AdStation Email Monetization Agreement

This AdStation Email Monetization Agreement (CP) sets forth the terms and conditions upon which Company may access and use the Marketing Services. Capitalized words used in this Agreement but not otherwise defined at first use shall have the meanings ascribed to them in Section 10 below.

 

  1. Marketing Services. Company shall access Marketing Services for any email address in Company’s proper possession and control, either (a) manually, through provision of Licensed Products from Adknowledge, or (b) through the Software. Company understands each email address must be transmitted in an MD5 hash format so that it cannot be decrypted by Adknowledge; except that if Company utilizes AdStation Integrated’s ADK Relay™ feature, then Company shall upload email addresses in the format provided by Adknowledge, and such email addresses will be encrypted into MD5 hash format following such upload.

 

  1. Revenue; Reporting.

 

(a)     Revenue Sharing. Unless otherwise set forth in an IO, (i) Adknowledge will report to Company the amount of money Company earned the prior day in an online report, and (ii) an automated revenue sharing formula taking into account conversion rates, quality of clicks and market dynamics shall be used to determine the amount of money earned by each party.

 

(b)      Advertiser Payment Collections; Adjustments. Adknowledge shall pay Company within thirty (30) calendar days from the end of each month in which the revenue was generated, unless, if offered by Adknowledge, Company selects weekly net seven (7) payments via the electronic/merchant account as provided in the Adknowledge publisher platform (notwithstanding the foregoing, the selection of net seven (7) payments is not available where payment terms are set forth in an IO). Company acknowledges and agrees that any banking fees, wire fees, and/or other transaction costs in connection with payments to Company under this Agreement shall be the sole responsibility of Company and may be deducted by Adknowledge from payments to Company hereunder. Adknowledge shall not be obligated to pay Company for amounts otherwise due if Adknowledge: (i) is required to refund an Advertiser payment due to poor traffic quality, or (ii) determines that a click is not valid because it was generated by a bot, script, device or person lacking a bona fide interest in the advertisement which was clicked upon, or (iii) discovers a breach by Company of this Agreement, or (iv) determines that the reporting provided by Company under an IO is inaccurate. Adknowledge reserves the right to withhold payments pending investigation of Company’s account for any of the aforementioned reasons, and may charge back Company’s account in whole or part depending upon the results of such investigation. Further, Company acknowledges and agrees that Adknowledge may offset from any payment under this Agreement any delinquent amount owed by Company, or any parent, subsidiary, or affiliate of Company, to Adknowledge or any parent or subsidiary company of Adknowledge. Company shall pay all taxes imposed by any government entity on Company in connection with Company’s performance of this Agreement.

 

(c)      Reporting. Unless otherwise set forth in an IO, Adknowledge shall provide to Company at least daily reports reasonably sufficient to reflect estimates of revenue generated from the Marketing Services. DUE TO ADKNOWLEDGE’S AGREEMENTS WITH ADVERTISERS, REVENUE ESTIMATES CANNOT BECOME FINAL AND BINDING UNTIL SIXTY (60) CALENDAR DAYS AFTER THE END OF THE MONTH IN WHICH THE TRAFFIC WAS GENERATED.

 

  1. Proprietary Rights.

 

(a)      Adknowledge Limited License to Company.

 

(i) Grant. Subject to the terms and conditions herein, Adknowledge grants Company a non-exclusive, fully-paid, royalty-free, non-assignable, non-transferable, non-sub licensable, revocable right and license in use of the Licensed Products solely in the Territory for the purposes set forth in this Agreement. The term “Territory” as used in the immediately preceding sentence shall mean the USA and such other regions as Adknowledge may from time to time grant to Company in writing (email shall suffice).

 

(ii) License Restrictions. Except as expressly granted in this Agreement, Adknowledge owns and retains all right, title and interest in the Licensed Products. This Agreement does not transfer ownership rights of any nature in the Licensed Products to Company or any third party. Company agrees to retain all copyright and trademark notices on the Licensed Products and to follow all requirements reasonably made by Adknowledge, as further described herein, to protect Adknowledge’s intellectual property rights in the Licensed Products.

