Affiliate Advertising Terms and Conditions
THESE TERMS AND CONDITIONS SHALL GOVERN THE RELATIONSHIP BETWEEN HOUSES.COM AND THE ADVERTISER FOR ALL OF THE CAMPAIGNS IDENTIFIED ON THE INSERTION ORDER AND FOR ALL FUTURE CAMPAIGNS ENTERED INTO BETWEEN THE PARTIES UNLESS SUCH FUTURE CAMPAIGNS ARE ACCOMPANIED BY A NEW FULLY EXECUTED INSERTION ORDER.
1. In connection with the fulfillment of the terms of the Affiliate Advertising Insertion Orders (the “Agreement”) which terms are further subject to these Terms and Conditions, each party grants to the other party a limited license to utilize only that intellectual property which must necessarily be used to complete the terms of the Agreement only.
2. Houses.com represents that it owns or is licensed to use the entire contents of the subject matter contained in its website. Further, the website does not violate any law or regulation governing false or deceptive advertising or any consumer protection laws. Finally, Houses.com represents that to the best of its knowledge, the website does not infringe upon any third party’s rights to any patent, trademark or copyright.
3. A valid lead is a lead that has all of the required terms as set forth by the Agreement with the Advertiser, which may include (1) first name, (2) last name, (3) email address, (4) telephone number, (5) city, (6) state; and (7) zip code, plus other reasonable terms agreed to between Houses.com and the Advertiser. Houses.com does not guarantee performance of any lead, and the lack of performance shall not serve as a basis to invalidate an otherwise valid lead.
4. A lead is invalid if it is missing any of the agreed upon and required criteria listed in the Agreement or elsewhere. A lead is also invalid if the same lead has been given to the Advertiser in duplicate by Houses.com during the prior fourteen (14) day period. Leads provided with invalid or false information, or leads generated from any fraudulent means (for example, the name given is “Donald Duck” or “test” or the name is acquired by a bot or computer program with no live end user) are invalid.
5. Houses.com will provide the leads to the Advertiser in the format specified by the Advertiser. The Advertiser shall specify the format within three days of the execution of the Agreement.
6. If required, the Advertiser shall provide Houses.com with all the copy for placement of the Advertisement and Advertiser must present placement of the Advertisement through a test lead for approval prior to launch. Houses.com may modify the copy for purposes of sizing and placement only, with any changes to the graphics or wording being made only with permission of the Advertiser.
7. Advertiser agrees to pay Houses.com for all valid leads NET 15 days of Advertiser’s receipt of an invoice from Houses.com. If Advertiser disputes the validity of leads, Advertiser shall provide a list of invalid leads to Houses.com within 5 days of the receipt of such contested leads as a condition precedent to any entitlement to receipt of a credit from Houses.com. Houses.com shall not provide Credit to Advertiser, and Advertiser shall not request Credit for, Invalid Leads that exceed 15% of the total number of Leads Houses.com provides Advertiser. At the end of the month in which a campaign has run, and by no later than the fifth day of the following month, Advertiser shall provide Houses.com with a report showing the total number of leads, number of invalid leads per the contract terms, number of accepted leads, and the amount Advertiser agrees that Advertiser owes per the Agreement.
8. Advertiser may cancel this Agreement by giving notice of cancellation to the Houses.com contact representative named in the Agreement, in writing, asking for termination of the Order. Advertiser must also place a call to the same representative informing them that the written notice has been sent and by what means it was delivered.
Houses.com shall have 72 hours to turn off a campaign. Advertiser agrees to pay for all valid leads generated through the 72nd hour after receipt of a notice of termination. Houses.com may cancel the contract upon 72 hours notice for any reason whatsoever, or for no reason at all. In the event of cancellation, Advertiser’s obligation to pay for leads and for Houses.com’s right to collect for services rendered through the effective date of cancellation shall survive the termination of the Agreement.
9. Advertiser and its affiliates, agents, employees, representatives, independent contractors, subcontractors, contractors, etc., represent and agree that all of them shall comply, in all material respects, with all applicable local, state and federal laws, ordinances, rules and regulations (including, but not limited to, the CAN-SPAM Act, the Telemarketing Sales Rule, telemarketing, privacy, gambling, lottery, game promotions, contests, sweepstakes, giveaways and prizes, and all other laws of the United Sates).
11. Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and shareholders against any and all claims, losses liabilities, damages, penalties, fines, forfeitures, judgments and any other fees, costs and expenses, including attorney’s fees and related costs, resulting from the other party’s breach of any term of the Agreement.
12. The Agreement is confidential. The relationship between Houses.com and Advertiser is confidential. The information created for, created by and/or released between the parties in connection with the execution of the Agreement by either party is confidential. Both Houses.com and Advertiser agree to keep all of this confidential information between themselves and further agree not to disclose it to any third party.
13. Notwithstanding anything herein to the contrary contained in the Agreement, the parties to the Agreement each waive, to the fullest extent permitted by law, all claims against the other party for lost profits or earnings or other indirect or consequential damages otherwise recoverable under applicable laws arising in connection with this Agreement or the services to be provided under this Agreement. NO PARTY WILL BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (B) COMMERCIAL LOSS OF ANY KIND, INCLUDING LOSS OF BUSINESS OR PROFITS, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. The Advertiser agrees that Houses.com assumes no liability for the Advertiser’s terms and conditions, privacy policies, materials, advertising content, listing content, or errors or omissions in makeup, printing, or design of Advertiser’s websites or for the same such errors and defects and violations of law in Advertiser’s electronic mail transmittal, publication or non-publication, or failure to electronically transmit any regulated email. The parties acknowledge that data entry, communication and storage are subject to a possibility of human and machine errors, omissions, delays, losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Neither party hereto undertakes any liability to the other for any such errors, omissions, delays or losses.
15. In any dispute to enforce or interpret the terms of the Agreement, the prevailing party shall be entitled to recover a reasonable attorney’s fees (trial & appellate) from the non-prevailing party. Past due accounts shall accrue interest at 18% per annum. This Agreement shall be governed by, construed and interpreted according to the laws of State of Florida. Any civil action or legal proceeding arising out of or relating to the Agreement shall be brought in the State Courts of Miami-Dade County, Florida and each party irrevocably consents to the jurisdiction of such Florida court in any such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Florida court. The total aggregate liability of any party to the Agreement and any Insertion Order incorporated by reference herein or therein shall not exceed any and all sums paid or due to Houses.com.