Terms and Conditions

TERMS OF SERVICE AND CONDITIONS OF USE


FOR


Launch.Ad




THE FOLLOWING “TERMS OF SERVICE AND CONDITIONS OF USE” (“Agreement”)GOVERN YOUR USE OF THE WEBSITE Launch.Ad (“Site”) MADE AVAILABLE BY Launch.Ad, a California Limited Liability Company, (“Launch.Ad”), AND ANY RELATED SERVICES. USE OF THIS WEBSITE REQUIRES CONSIDERATION FOR, AND AS A CONDITION OF ALLOWING YOU TO VIEW OR REGISTER FOR THIS WEBSITE, YOUR HAVING READ AND ACCEPTED THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY VIEWING, VISITING, USING, REGISTERING, OR INTERACTING WITH THIS WEBSITE, YOU ACCEPT THE TERMS OF THE AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE REGISTRATION PROCESS WILL NOT CONTINUE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS AND THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) YEARS OF AGE.


1. INTRODUCTION.


This Agreement contains terms and conditions that apply to any individual or entity, and its participation as a Publisher or Advertiser in Launch.Ad Publisher Network (“Network”), through its Site or other service. By applying or participating in any Network-related marketing opportunities with Launch.Ad you agree to be bound by this Agreement, the Privacy Policy, Insertion Order, and all applicable laws. This Agreement supplements any agreement you may have previously executed with Launch.Ad, and to the extent that any terms and conditions set forth in this Agreement conflict with those set forth in any prior agreements, this Agreement shall supersede and the conflicting term(s) will have no force or effect.


2. DEFINITIONS.


The definitions that follow apply to this Agreement:


“Advertiser” means the person, company, or legal entity that, by virtue of entering into this Agreement, will pay a commission for sales, leads, clicks, or other measurable actions by a visitor. Advertiser agrees to use Launch.Ad to facilitate the relationship between Advertiser and Publisher as well as track, report, and issue any commissions or payment.


“Agreement” means the Terms of Service and Conditions of Use, Privacy Policy, and any other Agreement that does not conflict with the terms of this Agreement, all in their current form and as amended by Launch.Ad.


“Authorized User” means an individual or the partners, members, employees, temporary employees, and contractors of an organization that is eligible, registered, and has been approved to use the Site and/or Network. Authorized Users are required to provide their full legal name, a valid email address, and any other information that is requested by the Site or Network.


“Campaign” means an offer or event that pays a commission when its terms are fulfilled.


“Materials” means anything associated with the Advertiser or Publisher site including, but not limited to, the content, layout, imagery, domain name, business name or trade name, code, or any other term commonly accepted within the industry.


“Network” shall mean the Launch.Ad Site and/or program through which various advertising services, offers, or campaigns may be posted by Launch.Ad or Advertisers, and which an approved Publisher will receive payment or commission when the campaign terms are fulfilled via the completion of a legitimate event.


“Publisher” means the person, company or legal entity that has agreed to promote a product, service, or website through the Network. Publisher agrees that Launch.Ad shall facilitate the relationship between Advertiser and Publisher as well as track, report, and issue any commissions or payment.


“You” means the individual, company, or legal entity that is registering with Launch.Ad, including, without limitation, any partners, members, employees, temporary employees, and contractors of the approved individual or company.



3. REGISTRATION AND USE.


3.1 Eligibility. To be eligible to participate in the Network, each applicant must be at least eighteen (18) years of age, supply a valid Social Security or Federal Tax ID number or other acceptable identification (in Launch.Ad sole discretion), and accept the terms of the Agreement. In addition, your site must meet, and once approved continue to maintain, the following criteria:



  1. Sites must be content based and not simply a list of links or advertisements;

  2. Sites must not be designed, advertised, manipulated, or centered around solely earning money from the Network or Advertiser(s);

  3. Have a top level domain;

  4. Be written in English and contain only English language content, unless otherwise approved in writing by Launch.Ad; and

  5. Cannot require users to click on ads prior to entering a site, or provide incentives of any nature to encourage or require users to click on ads, unless authorized in writing by Launch.Ad.