 

(b)    Company Limited License to Adknowledge.

 

(i) Grant. Subject to the terms and conditions herein, and except when the Marketing Services are provided either manually by Adknowledge or are set forth in an IO, Company grants Adknowledge a non-exclusive, fully-paid, royalty-free, revocable right and license to the Database, solely for the purposes set forth in this Agreement.

 

(ii) License Restrictions. Adknowledge may provide the Database to third party services to improve overall performance under this Agreement; provided, however, that no third party may send Email to any User as a result of its receipt of the Database from Adknowledge.

 

(c)       Protection of Adknowledge Intellectual Property. Adknowledge grants the above limited license to Company subject to the following conditions:

 

(i) Company acknowledges that the Software, Marketing Services, Licensed Products, proprietary know-how and technology, logos and term ADSTATION™ (together, the “Intellectual Property”), are the exclusive proprietary property of Adknowledge and Company shall have no right to use the Intellectual Property for any purpose, including to develop a competitive product, or the use of Adknowledge trademarks in business collateral, without the express written authority of Adknowledge, and then only in accordance with instructions provided by Adknowledge.

 

(ii) Company agrees not to copy, modify, duplicate, decompile, disassemble, reverse engineer, or reduce to a human perceivable form or otherwise alter the Software, XML formatted feed, Licensed Products or any part thereof or to create derivative work(s) or a competitive product based on it. Notwithstanding the preceding sentence, and subject to the limitations of liability and disclaimers of warranty set forth herein: (1) sample code provided to Company may be modified by Company for the sole purpose of learning how to effectively use and implement the Marketing Services; and (2) Adknowledge may provide stand-alone client software which may be modified by Company, that may assist in implementation of the Marketing Services, and which does not constitute Intellectual Property.

 

(iii) Company agrees to follow all requirements reasonably made by Adknowledge to protect the Intellectual Property, patents related thereto and any related intellectual property, all trade names and designs whether covered by trademark, domain name registration or otherwise, all copyrights, trade secrets, Confidential Information and all other intellectual property owned, licensed or hereinafter acquired by Adknowledge to perform this Agreement.

 

(d)      Confidential Information. A party receiving Confidential Information agrees (1) not to disclose it to any third party or use any of such Confidential Information for its own use or for any purpose except as necessary and consistent with the terms of this Agreement or as required by law, (2) to limit the use of and access to such Confidential Information to such employees who have a need to know such Confidential Information, and (3) that it will promptly notify the other party in writing of any unauthorized disclosures and/or use thereof. The aforementioned notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties involved therewith.

 

(e)       User Data. Any non-personally identifying information associated with the Database collected, derived or obtained in performance of this Agreement by a party (which may include, but not be limited to, click-throughs, Emails opened and other information collected through the use of cookies and/or other technical means) shall be the sole and exclusive property and Confidential Information of such party. Notwithstanding the foregoing, the email addresses in the Database provided by Company to Adknowledge shall be the Confidential Information of Company.

 

(f)        Injunctive Relief. In the event of an unauthorized use, reproduction, distribution or disclosure of any Confidential Information, the parties agree that the disclosing party will not have an adequate remedy at law. Therefore, injunctive or other equitable relief may be appropriate to restrain such use, reproduction, distribution or disclosure, as detailed in the section of this AdStation Email Monetization Agreement (CP) on Equitable Remedies.

 

  1. Equitable Remedies. The parties agree that it may be impossible to measure in money the damages which will accrue to a party if the other party breaches or threatens to breach any of the covenants, agreements or obligations set forth in this Agreement pertaining to confidentiality or the protection of intellectual property. Accordingly, if any action or proceeding is commenced by or on behalf of a party to enforce any of the provisions contained in this Agreement pertaining to confidentiality or the protection of intellectual property, such party shall be entitled to seek temporary and permanent injunctive relief to restrain any breaches or further violations of those provisions in this Agreement; and the other party agrees that this right to seek injunctive relief shall be in addition to any and all other remedies and damages, including, without limitation, court costs and reasonable attorneys’ fees. All rights conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently.

