BrideClick Publisher Terms & Conditions
These Terms and Conditions (the “Agreement,” or “Terms”) is an agreement between you (“You” or “Your”) and BrideClick, Inc. (“BrideClick”) and sets forth the legally binding terms governing your use of BrideClick’s services, including but not limited to, the BrideClick Reporting Platform (“Platform”) and the BrideClick SuperTag, which is offered by BrideClick and further described below (collectively, the “Services”). “You” or “Your” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, assignee, network or other third party that You have granted access to Your account and/or Your Platform Data (as defined below), which will also be bound by the terms and conditions of this Agreement.
Please read these Terms carefully before you use the Services. By using the Services you indicate that you accept the Terms and that you agree to abide by them. Your use of the Services constitutes your acceptance of these Terms which takes effect on the date you first register for the Services. If you do not agree with these Terms, you may not participate in the Services.
We reserve the right to change these Terms at any time without notice by posting changes to www.brideclick.com and / or brideclick.net to incorporate the new Terms. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Platform after changes are posted constitutes your acceptance of the amended Terms.
I. THE PLATFORM. During the Publisher Term (defined below), BrideClick will serve advertisements by third party advertisers, (“Platform Ad(s)”) for display on the site(s) which use the Platform (“Platform Site(s)”), and the Platform will unify, in one report, the revenue generated by Platform Sites through Platform Ads.
A. CONDITIONS OF USE. BrideClick grants You a limited, non-exclusive, nontransferable and non-sublicensable license during the Publisher Term to use the Platform interface solely for the purpose of transmitting Platform requests and other required information and receiving Platform results sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, BrideClick does not grant, and You will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any BrideClick intellectual property rights; and all rights not expressly granted herein are reserved to BrideClick.
B. PROHIBITED ACTIONS. You may not, and may not allow any third party to:
1. directly or indirectly access, launch and/or activate the Platform through or from, or otherwise incorporate the Platform in, any software application, website or other means other than the Platform Site(s), and then only to the extent expressly permitted herein;
2. transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau or other unauthorized purposes the Platform or access thereto;
3. modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Platform, BrideClick’s then current protocol for accessing and implementing the Platform (the “BrideClick Protocol”), or any other BrideClick technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation;
4. remove, deface, obscure, or alter BrideClick’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Platform, the BrideClick Protocol, or any other BrideClick technology, software, materials and documentation;
5. create or attempt to create a substitute or similar service or product through use of or access to any of the Platform or proprietary information related thereto;
6. misappropriate any intellectual property or material not belonging to You;
7. violate any applicable law or regulation as it applies to Your activity on the Platform, including but not limited to data protection laws;
8. engage in any action or practice that reflects poorly on BrideClick or otherwise disparages or devalues BrideClick’s reputation or goodwill.
BrideClick may terminate your use of the Platform or deactivate Your Platform Account immediately, and without notice, if You engage, direct, or cause another to engage in one of these prohibited actions.
C. PLATFORM ADVERTISER OBLIGATIONS. You are solely responsible for all matters related to Your third-party advertisers who provide advertisements to You not in connection with the Platform including, without limitation, the solicitation and trafficking of Platform Ads, billing and payment of Platform Advertisers, providing all technical support services to Platform Advertisers, and handling all other inquiries and disputes of any type or nature.
D. DATA USE. BrideClick may retain and use, subject to the terms of its Publisher Privacy and Data Policy, Platform Data. Platform Data provided by You under this Agreement may not be disclosed as Platform Data identifiable to You by BrideClick except to: (a)satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) detect, prevent, or otherwise address fraud or security issues, or (c) protect against imminent harm to the rights, property or safety of BrideClick or the public as required or permitted by law. You agree that BrideClick may aggregate Platform Data with data collected from other Platform users, and use such aggregated data, provided that BrideClick will only aggregate data in a manner such that no third party could identify which users’ data contributed to the aggregated set.