Launch.Ad reserves the absolute right to determine eligibility and to refuse, in its sole discretion, to Publisher with any Publisher or Advertiser.Launch.Ad may reject any application and/or terminate any offer and/or the participation of Publisher or Advertiser in the Network at any time and for any reason.Launch.Ad may also reject or terminate participation in the Network (in its sole discretion) if you or your site and its material promotes, advocates, facilitates, links to or otherwise includes, but is not limited to, any of the following:


a. Materials that are sexually explicit or that can be construed as obscene or pornographic;


b. Violence, terrorism, profanity, racial, bigotry, hatred, or otherwise objectionable content;


c. Illegal substances or activities;


d.Warez, cracking, phishing, phreaking, or other similar activity;


e. Material or websites that contain viruses or any other computer code, file, or program that is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device;


f.Violates any federal, state or local law (including rules promulgated by the FTC or related authority);


g. Use of spyware, adware, or programs designed to send unsolicited advertisements;


h.Any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;


i. Investment, money-making opportunities or advice not permitted under foreign, federal or state law;


j. Material that defames, abuses, is libelous, is tortious or threatens physical harm to others;


k. Material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person;


l. Material that impersonates any person or entity;


m.Material that violates any intellectual property rights of Network or Advertiser;


n. Material that infringes upon the intellectual property rights of any third party;


o. Represents themselves as being endorsed by the Network or Advertiser, without specific written approval prior to making such representation;


p.Misrepresent themselves as being endorsed by the Network or Advertiser by using imagery or content that is confusingly similar;


q. Content which is inappropriate or harmful to children;


r. Any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;


s. Does not clearly state an online privacy policy for its visitors;


t. Are unable to direct a reasonable amount of traffic to meet the terms of the Campaign;


u. Are under construction;


v. Gambling, contests, lotteries, raffles, or sweepstakes, unless approved in writing by Launch.Ad;


w. Require a login and password to access the site, unless approved in writing by Launch.Ad;


x. Any material that violates the CAN-SPAM Act of 2003, as amended ("CAN-SPAM");


y. Contain spawning process pop-ups or exit pop-ups, ghost pixel firings; or


z.Any additional material that is deemed unsuitable as determined by Launch.Ad at its sole discretion.


3.2 Registration. In order to use the Site or Network you must be an Authorized User.To be an Authorized User, you will need to create an account to participate or secure additional benefits from the Network.In doing so, you agree that you will provide, maintain, and update true, accurate, current, and complete information about yourself as prompted by the registration process. Information that you may required to provide includes, but may not be limited to: contact information, consisting of legal name, date of birth, social security or federal tax id number, email address, and other information as supplemented.


In providing this information you agree that it is true and accurate, and that you, or your username, is not impersonating any person, entity, or company or misrepresents your identity or affiliation with any other person or entity, including using another person’s username, password or other information. This includes any image, name, likeness, voice, photograph, or mark that is the same or confusingly similar to any trademarked name.In addition, you agree to not register or use any username or provide identifiable information that is offensive in any way.


3.3 Accepted Use. By becoming an Authorized User you represent that your site complies with, and therefore will continue to comply with for the duration of this agreement, all of the provisions of this agreement and does not violate the rights of any person or any duty owed to any other party, and that it does not contain any of the content listed in Section 3.1 of this Agreement. You also agree that you will be solely responsible for the operation of your site, and the accuracy and appropriateness of materials posted on the site.


3.4 Unauthorized Use.


(a) As an Authorized User you agree to notify Launch.Ad immediately of any unauthorized possession, use, or knowledge of any component of the Site or Network to which Authorized User is given access under this Agreement and of other information made available to the Authorized User under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. You will promptly furnish full details of such possession, use or knowledge to Launch.Ad, and will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with Launch.Ad, at your expense, in any litigation against third parties deemed necessary by Launch.Ad to protect its proprietary rights. Your compliance with this Section shall not be construed in any way as a waiver of any right by Launch.Ad to recover damages or obtain other relief against you for any act or omission which may have resulted in the unauthorized possession, use or disclosure.