 

  1. Third Party Beneficiaries. Company understands and acknowledges that members of Adknowledge’s Keyword Network are third party beneficiaries of this Agreement through existing licensing arrangements and other contractual or business relationships.

 

  1. Indemnification. Company shall defend, indemnify and hold Adknowledge and its Keyword Network partners and their advertisers harmless from and against any judgment, loss, damage, claim or expense arising out of a claim by a third party resulting from any breach of any representation or warranty of Company set forth herein, including but not limited to, representations or Company’s compliance with state and federal laws and regulations, such as the CAN-SPAM Act of 2003, governing the distribution of Email over the Internet. This indemnity is conditioned upon: (a) Adknowledge’s prompt notification to Company of any claim for which indemnity is sought; (b) such reasonable cooperation with Company as Company may request; (c) selection of legal counsel by Company with consent of Adknowledge, which consent shall not be unreasonably withheld; and (d) prompt tender of the control of the defense and settlement of any claim to Company. Further, Company shall not enter into any settlement or compromise of any claim without Adknowledge’s prior written consent, which shall not be unreasonably withheld. Finally, Adknowledge may retain its own legal counsel in the matter for which it is indemnified under this provision, at Adknowledge’s sole cost and expense, and Company agrees to execute a joint defense agreement with Adknowledge if such counsel is retained.

 

  1. Representations and Warranties; Limitation of Liability.

 

(a)      Company’s Warranties and Representations. Company warrants and represents that:

 

(i)   It is either not acting as an agent of any principal(s) in obtaining Marketing Services from Adknowledge under this Agreement or agrees to unconditionally bear the obligations or payments which may otherwise fall on such principal(s) arising from the terms and conditions of this Agreement, notwithstanding the fact that Company is acting as an agent;

 

(ii)   It is familiar with and complies with the applicable laws and regulations of each region within the Territory;

 

(iii)   Any commercial Email sent by Company pursuant to this Agreement shall: (1) only be sent to the Database, as defined herein; (2) not be transmitted to any recipient who has declined to receive additional Email from the list owner (after ten days elapsed from such declination) or who resides outside of the Territory; (3) not use WHOIS Guard or a similar technology which masks the identity of a sender, in connection with its performance of this Agreement; (4) readily identify to a reasonable person, the list owner or mailing brand in the “from” line of each email sent in performance of this Agreement; (5) implement the Adknowledge footer template using, at a minimum, a text format to display postal contact information and unsubscribe links, and to advertise or promote Company’s product, service, or Internet web site in each email sent in performance of this Agreement sufficiently to qualify Company as a “sender” under the CAN-SPAM Act of 2003, 15 U.S.C. § 7702(16)(A) and qualify Company as an advertiser under California Business and Professions Code § 17529.5 (for avoidance of doubt, a graphical footer may be used in addition to, but not in lieu of, such text); (6) include, unaltered by Company, the campaign and creative delivered by the Licensed Products, including without limitation the “subject” line and the “friendly from” line, all of which shall be sent within 24 hours (or such other period of time set forth in an IO) to each User as requested by Company and returned via the Licensed Products; (7) comply with all applicable state and federal laws, rules, and regulations governing privacy and the transmission of commercial email, including without limitation the CAN-SPAM Act and all rules and regulations promulgated thereunder, as well as regulations governing U.S. export controls and federal election campaign contributions; and (8) comply with all applicable international laws, rules and regulations governing privacy and the transmission of commercial email;

 

(iv)    It has a publicly posted privacy policy the terms of which: (1) permit Company to utilize Email and any other data collected for performance of obligations under this Agreement; (2) disclose that Company or third-parties cooperating with Company may utilize cookies and place them on a consumer’s computer system; and (3) discuss how cookies may be generally blocked or removed from a computer system;

 

