Publisher Terms of Service
PLEASE READ VERY CAREFULLY THESE TERMS OF SERVICE BEFORE REGISTERING FOR THE LAT49 PUBLISHER PROGRAM.
PARTICIPATION IN THE LAT49 PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS OF SERVICE. IF YOU
DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE LAT49 PUBLISHER
PROGRAM.
INTRODUCTION
The agreement ("Agreement") between you and Lat49 Media Inc. ("Lat49") consists of this Lat 49
Publisher Program (the "Program") Standard Terms of Service ("TOS"). A description of the Program as
generally offered by Lat49, is available at this site
Lat49.com or such other URL as Lat49 may provide
from time to time. Lat49 may update the TOS from time to time without notice to you. You can review
the most current version of the TOS at any time at
http://Lat49.com/docs/publishertos.php.
Please note that Lat49 may offer other Programs that are governed by different Terms of Service.
PROGRAM PARTICIPATION
Program participation is subject to Lat49 prior approval and your continued compliance with these Terms
of Service, with the Lat49 Content Policies ("Content Policies") located at
http://Lat49.com/docs/contentpolicy.php
and other policies that Lat49 may provide from time to time. Lat49 reserves the right to refuse to accept
you into the Program for any reason. By enrolling in the Program you agree that Lat49 may serve third
party and/or Lat49 provided advertisements (such Lat49-served advertisements, collectively, "Ads") and/or
Lat49 referral Ads ("Referral Buttons") in connection with the Web site(s) ("Site") you designate.
IMPLEMENTATION AND OPERATION OF ADS AND REFERRALS
You agree to comply with the specifications provided by Lat49 from time to time to enable proper delivery,
display, tracking, and reporting of Ads and Referral Buttons in connection with your Site(s) including,
without limitation, by not modifying the JavaScript or other programming provided to you by Lat49 in any
way, unless expressly authorized in writing by Lat49 (including by electronic mail).
Ads: All Ads shall be displayed to end users of the Site(s) in the
standard formats as offered generally by Lat49 from time to time, as described on
Lat49.com. You acknowledge and agree that:
(i) Ads shall only be displayed in connection with your Site(s), each of which is subject to review and
approval by Lat49 in its discretion at any time; and (ii) Ads shall be subject to the placement guidelines
set forth herein; and (iii) you shall display only one (1) Ad on each site web page at one time.
Referral Buttons: If You have elected to use the Lat49 Referrals feature,
you will implement any Referral Buttons on your Site(s) in accordance with the specifications provided
by Lat49. Each web page that contains a Referral Button must also contain other content related to your
Site. End users who click on a Referral Button will be directed to a Web page hosted by Lat49 ("Referral
Page"), the format, look and feel of which may be modified by Lat49 from time to time. A Referral Event
("Referral Event")
will be initiated when an end user clicks on a Referral Button from the Site and will be completed when the
referral requirements for the relevant Lat49 product are satisfied in accordance with this Agreement. Such
referral requirements, along with the payment amount application to the referral event, are located at
http://Lat49.com/publisher/referrals.php,
or such other URL as Lat49 may provide from time to time. You agree to comply with the specifications provided
by Lat49 from time to time to enable proper tracking and reporting of Referral Events in connection with
your Site.
PROHIBITED USES
You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate
Referral Events, or impressions of, or clicks on any Ad or Referral Button 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
Programs and/or software; (ii) frame, minimize, remove or otherwise
inhibit the full and complete display of any Web page ("Advertiser
Page") accessed by an end user after clicking on any part of an
Ad, or any Referral Page; (iii) redirect an end user away from any
Advertiser Page, or Referral Page; provide a version of the
Advertiser Page, or Referral Page that is different from the page an
end user would access by going directly to the Advertiser Page, or
Referral Page; intersperse any content between the Ad and the
Advertiser Page, or between the Referral Button and the Referral
Page; or otherwise provide anything other than a direct link from an
Ad to an Advertiser Page, or from the Referral Button to the Referral
Page; (iv) directly or indirectly access, launch, and/or activate Ads
or Referral Buttons through or from, or otherwise incorporate the
Ads, or Referral Buttons in, any software application, Web site, or
other means other than your Site, and then only to the extent
expressly permitted by this Agreement; (v) "crawl",
"spider", index or in any non-transitory manner store or
cache information obtained from any Ads or Referral Events, or any
part, copy, or derivative thereto; (vi) act in any way that violates
any Content Policies posted on the Lat49 Web Site, as may be revised
from time to time, or any other agreement between you and Lat49. 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.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local
rules and laws regarding online conduct and acceptable content.