(b) Launch.Ad agrees to notify you immediately of any unauthorized possession, use, or knowledge of any of your data furnished to Launch.Ad by you or otherwise accessible by you under this Agreement and of other information made available to you under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. Launch.Ad will promptly furnish full details of such possession, use or knowledge to you, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with you, at your expense, in any litigation against third parties deemed necessary by you to protect your proprietary rights.


3.5Fraud. Launch.Ad reserves the right, in its sole discretion, to determine whether any Authorized User has utilized a fraudulent method to artificially/fraudulently inflate the volume of impressions, amount of clicks, or any other method that is intended to misrepresent or deceive any person.Prohibited methods of obtaining clicks, or generating events, include, but are not limited to: frames, robots, scripts, spyware, redirects, ghost pixel firing, pop-ups, display of merchant window that isn’t result of direct click, any SPAM method, or any other technique of generating automatic or fraudulent click throughs’ and/or impressions. Launch.Ad regularly monitors accounts, and will flag accounts that:


a. Have click-through rates much higher than industry averages and where solid justification is not evident;


b. Have ONLY click programs generating clicks where there is no indication by site traffic that it can sustain the clicks report;


c.Have shown fraudulent leads as determined by Launch.Ad; and


d. Use fake redirects, automated software, ghost pixel fires, and/or fraud to generate clicks or leads.


If your account is suspected of, terminated or suspended for any fraudulent activity it is your burden of proof, based on clear and convincing evidence, to show that you were not engaged in fraud. Any commissions due will be held by the Network until resolution of the matter.


4. TERM AND TERMINATION.


4.1 Term. The term of this Agreement shall commence upon the date of acceptance of this Agreement and shall remain in effect throughout the duration of your registration, participation, or use until terminated.


4.2 Termination. Launch.Ad may terminate this Agreement immediately and without prior notice in the event of: (1) violation(s) of any provision of this Agreement, including the Privacy Agreement and other relevant documents, as may be amended; (2) use of the Site or Network in a way that Launch.Ad reasonably believes is a violation of law, may result in serious injury or damage to any party or any non-party; (3) dissolution or insolvency of any party to this agreement. In the event of termination, you will be notified by Launch.Ad via email or mail at the last known address listed with Launch.Ad. Once terminated, you will immediately cease representing yourself as being an Advertiser or Publisher with the Site and/or Network.


This Agreement and the rights provided hereunder may be terminated by you at any time, and for any reason, with fifteen (15) days written notice to Launch.Ad. Notice of termination must be submitted in writing and sent to Launch.Ad at its principal business address. The written notice must include your name, Network Identification number or username, address, and your signature.


4.3 Effect of Termination. Once terminated, you will cease use of the Network, remove any offers, content, links, or materials provided by or on behalf of the Advertiser pursuant to this Agreement or in connection with the Network. Once terminated you will lose all rights as an Authorized User, including the right to provide any services or offers or receive future commissions, bonuses or other income resulting from the date of termination.However, all legitimate commissions or payments due to Publisher which accrue prior to termination shall survive any expiration or termination of this Agreement. Launch.Ad reserves the right, in its sole discretion, to determine legitimate commissions and/or determine whether you have committed fraud in connection with any Campaign. In such instance, any commissions due will become VOID, and Launch.Ad may recover from you any corresponding fraudulent commissions from your account that were previously paid.


5.OWNERSHIP AND LICENSES.


5.1 Rights. Once approved, an Authorized User is granted a non-exclusive, limited, revocable, and non-transferrable license to use the materials provided by the Advertiser or Network. This includes, but is not limited to, the content, organization, graphics, design, compilation, data, or other information provided by the Advertiser or Network. You agree that all materials remain the sole property of Advertiser or Network, and agree to use the materials provided subject to this agreement. Furthermore, you agree that you do not have any right or claim to any intellectual property or derivative work within the meaning of the definition set forth in Section 101 of the U.S. Copyright Act, and any such work that is created is assigned to the proper party.


