Join Now - Publisher Sign Up
DigiPath is a Mobile Advertising Network.
Last Name *

Extension

State/Province *

How did you hear about us?
Directly by DigiPath Media
DigiPath Websites
Word of Mouth
Conference or Event
Search
Ad
Social Media
News/Articles
Other
Unknown

Sign up for Our Newsletter

To verify you are human, please enter the text in the image below:

Terms And Conditions

The following are the terms and conditions governing your (hereinafter “Publisher”) relationship with Digital Advertising, LLC also d/b/a DigiPath Media (hereinafter “Company”) and the use of the Company provided marketing materials and services (hereinafter “Company Marketing Materials”). Publisher agrees to use Company Marketing Materials and any additional services offered by Company only in accordance with these Terms and Conditions.  Company reserves the right to make changes to the Company Marketing Materials and Publisher shall use the most recent Company Marketing Materials provided at all times.    

1. Services of Publisher. 

Publisher has been approved by Company to host a link to Company’s server through which Company shall serve third party ads or promote Company Marketing Materials made available by Company on behalf of its clients (the “Advertisers”) subject to the terms and conditions contained herein. 

All Publisher’s websites and affiliated websites (collectively the “Media”) must continually meet the following criteria, at a minimum: (a) Publisher may not offer incentives to users as means to enhance the performance of any Program; (b) Publisher’s websites and posted policies must be fully functional at all levels and in compliance with state and federal rules, regulations and statutes pertaining to internet marketing; (c) Spawning process pop-ups are prohibited; and (d) publisher shall not iframe Company ads; (e) Publisher shall notify consumers of all data transfer from Publisher’s website to Company prior to such transfer and (f) such other criteria as the parties may agree upon from time to time. 

The content of Publisher’s Media shall comply with all applicable laws and regulations (including all laws respecting intellectual property rights).  Publisher represents and warrants that Publisher’s privacy policy permits the collection, use and transfer of data as contemplated hereby. Publisher Website shall not contain or include the following:  (a) Pornographic material, including any material appealing to the prurient interests; (b) Racial, ethnic, political, hate-mongering or otherwise objectionable content; (c) Investment, money-making opportunities or advice not permitted under law; (d) Gratuitous violence or profanity; (e) Material that defames, misrepresents, abuses, or threatens physical harm to others; (f) Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; (g) Software Pirating; (h) Hacking or Phreaking; (i) Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; (j) infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party; (k) Any illegal activity whatsoever.

2. Services and License. 

Company grants Publisher a revocable, non-transferable, non-sublicensable, non-exclusive limited license to use and host Company link to Company server containing Company Advertiser’s marketing materials on its site solely for the purpose of linking to Company’s server pursuant to these Terms and Conditions and the applicable IO.  Company does not grant Publisher any license to host its advertiser’s campaign separate or distinct from the link to Company Server. Publisher acknowledges and agrees that Publisher does not have, nor will it claim any right, title or interest in the proprietary software or link to Company’s server or the marketing materials, software, applications, data, methods of doing business or any elements thereof, or any content provided Company (including the Ads). Publisher will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service.  In addition, Publisher acknowledges that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company.  If instructed to do so by Company and/or if Publisher shall be terminated by Company, Publisher will immediately destroy and discontinue the use of any Company data, including Site Data, and any other material owned by Company or its advertisers. 

3. Links.  Publisher agrees to use the Links in the exact form delivered to Publisher.  Publisher agrees not to modify, alter, delete, or adapt the Links in any manner without Company’s written approval.  Links must be served from Company server.  Publisher shall not take any actions to impede the action of or to disable any such links.  Publisher agrees, if requested by Company, to modify or alter Links or Tracking devices in the manner requested by Company.  Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Company in accordance with the previous sentence.

4. Ownership. Company owns all rights, title, and interest to Company’s proprietary software used to build a customized path to monetize Publisher registration area, Company’s marketing materials, links and user data collected and derived through the activities countenanced pursuant to this Agreement.  Company may choose to imbed certain data mining tools within Links from time to time (“Data Miners”).  Any data derived by any such Data Miner shall be the sole property of Company.  

5. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless: (i) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (iii) any disclosure is made with the consent of the disclosing party.  For the purposes of this Agreement, “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing and payments) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, advertising or know-how, or any information or data developed pursuant to the performance of the services.  Neither party may divulge Confidential Information to a government entity unless and until notice is provided to other non-disclosing party in sufficient time to seek injunctive relief or protective order from the appropriate legal institution.  

6. Non-Solicitation. Publisher agrees that Publisher will not intentionally approach or attempt to engage in a contract with any of Company’s clients (each such client, individually a “Client” and all such clients, collectively “Clients”) directly or indirectly via a Client’s Ad agency, broker or any other person or entity.  Company will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as a Company Client so as to aid Publisher in its efforts to comply with the non-solicitation provisions of this Agreement.  Because Company will be irreparably harmed by Publisher’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct.  Publisher agrees that Company may be entitled to injunctive relief without the necessity of posting bond or required demonstration of failure of monetary damages.  Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to Company.  The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement.

7. Prohibited Media.  Publisher shall at no time, engage in, disseminate, promote or otherwise distribute, Company links or Company’s advertiser’s marketing campaign through the following: use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable);  traffic from websites that utilize a content unlocking method to entice consumers to sign up for advertising offers in order to gain access to the website’s content or free downloads, whether lawful or unlawful (pirated movies); traffic from Third-Party Ad CPA Networks; search traffic using and trademarked terms; typo traffic;  traffic from Job related web sites.

The word “FREE” cannot be shown anywhere on company offer page or any marketing materials leading to company offers, including domain name (s).  Publisher headers cannot use the word “FREE”. Publishers may iframe company Ads only with written approval for each instance.   

Publisher agrees and acknowledges that if it violates its obligations under this section and/or the Agreement, Company shall be entitled to seek: (i) injunctive relief without the requirement of posting a bond or showing of inadequacy of monetary damages; and/or (ii) any and all other remedies that Company may have at law or in equity.

8. Payment and Reporting 

Publisher will be paid per the terms of each Campaign in accordance with the applicable IO. Company shall pay any amounts due approximately thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law, provided that Company may, in its discretion, withhold payments until such time as the Advertiser has paid Company for any Program.  In addition to any other remedies that may be available to Company, in the event of any breaches by Publisher of these Terms and Conditions, Publisher shall forfeit its rights to any amounts owed by Company to Publisher.  Company reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for technical errors, tracking discrepancies and the like.  Company shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation.  Any questions or disputes regarding the data or payout provided by Company needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by Publisher.  Company will not be responsible to compensate Publisher for leads that are not recorded due to Publisher’s error.  Company will require a Publisher to provide a W-9, and similar such information, as a condition to payment. 

8.1.    Reporting.  Company may provide online reporting to Publisher. All such reports will be deemed estimates and will not be binding.

9. Term and Termination.

Either party may terminate this Agreement on three (3) business days’ advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party.  Termination notice may be sent via e-mail and will be effective immediately, meaning, among other things, that Publisher must immediately cease all advertising activities.  All monies then due to Publisher will be paid during the next billing cycle.  The representations, warranties and obligations contained herein shall remain in full force and effect after termination of this Agreement.  In addition, all payment obligations accruing prior to the termination date shall survive until fully performed. 

10. Representations and Warranties/Covenants. 

10.1. Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (iii) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations.  Neither party makes any guarantee, representations nor warranties express or implied, as to the level of consumer response that will result from the Programs. 

