BY CHECKING THE BOX OR CLICKING TO ACCEPT WHERE SUCH OPTION IS PRESENTED TO YOU, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.
Connexity, Inc. ("Connexity", "we", "us" or "our") is pleased to provide you with the opportunity to participate in our US Publisher Program ("Program"). The following, including the corresponding Schedules, sets forth the terms and conditions for the Program ("Terms"). Participation in the Program is subject to these Terms, our acceptance of your Application ("Application"), your satisfaction of the Eligibility Requirements described below, as we determine in our sole and absolute discretion, and your agreement to and ongoing compliance with these Terms.
These Terms constitute a binding legal agreement between you, or if accepting on behalf of an entity, such entity (in either case, referred to as "you", "your") and Connexity which governs your participation in the Program. By completing and submitting your Application you agree to be bound by these Terms. You also understand that any participation in the Program represents your acceptance of and agreement to comply with all of these Terms. If you are accepting the Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to these Terms.
We provide an online shopping search engine that assists consumers in shopping for products and services offered by third party merchants participating in our listings service throughout the Connexity Network ("Merchants"), among other things. Search results and certain other links on the Connexity Network contain links to Merchant web sites. For purposes of these Terms, the "Connexity Network" means www.connexity.com, www.shopzilla.com, www.bizrate.com, www.beso.com, and other affiliated domains in the United States, and all other web sites we operate now or may operate in the future, and other media or services we may offer to consumers from time to time.
The Connexity US Publisher Program is a CPC affiliate program connecting Connexity's world-class "where to buy" shopping solution to website publishers interested in monetizing their Site by integrating Sponsored Shopping Content.
To apply for the Program, you must submit to us a complete and accurate Application, including your relevant contact information, a W-9 or W-8 form, as applicable, and the name and URL of your website, widget or app that you wish to enroll in the Program (each a "Site"). Please note that the Application only permits the registration of a single Site. If you have more than one Site that you wish to enroll in the Program, you must submit those separately to Connexity for approval via email. We will evaluate your Application and notify you whether your Site(s) are accepted. We may reject your Application for any or no reason, in our sole and absolute discretion, including but not limited to a failure to meet the Eligibility Requirements set forth below. Note that if we accept your Application and later determine that your Site is unsuitable or that you fail to meet the Eligibility Requirements or comply with these Terms, we may terminate your participation in the Program effective immediately.
Your eligibility for participation in the Program and ongoing eligibility to remain in the Program is conditioned upon you meeting and continuing to meet the following minimum requirements ("Eligibility Requirements"):
You will provide us with any information, records, or materials that we request to verify your compliance with the Eligibility Requirements and these Terms.
You represent and warrant that for so long as you participate in the Program, your Site (including any content contained therein) and all promotional means used by you:
You grant to Connexity and our parent company, subsidiaries, and affiliates ("Affiliates"), the right to transmit, process and maintain the personal and business information that you provide to Connexity via the Program, to use such information for Connexity's and its Affiliates business purposes, and share such information with selected third parties, including but not limited to Connexity's agents, accountants, attorneys and other representatives for Connexity's and its Affiliates' business purposes. Additionally, you agree and consent to our (a) sending you emails relating to the Program from time to time; (b) monitoring, recording, using, and disclosing information about your Site and visitors to your Site that we obtain in connection with your display of Sponsored Shopping Content; and (c) monitoring, crawling, and otherwise investigating your Site to verify compliance with the Terms.
You agree as follows:
We may, for any period of time, suspend the Program, the use of any or all Connexity Property (including any Shopping Content Technology), or your Account, in whole or in part, to: (a) undertake any routine or emergency maintenance to the Program, the Shopping Content Technology or the Connexity Network; (b) to maintain the security and/or integrity of our network, hardware, other technology or associated systems or those of our suppliers; (c) any unusual increases in traffic or quality of traffic on your Site; or (d) the actual or alleged violation of the Terms by you. We reserve the right, in our sole absolute discretion, to change all or any part of these Terms and/or other policies or guidelines related to the Program, including but not limited to prohibiting certain Site content, changing the basis of compensation and/or changing the payment schedule. We further reserve the right to change or discontinue the Program altogether. We may make these changes at any time, by posting such changes to the Program portion of our web site. It is your responsibility to check our web site for changes or updates to the Program and/or the Terms. Changes or updates to the Program or the Terms shall be effective immediately upon our posting such changes or updates. If you do not agree with a change or update to the Terms or the Program, your sole and exclusive remedy is to terminate the Terms, remove all Sponsored Shopping Content from your Site, stop use of the Shopping Content Technology, and end your participation in the Program. Your continued participation in the Program will constitute your acceptance of the then-current Terms.