(v) It shall not alter any of the advertising creatives that are a part of the Licensed Products without the prior consent of Adknowledge, and shall not add any gambling, inappropriate, patently offensive or pornographic content in or around the creative delivered through the Licensed Products;

 

(vi)   At least once every seven (7) days, it shall apply against its database the suppression list set forth in a report provided by Adknowledge;

 

(vii)  It will not alter the click tracking links returned by Adknowledge via the Software except to accommodate a redirect for Company’s internal tracking purposes;

 

(viii) It shall not intentionally distribute unsolicited Email;

 

(ix)   It shall not undertake activity which circumscribes, circumvents or undermines a User’s expressed intent to effectively unsubscribe from the Database;

 

(x) COMPANY SHALL INCLUDE A FOOTER IN EACH EMAIL IT SENDS, WHICH DISPLAYS COMPANY’S PHYSICAL POSTAL ADDRESS AND A MECHANISM TO UNSUBSCRIBE FROM FUTURE EMAIL SENT BY COMPANY HEREUNDER, AS REQUIRED BY CAN-SPAM AND OTHER LAW AND REGULATIONS. FAILURE TO INCLUDE A FUNCTIONING RETURN ELECTRONIC MAIL ADDRESS OR OTHER INTERNET-BASED MECHANISM, CLEARLY AND CONSPICUOUSLY DISPLAYED, PERMITTING A USER TO UNSUBSCRIBE OR OPT-OUT OF FUTURE EMAIL FROM COMPANY, IS A VIOLATION OF LAW;

 

(xi) Company will not create a product or service that is competitive to the Licensed Products, in whole or in part, including automated solutions (a) that display Promotional Links on a cost-per-click or cost-per-action basis within emails or (b) that help a third party determine email offers to deliver to their users based on behavior data;

 

(xii) Company shall tender in writing proof of opt-in data (including at least IP address, opt-in date, and opt-in time) on any User within two business days of any written request by Adknowledge, and shall maintain said opt-in proof for each User provided in the performance of this Agreement for three years beginning the day after Company’s last utilization of the Licensed Products; and

 

(xiii) Company may only access Marketing Services by utilizing the publisher ID and list ID’s as provided by Adknowledge, in addition, Company may not share list ID’s with any third party without advance written consent of Adknowledge.

 

(b)     Adknowledge’s Warranties and Representations. Adknowledge warrants and represents that: (1) it is a corporation duly organized and has full power and authority to enter into this Agreement; (2) the Licensed Products are wholly owned or properly licensed by Adknowledge; (3) commercially reasonable security measures shall be taken to protect the Database against accidental loss, alteration or unlawful access or processing; (4) it shall not utilize the Database for any purpose other than performance of this Agreement; (5) it shall not permit any unauthorized third party access to the Database for any purpose during the term of this Agreement; (6) it shall comply with the CAN-SPAM Act of 2003 and all regulations promulgated pursuant thereto in performance of this Agreement; and (7) after termination or expiration of this Agreement, it shall not make, retain or maintain a copy of the Database.

 

(c)      Disclaimer of Warranties. EXCEPT AS SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND INCLUDING ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADKNOWLEDGE SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF THE MARKETING SERVICES.

 

(d)       Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY IN LAW OR EQUITY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, REVENUE OR DATA IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 ABOVE, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE NET AMOUNT PAID BY ADKNOWLEDGE TO COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED THE GREATER OF (A) THE NET AMOUNT PAID BY ADKNOWLEDGE TO COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, OR (B) TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000). EXCEPT AS SET FORTH HEREIN, ADKNOWLEDGE DISCLAIMS ALL LIABILITY OF ANY KIND RELATED TO ITS ADVERTISERS, LICENSORS AND OTHER SUPPLIERS. IN ADDITION, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

  1. Term; Survival.

 

(a)       Term. This AdStation Email Monetization Agreement (CP) or any IO may be terminated upon written notice by one party to the other, for any reason or no reason. If this AdStation Email Monetization Agreement (CP) is terminated, all IOs will also automatically terminate, effective upon the effective date of termination of this AdStation Email Monetization Agreement (CP).