10.2. Publisher Representations. Publisher represents and warrants that: (i) Publisher’s Media is currently in compliance with all applicable State and Federal laws; (ii) Publisher’s Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity;(iii) Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher’s Media; (iv) Publisher shall not promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Use the Company proprietary software or Company advertiser’s marketing materials in any manner other than that which is specifically contemplated herein; (vi) Engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice; and (vii) Publisher shall at no time, engage in, disseminate, promote or otherwise distribute, Company links or Company advertiser’s marketing materials through the use of contextual media, specifically downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable); (viii)  Place Company link on any website which contains inappropriate content, which includes, but is not limited to, content that: (a) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content such as phone sex or escort services, expletives or inappropriate language; (b) promotes gratuitous violence, abuses or threatens physical harm; (iii) promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (c) promotes use of illegal substances or activities such, how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline); (d) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (e) is otherwise prohibited by Federal or state law; and/or (f) may bring Company and/or its associated advertisers negative publicity; (ix) Engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on Offers or use Offers to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from Company; (x) Violate any third party terms and conditions, which includes, but is not limited to unauthorized use of a third party web site for commercial gain or post bulletins to non-owned account; (xi) Use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (xii) Any deceptive form of advertising. 

11. Privacy Policy. 

Publisher shall maintain and post in a conspicuous manner on all its websites a privacy policy that clearly and adequately describes how consumer information is collected and used as well as the data transfer to Company and obtain the consumers agreement to such privacy policy. 

12. Limitation of Liability; Disclaimer of Warranty. 

Unless otherwise provided in this agreement, in no event shall Company or any Publisher be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. 

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, COMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR SERVICES.  WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S WEBSITE.  ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER.  SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU. 

Company makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Company marketing materials, or any product or service advertised in connection therewith or on its linked page.  Company has no liability to Publisher for unapproved links, materials, including all copy, images, URL names, and search terms used by Publisher for promotions.  Company makes no representations whatsoever about any other website which Publisher may access through the service.  When Publisher accesses a website that is not associated with and independent from Company, Publisher acknowledges that Company has no control over the content of that website.  

13. Indemnity. 

13.1. Indemnity. Publisher will defend, indemnify, and hold harmless Company, the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any breach of any of these Terms and Conditions or representations or warranties contained herein. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.  No settlement may be consummated without Company’s express written authorization, which shall not be unreasonably withheld. 

14.2. Notification of Legal Action. Publisher will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to Company and/or Company Marketing Materials when the same arise.

15. Force Majeure. 

Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence. 

16. General. 

16.1. Entire Agreement. These Terms and Conditions, together with the terms for each of the Programs constitute the entire agreement between the parties and supersede all prior agreements or understandings between the parties. 

16.2. Dispute Resolution. This Agreement shall be governed by the laws of the United States and the State of New Jersey without respect to choice of law rules.  The Parties consent to have all disputes regarding this agreement resolved by binding arbitration before the American Arbitration Association, Commercial Division.  The parties agree to conduct the arbitration in Edison, New Jersey and each party shall bear the costs of such arbitration.  The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them.  This provision was a bargained for relinquishment of both parties rights to jurisdiction in their respective states or countries. The Parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement.  Company shall be entitled to recover all reasonable costs of collection (including attorney’s fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from Advertiser.  The prevailing party in any Arbitration shall be entitled to an award of attorney fees and costs for such arbitration.

16.3. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. 

16.4. Assignment. Publisher may not assign any of its rights hereunder without the prior written consent of Company, which may be withheld for any reason. 

16.5. Severability. In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms. 

16.6. Relationship. The parties agree that Company is acting as an independent contractor in performing the Services and that the relationship between the Company and Publisher shall not constitute a partnership, joint venture or agency.  Neither Company nor any of Company’s employees or agents (collectively referred to herein as the “Employees”): (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. Company retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees.  Neither Company nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees. 

16.7. No Publicity. Publisher may not make any mention of Company or any Company client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Company or any of its clients in your customer lists, without the written consent of Company, whose consent may be withheld for any reason or for no reason.

16.8. Notice. Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) Publisher at the address provided in the registration, and (b) Company at 402 Main Street Suite 100-224, Metuchen, NJ 08840.

16.9. AGE. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Agreement electronically as of the date executed by Company. 

Electronic Signature

I have read and agreed to the above Terms & Conditions.
Your Position Title *