Terms and Conditions for Submitting StumbleUpon Paid Discovery Advertising Campaigns
BY CLICKING THE ACCEPT BUTTON, YOU AGREE TO BE BOUND BY AND BECOME A PARTY TO THIS ADVERTISING AGREEMENT (THE “AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, AND DO NOT CLICK THE BUTTON THAT INDICATES THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS THE SERVICES TO CREATE AN ADVERTISING CAMPAIGN.
“StumbleUpon” means StumbleUpon.com, Inc. “Advertiser” means you, the individual person using the advertising services on your own behalf. By entering this Agreement, you represent that you are at least 18 years of age, and that there is no legal reason that you cannot enter into a binding contract. If the advertising services are being used on behalf of an organization, such as an employer, “Advertiser” means the organization or agency for which the advertising services will be provided and you represent that you are authorized by the organization to accept this Agreement on its behalf. If the advertising services are being used on behalf of an advertising agency representing an advertiser, then “Advertiser” includes the advertiser and the agency.
The following terms and conditions apply to the submission of advertising materials by Advertiser (including Advertiser’s url, as supplied to StumbleUpon) (the “Ad”) for referrals within the StumbleUpon Network, also called “Stumbles” (each URL submitted to the StumbleUpon Network for Stumbles is called a “Campaign”). The StumbleUpon Network includes the StumbleUpon website located at www.stumbleupon.com, the StumbleUpon toolbar, and the StumbleUpon mobile applications.
1) USE POLICY:
a) Ads and Campaigns: Ad submissions or modifications shall be made through the account maintenance page on the StumbleUpon Web site, presently located at http://www.stumbleupon.com/pd. Advertisement in the StumbleUpon Network is subject to prior approval of StumbleUpon, which reserves the right to reject, omit or exclude any new or existing Advertiser, Ad or Campaign in its sole discretion, for any reason at any time, with or without notice to the Advertiser and regardless of whether such Advertiser, Ad or Campaign was previously accepted.
b) Ad Content and Delivery: When you use StumbleUpon to promote your website (or other content), we refer your site directly to users who have expressed an interest in similar sites. The number of “Stumbles” by users an Ad receives will be measured by the internal data of StumbleUpon. Data and metrics relating to the Ad will be available to Advertiser on a real time basis through the StumbleUpon dashboard accessible through Advertiser’s account with StumbleUpon. Delivery of Ads will be governed by the Paid Discovery Program described at https://www.stumbleupon.com/pd/help/overview/. By submitting your Ad, you represent that it complies with the StumbleUpon Content Guidelines located at https://www.stumbleupon.com/pd/help/content_guidelines/. In addition, StumbleUpon may in its discretion refuse to serve any Ad that it deems inappropriate. To insure compliance with this Agreement, any Advertisers that materially change their Ads after approval must notify StumbleUpon of the changes in writing immediately. Notices should be sent to firstname.lastname@example.org.
c) Advertiser’s Representation: Advertiser represents and warrants that: (1) it is the owner or is licensed to use the entire content and subject matter contained in the Ad; (2) the Ad is free of any “worm”, “virus” or other device that could impair or injure any object, person or entity; (3) the Ad does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Ad does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Advertiser is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Ad does not and will not infringe any copyright, trademark, patent or other proprietary right. Advertiser grants to StumbleUpon the right and license to transmit the Ad to the StumbleUpon Network.
d) Data: Usage data as to how users are referred to and interact with an Ad is the property of StumbleUpon but will be accessible by Advertiser through its account. Advertiser serves and controls the content of the Ad on StumbleUpon and all user data collected by Advertiser from the Ad remains the property of Advertiser and StumbleUpon shall have no interest in such data.
e) No Guarantee: StumbleUpon does not guarantee the continued inclusion within the StumbleUpon Network, any minimum amount of traffic referrals or success of any Campaign or Ad. Ads are rated by users and whether an Ad or Campaign is successful depends upon a number of variables which are outside of the control of StumbleUpon.
