|
|
|
 |
Agreements
|
|
Agreements > Client
Service Agreement - Exhibit A
SERVICE-SPECIFIC TERMS AND CONDITIONS
These Service-Specific Terms and Conditions comprise Exhibit A to
the Client Services Agreement, which by this reference is incorporated
herein in its entirety.
As stated in the Client Services Agreement, Company provides Services
to Users on behalf of Clients. Company's "Application Services"
include its Sponsored Mail™ services, Mail Plus Total Protection™
(an annual paid membership service for Sponsored Mail end-users, discussed
in Part II, below), Plug-in-Search and any other services of Company
that generate traffic for Client. In the event that Client elects
to use an Sponsored Mail service through Client's Control Center account,
Client shall elect to obtain either the Sponsored Mail Service or
one of the Paid Email Services, including Personal Mail, Group Mail
and Business Mail.
This Exhibit A, together with the Client Services Agreement, Company's
support agreements (including Company's Premium
Support Agreement) and any related amendments, set forth the terms
and conditions applicable to those Services that Client offers or
has subscribed to offer.
I. Application Services Other Than Mail Plus Total Protection.
1. Sharing of Advertising Space. If Client has subscribed to
a Paid Email Service, Client shall have one hundred percent (100%)
of the Advertising Space (as defined below) corresponding to such
Paid Email Service. If Client has subscribed to the Sponsored Mail
Service or Plug-in-Search, Client shall share fifty percent (50%)
of the corresponding Advertising Space with Company.
- a. Advertising Space. The "Advertising Space"
consists of a portion of the Services Pages (excluding Service
Pages accessed by Mail Plus Total Protection members) designated
by Company, in a space approximately 468 pixels wide by 60 pixels
high. In the event that Client provides templates for any of the
Services Pages, such templates must include the Advertising Space
above the fold, viewable without scrolling, and must not include
any other paid advertising.
- b. Advertising Sharing. If Client has subscribed to the
Sponsored Mail Service, or Plug-in-Search, Company will share
with Client the designated Advertising Space as follows: Company
and Client shall each designate an HTML advertisement or URL from
which advertising will be served (each an "Advertising URL")
in equal amounts. The advertising included within the Advertising
Space shall generally alternate between the Advertising URLs of
Company and Client. Company and Client shall each have the right
to retain, with no duty to account to the other, all amounts received
on the sale of advertising provided through such party's Advertising
URL. Company may, at its discretion, provide advertising in space
in addition to the predefined Advertising Space, including, without
limitation, available space in the left column menu bar, right
column, top of the screen and bottom of the screen. Client shall
not post paid links to Web pages outside its domain, and shall
not post any third party advertisements on the Services Pages,
except within the Advertising Space.
- c. Advertising Restriction. Notwithstanding anything
else in this section, Client: (i) shall not provide advertising
which is or which relates to products or services that are pornographic,
obscene, libelous, illegal or racist, or which relates to alcohol,
tobacco, or firearms; and (ii) shall, within forty-eight (48)
hours of receiving written notice from Company, remove any advertising
from the Services Pages which Company deems, in Company's sole
discretion, to be detrimental to Company's interests. Company
shall use commercially reasonable efforts to comply with these
advertising restrictions.
2. Fees and Payment. If Client has subscribed to a Paid Email
Service, Client shall pay the fees for the Paid Email Service as provided
in this Agreement and all related Exhibits and amendments. Client
will pay for the number of end-user mailboxes, calculated by Company
on the date of signup, and re-calculated by Company on the same date
of signup or the date which is closest to the signup date of subsequent
months, 6 Month, or 1 year increments, depending on the payment term
subscribed to. Clients that subscribe to a Paid Email Service for
either a 6 month or 1 year payment term are provided a maximum number
of end-user mailboxes displayed in the price quote at the time of
signup. Clients who subscribe to a Paid Email Service for either a
6 month or 1 year payment term that reach the maximum number of end-user
mailboxes and wish to continue to allow end-users to sign up for their
service are required to upgrade their service to increase the number
of end-user mailboxes provided. All fees are due immediately and prior
to the provision of the Paid Email Service, and are non-refundable.