You agree that you will not (and will not permit or encourage any other person or company to) engage in any of the following activities:
You acknowledge our exclusive right, title, and interest in and to the service marks "Connexity ®", "Bizrate.com ®", "Shopzilla ®", "Beso ®", PrixMoinsCher, Spardeingeld, the flaming shopping cart and all other trademarks, service marks and trade names associated with the Connexity Network, including all content on our web sites ("Connexity Marks"). You acknowledge and agree that you shall not have or obtain any rights in any of the Connexity Marks, and that you will not adopt, use or attempt to register any trademarks or trade names that are confusingly similar to the Connexity Marks nor will you purchase or use in any manner any of the Connexity Marks in your search engine or other marketing activities. You also acknowledge that all right, title and interest in and to the Connexity Materials, Connexity Marks, Analytics Code, Analytics Data, the API Data, and Shopping Content Technology are exclusively owned by Connexity and/or its Affiliates and licensors (collectively, "Connexity Property"). You agree that you will not dispute or contest Connexity's and where applicable its Affiliates or licensors exclusive ownership of all or any part of the Connexity Property. We reserve all rights not expressly granted in these Terms and no implied licenses are granted.
You hereby agree to defend, indemnify and hold Connexity, its Affiliates and Merchants and each of their respective directors, officers, employees, contractors, and licensors ("Indemnified Parties") harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney's fees and costs, that the Indemnified Parties may suffer as a result of: (a) claims that arise from or relate to your participation in the Program or any other Connexity service; (b) any breach by you of these Terms or of any representation made by you or obligation entered by you hereunder; or (c) any claim of violation of a third party's privacy rights, or any third party claim relating to your Site or any content thereon, including any claim of infringement or misappropriation of any other party's intellectual property or proprietary rights. You shall not enter into any settlement or admit any fault or liability that affects any Indemnified Party without that Indemnified Party's prior written consent.
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. THE PROGRAM AND ALL CONNEXITY PROPERTY ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE. NEITHER CONNEXITY NOR ANY OF ITS AFFILIATES, AGENTS OR MERCHANTS MAKES ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER REGARDING THE PROGRAM, THE CONNEXITY PROPERTY, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE CONNEXITY NETWORK. CONNEXITY HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, (1) AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE CONNEXITY NETWORK INCLUDING THE SPONSORED SHOPPING CONTENT OR THE CONNEXITY MATERIALS, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE PROGRAM OR ANY OTHER CONNEXITY PROPERTY, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY ANY CONNEXITY SERVICE, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (2) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
These Terms and your participation in the Program will begin upon our acceptance of your Application, your satisfaction of the Eligibility Requirements described above, and your agreement to and compliance with these Terms and will end when terminated by either you or us pursuant to these Terms (the "Term"). If you are dissatisfied with the Program or with any changes to the Terms or the Program, your sole and exclusive remedy is to terminate your participation by giving us written notice as provided below. Notwithstanding anything contained in the Terms to the contrary, we may, in our sole and absolute discretion, terminate these Terms or suspend or terminate your Account and/or discontinue your participation in the Program or any other Connexity service, effective upon notice to you, at any time and for any reason, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) actual or suspected violation of Section 11 (Prohibited Activities); (c) any non-compliance with Section 7 (Analytics Code) above; (d) failure to generate at least twenty-five ($25.00) in Payments, in the aggregate, over the course of twelve (12) consecutive months; (e) failure to provide accurate or complete payment information within twelve (12) months after notice of such deficiency has been issued; or (f) any other actual or suspected violation of these Terms. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. You understand and acknowledge that you do not have any vested right or enforceable interest to participate in the Program.
Upon termination of these Terms, whether by you or us, you may, except as otherwise provided herein, receive Payments owed to you up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and you shall immediately cease use of any Connexity Property, including the immediate removal of all Sponsored Shopping Content, other Connexity Materials, and Shopping Content Technology from your Site. Sections 4, 5, 8 through 17, 20, 22, and 23 shall survive the termination of these Terms.