5.2 Customer Data. Any customer data that is collected or generated through use or participation in the Network shall be deemed confidential information and become wholly owned by Launch.Ad. Any information directly or indirectly obtained in connection with your use or participation will be considered proprietary to and owned by Launch.Ad. In addition, you further agree that:


a. You will be responsible for the accuracy and legality of any data provided;


b.Any information obtained is confidential;


c.You will not use any information on your own behalf;


d.You will not reproduce, disseminate, sell, distribute, or otherwise commercially exploit any customer data in any manner;


e.Information is private and will not be publicly displayed; and


f.You will immediately notify Launch.Ad if you suspect customer information has been compromised in any way, and will provide assistance to Launch.Ad in determining and investigating such unauthorized use or disclosure.


5.3 Non-Disclosure; Breach. You acknowledge that all of the terms of this Agreement, including without limitation, the intellectual property, customer data, and any payment schedules, are considered confidential and proprietary by Launch.Ad, and are to be held in confidence by you and your employees and agents in accordance with this Agreement. These non-disclosure requirements will survive the termination of this Agreement.


5.4 Infringement Claim. In the event of a claim that your use or participation with the Network, in accordance with the terms of this Agreement, infringes any proprietary right of any third party, Launch.Ad shall have the option, in its sole discretion, to: (a) if possible obtain the right to continue using the infringing item, (b) replace the infringing item or modify it so that it becomes noninfringing, or (c) terminate your participation and rights granted herein.


5.5 Notice.You shall promptly notify Launch.Ad in the event of the threat or initiation of any claim, demand, action or proceeding to which any infringement claim set forth above may apply and shall assist Launch.Ad, at its request, and in your sole expense, in the defense or settlement of the matter.


5.6 Non-liability. Launch.Ad shall not be liable for any alleged infringement, including that which is based upon modification of any related materials provided by Advertisers, or Launch.Ad or use of the Site or Network in combination with other products or services, even if such claim would have been avoided but for such modification or combination.


6. PUBLISHER REPRESENTATION AND WARRANTIES.


6.1 Representations by Publisher. By virtue of having read and accepted the term of service and conditions of use, you hereby warrant to Launch.Ad as follows:


a. All the information provided in your application to participate in the Network, and all information provided hereafter, is true, correct, and complete;


b. You have the full right and capacity to enter into this agreement, and are eligible to do so, as determined by the terms of this Agreement and in Launch.Ad sole discretion;


c. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby;


d. You will remain in compliance with all relevant foreign, federal, state, ordinances, regulations, orders, licenses, permits, judgments, decisions, local laws, and other requirements of any governmental authority that has jurisdiction over it; whether those laws are now in effect or come into effect during the time of your use or participation in the Network;


e. You will continue to abide by the terms and standards of eligibility found in Section 3.1 as if fully set forth herein;


f. You will not send any unsolicited email, or otherwise violate any provisions of the CAN-SPAM act;


g. You will remain in compliance with any applicable policies or rules of Launch.Ad and/or Advertiser;


h. You will not post any specific messages to newsgroups, chat rooms, bulletin boards, or internet forums (e.g. digitalpoint, sitepoint, etc.) unless expressly approved in writing from Launch.Ad and/or Advertiser prior to doing so;


i. You are not, nor are You acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation;


j. You acknowledge and agree that you are solely responsible for payment of any advertising, design, hardware, promotion, software, hosting, development, applicable fees, operation or maintenance of your website(s), databases, or any e-mails and for any and all other materials for campaigns through your acceptance of these terms and use of the Network;


k. You have the legal right to use all content, copyrighted material, products and/or services displayed on any of your websites, emails, or databases;


l. You will not attempt to alter, conceal, manipulate, or otherwise render inoperable or ineffective any portion of the Site, Network, or material provided by Advertiser, including site tags, source codes, links, pixels, modules or other data provided by or obtained from Launch.Ad and/or Advertiser that allows for the measurement of ad performance and provide service;


m. Acknowledge and accept that Launch.Ad does not make any representations, warranties, or any specific or implied promise as to the successful outcome of your use or participation in the Site and/or Network;


n. You agree to display the materials provided for, and which are applicable to, the campaign, offer, or event exactly as it appears on the Site and/or Network and you will not alter any content/materials that has been submitted to the Site;


o. In the event of any suspected or actual fraud, you will be responsible for all associated attorneys’ fees and costs resulting from any fraudulent activities;


p. You agree that if any errors or undesirable results occur in connection with recording, calculating, or actual payment of any associated commissions, due to no fault of Launch.Ad, that Launch.Ad will not be responsible for any associated losses.