Company reserves the right to change fees by notifying Client by email
thirty (30) days prior to the effective date of the change, to the
email address provided in Client's Control Center account. Client
shall make all payments in U.S. currency with a credit card, which
will be billed in advance for any and all fees, or through any other
payment methods provided by Company.
Unless a written cancellation notice is received, the Company will
use the current account billing profile to renew the Paid Email
Service at the end of the Monthly, 6-month, and Yearly service.
Cancellation notices must be received at emailcancellation@everyone.net.
Company reserves the right to suspend or terminate the Paid Email
Service if credit card charges are denied. Such suspension or termination
shall not relieve User of the obligation to pay the fees due. Client
agrees to pay to Company Company's reasonable expenses, including
attorneys' fees and collection agency fees, incurred in enforcing
Company's rights under this Agreement.
3. Sponsored Mail and Plug-in-Search Services.
- a. Restrictions. Clients which do not subscribe to a
Paid Email Service shall not use the email alias functionality
provided with the Services to forward email to Users other than
employees of Client. Client shall not upload, post, email or otherwise
transmit unsolicited or unauthorized advertisements, promotional
materials, "junk mail," "spam," "chain
letters" or other forms of solicitation to Users using the
Services.
- b. Storage of Communications. Company and its third party
service providers assume no responsibility for the deletion or
failure to store email messages, communications or other content
maintained or transmitted through the Services.
4. Paid Email Services Setup. Company will use commercially
reasonable efforts to complete the domain name server setup requirements
for Clients who are eligible for Paid Email Service Setup support.
However, Company does not make any warranty that it will be able
to successfully complete the domain name server setup requirements.
5. Support Services. If Client has subscribed to an Application
Service that includes Support or subscribes to a Premium Support
Service, Company will provide support as set forth by Company's
Premium Support Agreement.
II. Mail Plus Total Protection.
1. No Advertising. Mail Plus Total Protection is an advertisement-free
service; therefore, Client shall not post any advertisements (including,
but not limited to, banner or text ads, "pop-unders" or
"skyscrapers") on the Services Pages accessed by Mail
Plus Total Protection members. Furthermore, Client shall not send
any advertisements (excluding advertisements relating to Company's
services) to any Mail Plus Total Protection email address. Company
shall use commercially reasonable efforts to comply with these advertising
restrictions.
2. Fees and Payment.
- a. If a User has subscribed to Mail Plus Total Protection, then
that User shall pay the fees for Mail Plus Total Protection as
provided in the End-User Services Agreement and all related Exhibits
and amendments. Unless expressly provided otherwise in a written
agreement between Company and Client, Company shall pay Client
a one-time commission of ten (10) dollars U.S. for each new Mail
Plus Total Protection membership paid by Users who access the
Services through Client ("Client's Users").
- b. Company will remit a payment to Client for Mail Plus Total
Protection sixty (60) days after the end of the month in which
Company received the subject membership fees. Company shall make
such payments to Client on a monthly basis. However, Company need
not make any payment to Client until: Company has approved Client's
application for services and has received and accepted Client's
W-9 form; and the payment to Client would equal or exceed $50.00
U.S. In the case where the payment to Client would be less than
$50.00 U.S. but Client has otherwise met the requirements necessary
for obtaining payment, Company will accrue and hold monthly payments
due to Client until the aggregate amount due exceeds $50.00 U.S.
(or such lesser amount due Client in the event Client terminates
its relationship with Company).
3. Restrictions and Storage.
- a. Client shall not upload, post, email or otherwise transmit
unsolicited or unauthorized advertisements, promotional materials,
"junk mail," "spam," "chain letters"
or other forms of solicitation to Users using Mail Plus Total
Protection.
- b. Company and its third party service providers assume no responsibility
for the deletion or failure to store email messages, communications
or other content maintained or transmitted through Mail Plus Total
Protection.
5. Support Services. Company will provide customer support
to Mail Plus Total Protection Users as set forth by Company's End-User
Services Agreement, all Exhibits and amendments thereto, and Company's
Premium Support Agreement.
III. Revenue Services. Revenue Services include Plug-in-AdSales™
and any services that generate revenue for Client with either: (i)
the shared advertising space described in Section I.1.b., above;
or (ii) any advertising obtained by Company for Client.