 

(b)       Survival. The provisions of Sections 3(c) through (f) of the Section entitled “Proprietary Rights,” the Section entitled “Equitable Remedies,” the Section entitled “Third Party Beneficiaries,” the Section entitled “Indemnification,” the Section entitled “Limitation of Liability,” and all payment obligations incurred during the term of this Agreement shall survive the expiration, cancellation or termination of this Agreement for a period of three (3) years. All other rights, obligations and grants made to the parties shall cease upon expiration, cancellation or termination of this Agreement.

 

  1. General Provisions.

 

(a)    Non-Solicit. During the term of this Agreement, Company agrees that it shall not solicit any of Adknowledge’s employees to leave the employ of Adknowledge without the prior written consent of Adknowledge.

 

(b)    Assignment. Neither party may assign this Agreement without prior consent of the other party, which such consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without consent (i) to a parent or a majority-owned subsidiary of such party, and (ii) pursuant to a merger, acquisition, amalgamation, consolidation or other corporate reorganization, or the sale of all or substantially all of its business or assets. Any assignment or attempted assignment in contravention of this provision shall be null and void.

 

(c)      Authority. Each party represents and warrants that it is a business duly organized and in good standing in its state of creation or incorporation, and has full power and authority to execute and be fully bound by the terms of this Agreement.

 

(d)       Notices. Unless otherwise indicated, notice under this Agreement to Adknowledge shall be transmitted by registered mail or reputable overnight courier to its address listed above, and notice to Company shall be transmitted via email, registered mail, reputable overnight courier or via facsimile to the contact information provided by Company to Adknowledge. Either party may update its contact information through appropriate notice.

 

(e)      Entire Agreement and Amendment. This AdStation Email Monetization Agreement (CP) and applicable IOs are fully incorporated and integrated herein, and set forth the entire understanding of the parties with respect to the subject matter of this Agreement, superseding any prior or contemporaneous agreements or understandings, whether written, electronic or oral, which may have existed between the parties on such subject matter. This Agreement will not be varied, amended, or supplemented except as described in the following sentence. Any amendment, interpretation or waiver of any of the provisions of this Agreement shall only be effective in a writing which makes specific reference to this Agreement and is signed (electronic signature shall suffice) by both parties. In the event of any inconsistency between the terms of an IO and this AdStation Email Monetization Agreement (CP), the terms of the IO will prevail to the extent of the inconsistency.

 

(f)       Governing Law and Venue. This Agreement is to only be construed in accordance with the laws of the State of Missouri, as applicable to contracts performed entirely within the State of Missouri. The parties consent to the sole and exclusive jurisdiction of, and venue in, the state and federal courts within Kansas City, Missouri. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

 

(g)      Force Majeure. Except as otherwise expressly stated herein, neither party shall be liable in damages or have the right to cancel or terminate this Agreement for delay or default in performance if such delay or default is caused by unforeseen conditions beyond reasonable control of the delaying or defaulting party, including acts of God, restrictions by a government authority, wars, revolutions, strikes (other than any strike by the delaying or defaulting party’s employees), fires, floods, earthquakes, embargoes, or degradation of telephone or other communications services, including but not limited to, degradation of all or part of an Internet backbone.

 

(h)      Waiver. Failure by either party to enforce at any time or for any period of time any provisions of this Agreement shall not be construed as a waiver of such provisions, and shall in no way affect a party’s right to later enforce such provisions.

 

(i)       Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of law, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced if possible by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

 

(j)        Captions. Underlined or boldfaced section and paragraph captions in this Agreement are for convenience and reference only; the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of any right or obligation in this Agreement.

 

(k)        Gender and Number. Whenever herein the singular number is used, the same shall include the plural and vice versa, and the neuter gender includes the feminine and masculine genders.