E. DISCLAIMER. YOU ACKNOWLEDGE THAT THE PLATFORM IS EXPERIMENTAL IN NATURE. EXCEPT AS EXPLICITLY SET OUT IN THIS AGREEMENT, BRIDECLICK DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS THAT THE Platform WILL BE OF SATISFACTORY QUALITY, NOT INFRINGE ON THIRD PARTIES’ RIGHTS, OR THAT THE Platform WILL BE FIT FOR ANY PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, BRIDECLICK DOES NOT GUARANTEE THE Platform WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (I) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (II) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, (III) FOR PREVIOUSLY SCHEDULED MAINTENANCE OR (IV) RELATING TO EVENTS BEYOND BRIDECLICK’S (OR ITS WHOLLY OWNED SUBSIDIARIES’) CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR, GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS, OR INTERRUPTIONS IN INTERNET SERVICES TO AN AREA WHERE BRIDECLICK (OR ITS WHOLLY OWNED SUBSIDIARIES) OR YOUR SERVERS’ LOCATION(S).
F. NO ENDORSEMENT. YOU ACKNOWLEDGE AND AGREE THAT BRIDECLICK IS NOT AFFILIATED WITH OR RESPONSIBLE FOR ANY THIRD-PARTY PRODUCTS/SERVICES YOU MAY CHOOSE TO MANAGE WITH THE PLATFORM. BRIDECLICK DOES NOT REPRESENT OR ENDORSE THE QUALITY, ACCURACY, RELIABILITY, INTEGRITY OR LEGALITY OF ANY THIRD-PARTY PRODUCTS/SERVICES. BRIDECLICK FURTHER DOES NOT REPRESENT OR ENDORSE THE TRUTH OR ACCURACY OF THE DESCRIPTION OF ANY ADS, LINKS, CONTENT, ADVICE, OPINION, OFFER, PROPOSAL, STATEMENT, DATA OR OTHER INFORMATION FROM ANY THIRD-PARTY PRODUCTS/SERVICES (“DISCLAIMED CONTENT”) THAT IS DISPLAYED OR DISTRIBUTED THROUGH PLATFORM. BRIDECLICK RESERVES THE RIGHT, BUT WILL HAVE NO RESPONSIBILITY TO EDIT, MODIFY, REFUSE TO POST OR REMOVE ANY DISCLAIMED CONTENT, IN WHOLE OR IN PART, THAT BRIDECLICK, IN ITS SOLE AND ABSOLUTE DISCRETION, DEEMS IS OBJECTIONABLE, ERRONEOUS, ILLEGAL, FRAUDULENT OR OTHERWISE IN VIOLATION OF THIS AGREEMENT.
BRIDECLICK HEREBY DISCLAIMS ALL LIABILITY OR RESPONSIBILITY FOR ANY REPRESENTATIONS, OFFERS, STATEMENTS, INFORMATION, ERRORS OR OMISSIONS IN ANY DISCLAIMED CONTENT.
II. BRIDECLICK TAGGING SYSTEM (BETA). You agree to BrideClicks practice of using our proprietary website technology. The system will control and effect the placement of ads and scripts on your website and collect analytical, operational, statistical, and personal data for optimization, usability.
III. ENDORSEMENT GUIDELINES FOR INFLUENCERS. You ensure that all media posted on behalf of one of BrideClick’s advertisers meets the minimum requirements as outlined by the FTC. This will go a long way in ensuring the safety of both our advertisers and our publishers. Please refer to the “BrideClick Influencer Endorsement Guidelines” for more details regarding our mandated requirements for all media posted for a BrideClick sponsored content campaign.
In the event that BrideClick reasonably determines, in its sole discretion, that a campaign fails to meet these requirements, BrideClick may withhold full payment due for the offending campaign, until such time time that the appropriate amendments, as outlined by BrideClick, have been made.
IV. BRIDECLICK NETWORK AGREEMENT. You represent and warrant that you have read and signed the BrideClick Network Agreement and agree to abide by all terms therein. The BrideClick Network Agreement and its terms are incorporated herein by reference.