Specifically, you agree to comply with all applicable laws regarding
the transmission of technical data exported from the United States or
the country in which you reside.
INDEMNITY
You agree to indemnify, defend and hold harmless Lat49, its subsidiaries,
affiliates, officers, agents, co-branders and other partners and
employees, from any claim or demand, including, without limitation,
reasonable attorneys' fees, made by any third party due to or arising
out of your use of the Program, your connection to the Program, your
violation of the TOS and your violation of any rights of another.
NO RESALE OF PROGRAM
You agree not to reproduce, duplicate, copy, sell, trade, resell or
exploit for any commercial purposes, any portion of the Program, use
of the Program or access to the Program.
MODIFICATIONS TO THE PROGRAM
Lat49 reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the Program (or any part
thereof) with or without notice. You agree that Lat49 shall not be
liable to you or to any third party for any modification, suspension
or discontinuance of the Program.
TERMINATION
You may stop displaying Ads or Referral Buttons on any Site in the
Program with or without cause at any time by removing the Lat49
JavaScript or similar programming from your Sites. 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
us. This Agreement will be deemed terminated within ten (10) business
days of Lat49's receipt of your notice. Lat49 may investigate any
activity that may violate this Agreement. Lat49 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 Site
in all or part of the Program for any reason.
NO GUARANTEE
Lat49 makes no guarantee regarding the level of impressions of Ads or
clicks on any Ad or Referral Button, the timing of delivery of such
impressions and/or clicks, the completion of Referral Events, or the
amount of any payment to be made to you under this Agreement
PAYMENT
You shall receive a payment related to the number of valid clicks on Ads,
valid impressions of Ads, and/or valid completions of Referral Events
initiated through Referral Buttons displayed in connection with your
Site, in each case as determined by Lat49 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
Lat49 within approximately forty-five (45) days after the end of each
calendar month that Ads or Referral Buttons are running on your Site
if your earned balance is $200 or more. In the event the Agreement is
terminated, Lat49 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 Lat49's receipt
of your written request, including by email, to terminate the
Agreement) or by Lat49. In no event, however, shall Lat49 make
payments for any earned balance less than $10. Notwithstanding the
foregoing, Lat49 shall not be liable for any payment based on: (a)
any amounts which result from invalid Referral Events, or invalid
clicks or impressions on Ads generated by any person, bot, automated
program or similar device, as reasonably determined by Lat49,
including without limitation through any clicks or impressions (i)
originating from your IP addresses or computers under your control
(ii) originating from an IP address that represents five (5) percent
of total clicks and impressions for the payment period (iii)
solicited by payment of money, false representation, or request for
end users to click on Ads, or (iv) 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 Lat49 may deliver; (d) Lat49 advertisements for
its own products and/or services (excluding payments based on
completed Referral Events); or (e) Ads provided free of charge to
advertisers by Lat49 for marketing purposes and public service
announcements (to a maximum of two (2) percent of total impressions)
or (f) Impressions
that are served but are not received due to end user blocking
technology or software (e.g., pop-up blocking software) or (g)
clicks or impressions co-mingled with a significant number of invalid
clicks or impressions described in (a) above, or as a result of any
breach of this Agreement by you for any applicable pay period. Lat49
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 Lat49'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 Site
defaults on payment for such Ads to Lat49. To ensure proper payment,
you are solely responsible for providing and maintaining accurate
contact and payment information associated with your account. Any
bank fees related to returned or cancelled checks due to a contact or
payment information error or omission may be deducted from the newly
issued payment. You agree to pay all applicable taxes or charges
imposed by any government entity in connection with your
participation in the Program. Lat49 may change its pricing and/or
payment structure at any time. If you dispute any payment made under
the Program, you must notify Lat49 in writing within thirty (30) days
of any such payment; failure to so notify Lat49 shall result in the
waiver by you of any claim relating to any such disputed payment.
Payment shall be calculated solely based on records maintained by
Lat49. No other measurements or statistics of any kind shall be
accepted by Lat49 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 Sites managed by you that require separate
payments) unless expressly authorized in writing by Lat49 (including
by electronic mail).