6. LIMITATIONS ON LIABILITY; DISCLAIMER OF WARRANTY.


THE SITE, NETWORK, OR OTHER OPERATION OF Launch.Ad (COLLECTIVELY “Launch.Ad”), ITS USE AND THE RESULTS OF SUCH USE IS PROVIDED ON AN “AS IS” BASIS.Launch.Ad MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE NETWORK, SITE, OR ANY OF THE PRODUCTS OR SERVICES SOLD THROUGH THE NETWORK, AND IN NO EVENT SHALL Launch.Ad, ITS RESELLERS, OR ADVERTISERS BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATED TO YOUR USE OF THE NETWORK, SITE, DATA, ADVERTISERS' UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY MATERIAL, CONTENT OR OFFERS ON OR THROUGH YOUR WEBSITES AND/OR E-MAILS AND/OR ANY OTHER INTELLECTUAL PROPERTY INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES EXCEPT WHERE PROHIBITED BY VIRTUE OF LAW, EVEN IF Launch.Ad OR ADVERTISER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


THE SITE AND NETWORK, ALONG WITH ANY MATERIALS, CAMPAIGNS, OFFERS, PROGRAMS, DATA, ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES, INFORMATION AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, NETWORK, SERVICE, OR RELATED CAMPAIGNS, OFFERS, PROGRAMS, SITE, DATA AND/OR ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Launch.Ad AND/OR ADVERTISER HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER'S USE OF, OR INABILITY TO USE, THE SITE, SERVICE, MATERIALS, OFFERS, PROGRAMS, DATA AND/OR ADVERTISERS UNDERLYING PRODUCTS OR SERVICES AND Launch.Ad DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER'S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES INVOLVED, INCLUDING PUBLISHER, ADVERTISER, AND Launch.Ad. PUBLISHER AGREES AND ACCEPTS THAT ADVERTISERS' UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT THE LIMITATIONS SET FORTH. Launch.Ad MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, NETWORK, MATERIALS, OFFERS, DATA AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM Launch.Ad OR ADVERTISER, THROUGH THE SITE, NETWORK, CAMPAIGN, OFFERS, DATA AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION(S) MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Launch.Ad AND/OR ADVERTISERS LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMISSIBLE BY LAW. THIS SECTION WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.


7.PAYMENT.


7.1 Commission Fees. Publisher will receive commission(s) that are payable for the occurrence of specific events, as outlined in the terms and requirements of each Campaign. All parties to this Agreement understand and agree that payment will be owed based on the commission structure offered by the Advertiser or Launch.Ad. You further accept that Launch.Ad will not pay for any events that were generated or occur prior to a Campaign being initiated, or after a Campaign terminates, or that were not legitimately earned based on the provisions of this Agreement. In the event of fraud after Launch.Ad remit payment to Publisher, Launch.Ad will deduct the fraud and/or charge back amount in the next payment made to the Publisher.


7.2 Payment Terms. You agree that all payments will be owed on terms of a schedule of thirty (30) days after the last day of a given calendar month for all the events actually accrued during that month. All accounts will be paid in U.S. Dollars ($US) only. No payments will be issued for any amounts less than $20.00 U.S. Dollars. Any legitimate commissions earned that, in the aggregate, are less than $20.00 will be rolled over to the following months billing cycle until the minimum payment threshold is met.Every Publisher must be an approved as an Authorized User and have a unique, valid taxpayer identification number, social security number, or other identification that has been previously approved by Launch.Ad and is still valid, as well as a completed W9 form for residents of the United States or a completed W8 form for any Publisher outside of the United States. These forms must be on file with Launch.Ad before payment will be issued.