V. GENERAL TERMS
A. TERM AND TERMINATION.
1. This Agreement will be effective as of the date BrideClick activates the Services and will continue unless earlier terminated as provided in this Agreement (the “Publisher Term”).
2. BrideClick may terminate the Platform, or Your use of the Platform at any time. In the event that BrideClick chooses to terminate the Platform, BrideClick will provide You notice thereof. In the event that BrideClick determines to terminate Your use of the Services, the rights and licenses granted to you herein shall terminate and you must cease all use of the Services. 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 Services to [email protected] This Agreement will be deemed terminated within ten (10) business days of BrideClick’s receipt of Your notice.
3. BrideClick may investigate any and all activity that may violate this Agreement. If You violate this Agreement or any Platform policies, BrideClick may, in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Platform Site in all or part of the Platform.
B. CONFIDENTIALITY; PUBLICITY. You agree not to disclose BrideClick Confidential Information without BrideClick’s prior written consent. “BrideClick Confidential Information” includes, without limitation: (a) all BrideClick software, technology, programming, specifications, materials, guidelines and documentation relating to the Platform, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Platform; and (c) any other information designated in writing by BrideClick as “Confidential” or an equivalent designation. BrideClick Confidential Information does not include information that has become publicly known through no breach by You or BrideClick, or information that has been (i) independently developed without access to BrideClick Confidential Information as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority. You will not use BrideClick’s Brand Features in any news release, public announcement, advertisement, or other form of publicity in relation to this Agreement without securing the prior written consent of BrideClick.
C. WARRANTIES AND INDEMNIFICATION
1. You represent and warrant that You have and will maintain throughout the Publisher Term all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to Platform Ads or Platform Data to permit BrideClick to perform the Services contemplated under this Agreement (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Platform Ads or Platform Data).
2. You represent and warrant that You will not advertise anything illegal or engage in any illegal or fraudulent business practice.
3. You represent and warrant that all of the information provided by You to BrideClick to enroll in the Services is correct and current, and that you will provide BrideClick with time updates should Your information change.
4. You represent and warrant that You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder.
5. You represent and warrant that You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws such as GDRP) in Your performance of any acts hereunder.
6. You represent and warrant that You will use commercially reasonable efforts to ensure that an end user is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other information on the end user’s device where such activity occurs in connection with the Platform and where providing such information and obtaining such consent is required by law.
7. You agree to indemnify, defend and hold BrideClick, its agents, assigns, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to, or which may arise from Your use of the Platform, the Platform Site(s), and/or Your breach of any term of this Agreement.
D. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, BRIDECLICK AND SUBSIDIARIES WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF BRIDECLICK AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. IN ANY EVENT, BRIDECLICK’S (AND ITS WHOLLY OWNED SUBSIDIARIES’) TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED U.S. $500.
1. The Agreement constitutes the entire agreement between the parties with respect to the Platform.
2. Nothing herein contained and no act in performance hereof shall be deemed to constitute a partnership or joint venture between You or Your and BrideClick.
3. Except to a subsidiary or affiliate, or as part of a sale, merger or other transfer of all or substantially all of the assets of the business to which this Agreement relates, neither party may assign its rights or obligations hereunder to any third party without the prior written consent of the other party (except that BrideClick shall have the right to transfer the business to which this Agreement relates without such consent); any purported assignment without the required consent shall be null and void.
4. Any notices to BrideClick must be sent to: BrideClick Inc., 135 East 57th Street, 7th floor, New York, NY 10022, USA, via first class or air mail or overnight courier, and are deemed given upon receipt. Notice to You may be affected by sending email to the email address specified in Your account.
5. No waiver by either party of any condition, term or provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or of any other condition, term or provision hereof.
F. GOVERNING LAW. All claims arising out of or relating to this Agreement will be litigated exclusively in the federal or state courts of New York, New York USA and You consent to personal jurisdiction in those courts.