2) PAYMENT TERMS:
a) Payments: For any given Ad, you agree to pay StumbleUpon all applicable charges to your Advertising Program account in accordance with the terms of this Agreement and the provisions regarding payment contained in the Paid Discovery Program. Unless credit terms have been approved by StumbleUpon, all advertising fees are pre-paid by depositing with StumbleUpon the appropriate amount of fees applicable for the Campaign prior to the beginning of the Campaign. StumbleUpon shall periodically deduct from such pre-paid amounts for Ads delivered in accordance with the Paid Discovery Program. Any amounts pre-paid but not used in connection with a Campaign shall not be refundable and may only be used by Advertiser for future or additional Campaigns. Unless other payment arrangements have been authorized, StumbleUpon will not have an obligation nor any liability to Advertiser to begin a Campaign until Advertiser has deposited the necessary funds. In the event that your Campaign exceeds the amounts pre-paid, then you understand that no further Ads will be delivered unless you increase your pre-paid amount. All payments will be in US dollars.
b) Fee Calculation: StumbleUpon will deduct from Advertiser’s account the applicable fees for the Ad as they are incurred. StumbleUpon shall decide, in its sole and complete discretion, the calculation of fees. Any invoices that StumbleUpon issues to Advertiser will be derived from StumbleUpon’s internal data of “Stumbles” delivered.
c) Taxes: Advertiser is responsible for any and all taxes applicable to the Campaign (except for taxes based on StumbleUpon’s income).
StumbleUpon reserves the right to terminate any Advertiser’s relationship with the StumbleUpon Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, StumbleUpon will immediately remove from the StumbleUpon Network Advertiser’s html code or url for serving the Ad to StumbleUpon. Advertiser may terminate a Campaign or Ad at any time.
a) Indemnification: Advertiser hereby agrees to indemnify, defend and hold harmless StumbleUpon and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any third party claims, suits or proceedings (collectively “Claims”) arising out of or relating to (i) the content and other material set forth on the Ad; (ii) any content or material to which users can link through the Ad; (iii) relating to a contaminated or fraudulent file, tag, virus, worm or Trojan horse originating from the Ad; and (iv) the material breach by Advertiser of any duty, representation or warranty made herein. Such Claims include but are not limited to Claims for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation in connection with Advertiser’s Ad.
b) WARRANTY DISCLAIMER: STUMBLEUPON DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OF ANY AD OR CAMPAIGN, ITS TOOLBAR, WEBSITE, MOBILE APPLICATIONS OR ANY SERVICES PROVIDED. STUMBLEUPON SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c) LIMITATION OF LIABILITY: STUMBLEUPON WILL NOT BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR (A) ANY FAILURE OR ABILITY TO ACCESS ALL OR ANY PART OF THE STUMBLEUPON NETWORK DUE TO SYSTEMS FAILURES OR OTHER TECHNOLOGICAL FAILURES; (B) DELAYS IN DELIVERY AND/OR NON-DELIVERY OF AN AD; OR (C) ERRORS IN CONTENT OR OMISSIONS IN ANY AD. STUMBLEUPON SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFITS, INCOME OR GOODWILL OR ANY DAMAGES UNDER THIS AGREEMENT THAT EXCEED THE AMOUNT PAID BY ADVERTISER TO STUMBLEUPON.
a) Other Important Provisions: This Agreement, including all links, which are incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither StumbleUpon nor Advertiser shall hold itself out as the agent of the other, except for as specified in this Agreement. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement.
b) Public Release: No press releases or general public announcements shall be made without the mutual consent of StumbleUpon and Advertiser, except that both parties may refer to its relationship with the other for marketing and promotional purposes.
d) Assignment: Advertiser may not assign this Agreement, in whole or in part, without written consent from StumbleUpon. Any attempt to assign this Agreement without such consent will be null and void.
e) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. Each party to this Agreement irrevocably consents to the exclusive jurisdiction of the state and federal courts of San Francisco County, California.