LINKS
The Program may provide, or third parties may provide, links to other
World Wide Web sites or resources. Because Lat49 has no control over
such sites and resources, you acknowledge and agree that Lat49 is not
responsible for the availability of such external sites or resources,
and does not endorse and is not responsible or liable for any
content, advertising, products, or other materials on or available
from such sites or resources. You further acknowledge and agree that
Lat49 shall not be responsible or liable, directly or indirectly, for
any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any such content, goods or Programs
available on or through any such site or resource.
LAT49'S PROPRIETARY RIGHTS
You acknowledge and agree that the Program contains proprietary
information that is protected by applicable intellectual property and
other laws. You further acknowledge and agree that content presented
to you through the Program is protected by copyrights, trademarks,
Program marks, patents or other proprietary rights and laws. Except
as expressly authorized by Lat49, you agree not to modify, rent,
lease, loan, sell, distribute or create derivative works based on the
Program, in whole or in part.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE PROGRAM IS AT
YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS. LAT49 EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LAT49 MAKES NO
WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE
PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii)
THE RESULTS AND/OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE
PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY
PROGRAMS, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE
PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE
PROGRAM WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN
DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL
OR WRITTEN, OBTAINED BY YOU FROM LAT49 OR THROUGH OR FROM THE PROGRAM
SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL
PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO
CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE
USING THE PROGRAM. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY
UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF
PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN
EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE
PROGRAM. IMMEDIATELY DISCONTINUE USE OF THE PROGRAM AND CONSULT YOUR
PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING
THE PROGRAM: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS
OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR
CONVULSIONS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LAT49 SHALL NOT BE LIABLE TO YOU
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES (EVEN IF LAT49 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE
PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND
PROGRAMS RESULTING FROM ANY GOODS, DATA, INFORMATION OR PROGRAMS
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED
INTO THROUGH OR FROM THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT
OF ANY THIRD PARTY ON THE PROGRAM; OR (v) ANY OTHER MATTER RELATING
TO THE PROGRAM.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY
NOT APPLY TO YOU.
CONFIDENTIALITY
You agree not to disclose Lat49 Confidential Information without Lat49's
prior written consent. "Lat49 Confidential Information"
includes without limitation: (i) all Lat49 software, technology,
programming, technical specifications, materials, guidelines and
documentation you learn, develop or obtain that relate to the
Program; (ii) click-through rates or other statistics relating to
Site performance in the Program provided to you by Lat49; and (iii)
any other information designated in writing by Lat49 as
"confidential" or any designation to the same effect.
"Lat49 Confidential Information" does not include
information that has become publicly known through no breach by you
or Lat49, or information that has been (a) independently developed
without access to Lat49 Confidential Information as evidenced in
writing; (b) rightfully received by you from a third party; or (c)
required to be disclosed by law or by a governmental authority.
NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there
shall be no third party beneficiaries to this Agreement.
NOTICE
Lat49 may provide you with notices, including those regarding changes to
the TOS, by either e-mail, regular mail or postings on the PROGRAM.
PROPRIETARY INFORMATION
The Lat49 logo and product and PROGRAM names are the property of Lat49
Media Inc. (the "Lat49 Marks"). Without Lat49's prior
permission, you agree not to display or use the Lat49 Marks in any
manner.
GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and Lat49
governing your use of this Program. You may also be subject to
additional terms and conditions and agreements if you become a member
of the Program.
Choice of Law and Forum. The TOS and the relationship between you and Lat49 shall be governed
by the laws of the Province of British Columbia without regard to its
conflict of law provisions. You and Lat49 agree to submit to the
personal and exclusive jurisdiction of the courts located within the
city of Vancouver, British Columbia, Canada.
Waiver and Severability of Terms. The failure of Lat49 to exercise or enforce any right or provision of
the TOS shall not constitute a waiver of such right or provision. If
any provision of the TOS is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of the TOS
remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any
claim or cause of action arising out of or related to use of the
Program or the TOS must be filed within one (1) year after such claim
or cause of action arose or be forever barred. The section titles in
the TOS are for convenience only and have no legal or contractual
effect.
PATENTS
Lat49 technologies are protected by several patent filings.
VIOLATIONS
Please report any violations of the TOS to:
Lat49 Media Inc.
Attn: Publisher Support,
#208 - 896 Cambie Street Vancouver BC Canada
V6B 2P6
Tel. 1-866-484-4660
support(at)Lat49.com