We may give general notices to participating Publishers by postings on the Program portion of our web sites (using commercially reasonable efforts to notify you via email of any such postings), and you agree to be bound thereby. Notices specific to you will be sent, if possible, by electronic mail to the email address on file within your Publisher Account or otherwise by postal mail, overnight delivery service or in person. Any such notice shall be deemed received by you and effective (i) on the date that Connexity sent the notice via email; or (ii) two (2) days from the date Connexity sent the notice if by postal mail or overnight delivery service. You may give notice to us by Contacting Us, or otherwise by postal mail or overnight delivery service to:
Attention: Legal Dept.
2120 Colorado Ave.
Santa Monica, CA 90404
We shall have no liability to you under these Terms if we are prevented from, or delayed in performing, our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Connexity or any other party), failure of the Internet, a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
You agree not to disclose or share with any third party any confidential or proprietary materials or information regarding Connexity's or its Affiliates respective business affairs that you may have received or had access to by reason of your participation in the Program, the nature of which is clearly confidential or proprietary ("Confidential Information"). You agree to protect such Confidential Information with the same degree of care as you would apply to your own information of a similar nature, but in no event less than reasonable care. You agree that you will not make any use of any such Confidential Information other than as strictly necessary for the purposes of performance of these Terms. You acknowledge that the Confidential Information is the sole and exclusive property of Connexity. The confidentiality obligations in this clause shall not apply to any information which is or subsequently becomes available to the general public other than through a breach of these Terms or is already known to you before disclosure. Upon termination of these Terms, you shall return or, at our option, destroy all Confidential Information and all copies thereof, provided however that your non-disclosure and duty of care obligations with respect to our Confidential Information shall survive. These Terms supersede any prior confidentiality Terms that may have been signed by you.
You will not issue any press release or make any other public statement regarding your participation in the Program or the terms of these Terms without the prior written consent of Connexity.
You acknowledge and agree that you are operating as an independent contractor and are not a partner, franchisee, agent, employee or joint venturer of Connexity. This is not an exclusive relationship or agreement. We reserve the right to provide the Connexity Property to other individuals or utilize the Connexity Property ourselves, even if such use by another individual or our use would be competitive to your Site. Any failure by either you or us to insist upon or enforce strict performance of any provisions of these Terms shall not be construed as a waiver of any provisions or right. Neither the course of conduct between any member nor trade practices shall act to modify any provision of these Terms. These Terms constitutes the entire agreement between us with respect to your participation in the Program. You shall not assign or sub-contract or purport to assign or sub-contract these Terms or any of your rights or obligations thereunder without our prior written consent. We may assign or sub-contract these Terms or any of our rights or obligations contained herein. If any term or condition of these Terms shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term or condition all of which shall remain in full force and effect.
This Connexity Program Participation Terms was last modified on September 19, 2013.
Connexity may provide certain tools, widgets, web APIs, and other related technologies to assist you in displaying Sponsored Shopping Content on your Site, including but not limited to the following technologies described below (collectively "Shopping Content Technology"):
Catalog API: The Catalog API provides you with intuitive access to Sponsored Shopping Content via a query-based web service producing an XML response.
HTTP Data Feeds: The JSON Data Feed product allows you to download comprehensive JSON feeds of merchant offers from a single HTTP location, choosing the categories relevant to your website, or our entire inventory of Sponsored Shopping Content.
Beso Widget: The stand-alone embedded web application provided by Connexity which allows you to create and display banner ads with Sponsored Shopping Content specific to the Beso.com website.
Additional Technologies: Bizrate Product Search Widget, Search Boxes, and Dynamic Assets
Subject to these Terms and your initial and ongoing compliance with the Terms and usage restrictions set forth in Section 2 below, you shall have a non-exclusive, revocable, non-transferable, non-sublicensable, limited right to access and use the Shopping Content Technology during the period of your participation in the Program and solely for purposes of displaying Sponsored Shopping Content on your Site, but not otherwise.
You understand and agree that we may modify, update, or remove the features or functionality of any or all of the Shopping Content Technology at any time. Additionally, we reserve the right to terminate your access and use of the Shopping Content Technology, with or without notice, for any reason or no reason, in our sole and absolute discretion.