 

(l)       Relationship of the Parties. Nothing in this Agreement constitutes or creates a joint venture, partnership or other similar arrangement between the parties. No party may act as an agent for the other party except as expressly stated in this Agreement.

 

(m)       Counterparts. This Agreement may be executed in one or more counterparts, each in the English language and each of which shall be deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. A facsimile or electronic signature, or reasonable indication of assent through electronic means, shall have the same force and effect as a handwritten signature.

 

  1. Definitions.
Adknowledge” means Adknowledge, Inc., a Delaware corporation.

 

(b)   “Advertiser” means any business that supplies Promotional Links, as defined below, to be inserted in or linked to an Adknowledge advertisement unit, whether or not directly solicited by Adknowledge.

 

(c)   “Agreement” means this AdStation Email Monetization Agreement (CP) and each IO.

 

(d)     “Code” means Adknowledge’s proprietary HTML code, which is embedded in Company’s Emails and, together with Adknowledge’s targeting technology, behavior data and advertiser list, enables Company to deliver advertising creatives that are part of the Licensed Products to the Database.

 

(e)      “Confidential Information” means all information, whether obtained in written, oral or electronic form, of a proprietary nature which is released by one party to the other or otherwise obtained by a party, including without limitation all know-how, business processes, designs, drawings, source code, targeting methodologies, algorithms, object code, customer data such as Company’s email addresses and Adknowledge’s advertiser relationships, business plans, contact lists, research, business opportunities, technology, related information and third-party confidential information. Confidential Information, however, does not include information that a party can demonstrate by a preponderance of the evidence: (i) is now or subsequently becomes generally available to the public through no fault or breach on such party’s part; (ii) rightfully in such party’s possession prior to disclosure to such party; (iii) rightfully obtained by such party from a third party who has the right to transfer or disclose it; or (iv) is third party software and/or documentation provided by such party and accompanied by licensing terms that do not impose confidentiality obligations on such use.

 

(f)   “Company” means the individual or the business, company or other entity that accepts this Agreement electronically or otherwise.

 

(g)     “Database” means Company’s collection of MD5 hashed or raw email addresses, each of which was obtained from a bona fide third party user who expressly consented to receive commercial advertisements via email, either in response to a clear and conspicuous request for such consent or at their own initiative, and has not opted out of receiving such email while having a clear and conspicuous opportunity to do so (a “User”).

 

(h)   “Email” means commercial electronic mail messages.

 

(i)     “IO” means a mutually agreed upon insertion order, signed by the parties, which incorporates this AdStation Email Monetization Agreement (CP) by reference.

 

(j) “Keyword Network” are the search engines, advertisers and other partners with whom Adknowledge has contracted to provide Promotional Links, which when clicked on redirect a User to a particular Website.

 

(k)  “Licensed Products” means the solutions provided by Adknowledge to deliver the Marketing Services, including the Software, Code, any related documentation, and advertising creatives (meaning, without limitation, any style of advertisement pulled by Company from Adknowledge’s servers in performance of this Agreement).

 

(l)    “Marketing Services” are the services, such as Adknowledge’s XML formatted stats feed and proprietary know-how and technology, including its Software and the Code, and/or graphical creatives provided by Adknowledge, which Adknowledge undertakes, utilizes and/or licenses to Company for use with Company’s Database, Website or other property of Company, along with Adknowledge’s advertiser relationships, and the provision of Promotional Links as set forth in an IO.

 

(m)   “Promotional Link” means (i) a text-based advertisement, often referred to as a keyword advertisement, sold by companies similar to Google® and Yahoo! Search Marketing™, or (ii) a graphical creative provided by Adknowledge, which when clicked upon redirects a User to a Website promoting a product, service or other initiative.

 

(n) “Software” is Adknowledge’s proprietary application programming interface, or automated API commonly referred to as AdStation Integrated, which interfaces with Company’s mail transfer agent (that is, Company’s technology to transfer email to desired recipients) and, together with Adknowledge’s targeting technology, behavior data and advertiser list, enables Company to deliver email to the Database.

 

 

 

 

Version:14Oct16