By accepting the terms and conditions of this agreement you acknowledge that Launch.Ad will facilitate payment by disbursing the earned portion of the lump sum aggregate payments to individual Publishers only upon receipt of payment from Advertiser. In the event that Launch.Ad fails to receive payment due from Advertiser it shall have no obligation to pay Publisher. Although Launch.Ad will do its best efforts (in its sole discretion) to notify Publisher of the failure to pay by the Advertiser, it will not be responsible for any expenses incurred in doing so.


It is your responsibility to ensure that the Site and/or Network has the correct contact and payment information associated with your account. Launch.Ad will not be responsible for any returned, canceled payment and/or bank fees due to any error in Publisher contact or payment information, and any such return fees shall be deducted from the Publisher account balance. For all United States Publishers, your payment must be cashed/deposited in a United States Bank. Any violation will result in account suspension or termination.


8. INDEMNIFICATION.


You agree to fully defend, indemnify, and hold Launch.Ad, its subsidiaries, Advertisers, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, threats, allegations, liabilities, costs, taxes, and expenses (including reasonable attorneys’ fees and costs) by third parties arising out of, or related to your use or participation in, the Site and/or Network, including, but not limited to: (1) your violation of this Agreement; (2) your improper use of the Site/Network; (3) allegations concerning intellectual property infringement; (4) breach of any of your warranties, representations, obligations or covenants; (5) any claim that Launch.Ad or Advertiser is obligated to pay taxes in connection with payment made to you. Without limiting the foregoing, you agree to not settle any claim without Launch.Ad’s consent, which consent may be provided in Launch.Ad’s sole discretion.In addition, you agree to be fully responsible for any and all taxes, whether state or local, and related fees, costs, transaction fees, and penalties incurred by Launch.Ad and/or any of its Advertisers.


9. ASSIGNMENT.


You may not sell, assign, or otherwise transfer this Agreement and the rights enumerated through it, without the prior written consent of Launch.Ad. Any party assigned must be eligible and complete the application process before becoming a respective successor or assigns. Furthermore, before any sale, transfer, or assignment can be finalized, any debt obligations owed to Launch.Ad by the party wishing to assign must be satisfied in full.


10. DISPUTES, JURISDICTION, AND ARBITRATION.


10.1 Disputes Generally. The Agreement, and any disputes related to it, will be construed and governed by the laws of the State of California, without regard to its conflict of laws principles. The parties hereby undertake to use good faith efforts to settle all disputes arising under this Agreement. Failing settlement, all disputes, including without limitation claims of breach of contract, fraud in the inducement and negligence, shall be referred to binding arbitration in Los Angeles, California in accordance with the Commercial Rules of Arbitration of the American Arbitration Association.


10.2 Arbitrator. The parties shall use their best efforts to appoint an arbitrator who is knowledgeable in computer technology within seven (7) days after receipt by one party of the other party's notice of intention to arbitrate. If the parties are unable to agree on a single arbitrator within such period, either party may request appointment of an arbitrator by the American Arbitration Association, and the arbitrator so appointed shall be the sole arbitrator.The decision of the arbitrator shall be final and may be enforced in any court of competent jurisdiction.


10.3 Expense of Arbitration. The prevailing party in any proceeding shall be reimbursed by the other party for all expenses incurred in connection with arbitration, including but not limited to reasonable attorneys' fees and costs.


11. GENERAL TERMS.


11.1 Modification. Your continued use of the Site and/or Network must be in full accordance with this Agreement and any modifications to it by Launch.Ad. Launch.Ad reserves the right to make changes to the Site, the Network, and the terms and conditions of this Agreement at any time. Your continued use after any such modification shall constitute your consent to such modification In the event you no longer agree with any modifications, you will immediately cease to be an Authorized User and you must notify Launch.Ad immediately of this desire, upon which your account, and any such rights thereunder, will be terminated.


11.2 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


11.3 Relationship of Parties. Launch.Ad, Advertiser, and Publisher will be and shall act as independent contractors, and no party is authorized to act as or shall be an agent or partner of, or joint venturer with, the other party for any purpose. Neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.