We and the third parties we authorize may receive and store certain types of non-personally identifiable information whenever you interact with us by using "cookies," "web beacons" and analogous technology. "Cookies" are small files that are placed on your computer or your internet browser memory to enable the owner of the cookie to recognize your browser and to provide convenience and other features to you. It is important to note that the cookies that we use, or permit others to use, do not contain and are not tied to personally-identifiable information about you.
You may be able to direct your internet browser not to allow cookies and you can typically delete existing cookies from your computer at any time. Please note, however, if you set such browser settings or delete existing cookies then some elements of our website may not function properly or be available to you.
We also work with and permit certain third parties, including, but not limited to advertising networks and website analysis firms, to place cookies on your computer or browser when you view, click or otherwise interact with advertisements that are featured on our website. These third party cookies and analogous technology are used to gather non-personally identifiable information about your activities on our website and third party sites you may visit to serve you with advertisements that are relevant to your interests and preferences while you are on third party sites. Some of these third parties participate in the Digital Advertising Alliance ("DAA"), an industry self-regulatory program to give consumers a better understanding of and greater control over ads that are customized based on their online behavior across different web sites. To learn more and make choices about preference-based ads from participating third parties, please visit the DAA website at www.aboutads.info.
We may update or change this Policy from time to time, with or without any advance notice. The date of the last change or update to this Policy shall be noted at the end of this Policy, and any changes made will be effective upon posting of the revised version. If there are material changes in the way we handle your personally-identifiable information, or to the Policy itself, including changes to the Preference Based Advertising practices set forth above, we will notify you using direct means, at our discretion either through displaying a notice on our website or by sending you an email, so that you may review the changed terms and consent to them prior to continuing to use our website. We encourage you to check this policy whenever you use our website and services to understand how your personal information is used.
NOTE: THIS POLICY IS PROVIDED FOR ILLUSTRATION PURPOSES ONLY.
We collect two types of information from users through our website: personally identifiable information ("PII") and non-personally identifiable information ("non-PII").
PII identifies you individually. We may collect PII such as: (a) your contact information (e.g., your name, email address, physical address, or phone number) that you may provide to us in filling out forms or when you enter into a contest or promotion on our website; or (b) photographs or other information about yourself that you may upload or post to our website through comments or otherwise, including information on your gender, sexual orientation, marital status, religious views, age, occupation, or other similar information.
Non-PII does not identify you as an individual. We may collect non-PII such as: (a) certain non-personal data when you visit our website, such as the type of operating system or browser you are using, the URL of sites from which you arrive or leave our website and how you interact with our website, your internet service provider, your mobile carrier; or (b) user information in a non-personal, aggregate format for statistical and research purposes.
We will collect, use, or disclose your PII only with your knowledge and consent, except where required or permitted by applicable laws, regulations, ordinances, or as compelled by a court of law or other government body of competent authority. When you choose to provide us with your PII you consent to the use of your personal information as identified in this Policy (i.e., in connection with your use of our website and services) and as may be further identified at the time of collection. You may notify us at any time that you wish to withdraw or change your consent to our use and disclosure of your personal information. We will accommodate your request subject to any legal and contractual restrictions.
We may use a variety of methods to collect information from you, as described in this section below.
We may disclose PII and Non-PII to:
In addition, we use non-PII to help analyze site traffic, understand customer needs and trends, and carry out targeted promotional activities (see "Preference Based Advertising" above). We may use your non-PII by itself or aggregate it with information we have obtained from others to produce research reports and other information and data about online shopping for participating merchants and other customers, as well as media and other interested parties.
We maintain appropriate and commercially reasonable administrative, technical, personnel and physical measures in order to protect your personal information. Unfortunately, however, since the internet is not a 100% secure environment, we cannot ensure or warrant the security of any information you transmit to us. We cannot guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. By accessing the website you acknowledge and accept this risk.
If your personal information changes in any way or you realize the information you provided to us contains errors or is incomplete, we invite you to supplement, correct or update your information as soon as possible. You can request changes or access to your information by contacting us.
We may update or change this Policy from time to time, with or without any advance notice. The date of the last change or update to this Policy shall be noted at the end of this Policy, and any changes made will be effective upon posting of the revised version. If there are material changes in the way we handle your PII, or to the Policy itself, including changes to the Preference Based Advertising practices set forth above, we will notify you using more direct means, at our discretion either through displaying a notice on our website or by sending you an email, so that you may review the changed terms prior to continuing to use our website. We encourage you to check this Policy whenever you use our website and services to understand how your personal information is used.