it is your responsibility to ensure that your use complies with all applicable laws outside of the U.S.A.
Should you have any questions regarding these Terms of Service you may contact us at email@example.com
Version: Pulse 360 Advertiser Terms and Conditions 20120322