11.4 Notices. All notices shall be in writing and shall be deemed to be delivered when deposited in the United States registered mail, postage prepaid, return receipt requested, or when sent by facsimile transmission promptly confirmed by return transmission. Any notice from Launch.Ad to Publisher or Advertiser may include all electronic mail to the primary contact email address is deemed an acceptable means of notification. All notices by other parties shall be directed to Launch.Ad at the respective addresses set forth below or to such other address as it may, from time to time, designate by notice to the other party.


11.5 Injunctive Relief. In the event that (a) you or any of your members or guests attempts or threatens to use, copy, license, or convey the items supplied by, or through, the Site or Network hereunder in a manner contrary to the terms of this Agreement, or (b) either party attempts or threatens to violate its obligations, the aggrieved party shall have, in addition to any other remedies available to it, the right to injunctive relief. Each party hereby acknowledges that other remedies at law are inadequate in the circumstances set forth herein.


11.6 Governing Law. This Agreement, and any and all tort claims that may arise in connection with the Site, Network, or Agreement and any related services, will be governed by the substantive laws of the State of California, County of Los Angeles.


11.7 Force Majeure. Except for any failure to make required payments neither party shall be liable for any damages or penalty for any delay in performance of, failure to perform, or any performance of an obligation hereunder or for the failure to give notice when such delay or failure is due on account of interruptions to telecommunications, internet, or network failure; computer hacking or denial of service attacks, elements of God, government regulation or deregulation, political instability, labor conditions, acts of war, acts of terrorism, natural disasters, or any other cause which is beyond the reasonable control of the party; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.


11.8 Non-Waivers. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default.


11.9 Survival. The respective rights and obligations of the parties shall survive the termination of this Agreement.


11.10 Entire Agreement. The parties acknowledge that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof, and that this Agreement supersedes any and all prior and contemporaneous communications, whether oral or written. The parties agree that Launch.Ad may amend or modify this Agreement as provided for in Section 11.1.


11.11 Nonsolicitation. During the term of this Agreement, and for a period of three (3) months after termination of this Agreement for any reason, Advertiser or Publisher will not, without the prior written consent of Launch.Ad, engage, or offer to employ, solicit, or otherwise engage, any client, customers, independent contractors, parties to this Agreement, or employees of Launch.Ad.


11.12 Non-Disparagement. Launch.Ad, the Site, and the Network value constructive criticisms and comments of Publishers. All comments should be submitted by email to Launch.Ad. While Launch.Ad welcomes constructive input, any negative comments and remarks made by Publisher about Launch.Ad, its Site, the Network, or Commission Fee schedule serve no purpose other than to demean, disparage, and negatively influence the goodwill and reputation of Launch.Ad. Therefore, Publishers must not disparage, demean or make any negative remarks about Launch.Ad, other Publishers in the Network, products and services offered, the fee schedule, or any director, officer or employee of Launch.Ad.


11.13 Non-Circumvent. Publisher acknowledges and agrees that it shall not, directly or indirectly, enter into any business relationship or contract with an Advertiser of Launch.Ad associated with the network, nor shall Publisher solicit or assist any other person to solicit any person, business or entity to withdraw, curtail or cancel its business dealings with Launch.Ad. Publisher shall not commit any other act or assist others to commit any other act which might in any fashion injure the business of Launch.Ad.


11.14 Compliance and Audit. Upon request from Launch.Ad, Publisher or Advertiser will certify and warrant that it is in compliance with this Agreement and any and all other terms and conditions of the Network. During the term of the Agreement, and for a period of one (1) year thereafter, Launch.Ad will have the right to cause a reasonable audit and/or inspection to be made of Publisher or Advertisers applicable records and facilities in order to verify the certification of compliance with all terms and conditions. Such audit will take place by Launch.Ad or independent professionals selected by Launch.Ad. If such audit reveals that you have breached this Agreement, made a false or incomplete certification of compliance, or taken any improper action to generate commissions or other benefit to you, then in addition to promptly refunding any payment or other benefits received, as well as the costs and expenses incurred by Launch.Ad in conducting the audit, including but not limited to, any amounts paid to any independent professional or attorney.


11.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall be taken together and constitute one and the same instrument.