1. Definitions.
- a. Ad Space(s). The Web page sections on the Web site
owned and operated by Client ("Client Site") that generate
Impressions, and any pop-up, pop-under or other advertising space
obtained through Company.
- b. Advertiser. A customer who buys Impressions on The
Everyone.net Network.
- c. Impression. One viewing of one advertisement sold,
or made available for sale, over The Everyone.net Network.
- d. Click-Through Rate. Ratio of the number of times an
advertisement is clicked on, to the advertisement's total number
of Impressions.
- e. The Everyone.net Network. Client Sites that use the
Services.
2. Minimum Requirement. Company reserves the right to terminate
Client's access to Plug-in-AdSales immediately should:
- a. The number of Impressions delivered by Client Site total
less than 25,000 per month;
- b. The unique Click-Through Rate falls below 0.5% for 7 consecutive
days; or
- c. Client's traffic falls below the membership threshold established
by Company from time to time.
3. Payment to Client. Unless expressly provided otherwise in
a written agreement between Company and Client, Company will pay Client
fifty percent (50%) of the "Net Revenues" generated from
the sale of Client's Impressions through The Everyone.net Network,
provided that in connection with Company's provision of pop-up or
pop-under advertising, Company shall be entitled to, and shall deduct,
an initial thirty percent (30%) of Net Revenues, prior to such fifty
percent (50%) share calculation, as a service fee for providing such
pop-up or pop-under advertising. For this purpose, "Net Revenues"
refers to the revenues invoiced and collected by Company from advertisers
for placement of Impressions minus all agency commissions or similar
charges, paid or credited in connection with the sale of the Impressions.
In lieu of a full termination of Client's Plug-in AdSales service
(as permitted under the terms described in Section 2 above) for failure
to maintain an adequate Click-Through Rate, Company may institute
a modified payment structure issuing a reduced payment percentage
commensurate with the level of Client Site's underperformance, as
Company may determine in its sole discretion. Company shall have the
right to terminate this Agreement or the Revenue Services portion
of this Agreement, upon ten (10) days notice, in the event that the
Client Site has underperformed, and Company has modified payments
to Client accordingly. In the event that Client breaches this Agreement,
Client agrees that all amounts owed by Company to Client shall be
retained by Company as payment for damages associated with breach
as such damages are difficult to ascertain.
- a. Payment Terms. If Client has more than one account,
each account is evaluated independently. Company will remit a
monthly payment to Client ninety (90) days after the end of the
month in which Impressions are sold through The Everyone.net Network.
Company will accrue and hold monthly payments due to Client until
the aggregate amount due exceeds $100.00 U.S. (or such lesser
amount due Client in the event Client terminates its relationship
with Company).
4. Content Protection. Clients must own or have the legal right
to use any and all material on Client Site, and have legal rights
to distribute all content, products, and services on Client Site.
5. Audit. Company shall have the sole responsibility for calculation
of statistics, including the number of Impressions and Click-Through
Rate. In the event Client disagrees with any such calculation, a written
request should be sent immediately to Company. Company will provide
Client with a reviewed audit of the numbers which shall be final and
binding on the parties.
6. Client Responsibilities. All advertisements on The Everyone.net
Network must be served from the Company server or obtained through
Company. Stored images that are loaded from a different location or
not obtained through Company will not count towards any statistic
or payment.
- a. Site Restrictions. Client Site: (i) cannot contain
or link to any prohibited site content described in Section I.1.c.
of this Agreement; (ii) cannot be hosted by a free home page service
or be a free domain, and must be the majority owner of the URL
provided by Client to Company in the text input box named "Site
URL;" (iii) must be written in English and target a U.S.
audience; (iv) must not contain a greater proportion of links
than original content; and (v) cannot be "under construction."
- b. Notification of Content Changes. To ensure compliance
with these terms and conditions, any Clients who change their
content after approval for usage MUST notify Company of the changes
in writing IMMEDIATELY. Company prefers that Clients provide notification
at least one business day (24 hours) prior to the implementation
of any major changes in content or design.
- c. Unacceptable Advertising Methods. The following methods
of generating user interest are unacceptable to Company and may
be grounds for dismissal from The Everyone.net Network: (i) use
of unsolicited email or inappropriate newsgroup postings to promote
Client Site; (ii) auto spawning of browser windows; (iii) automatic
redirecting of users; (iv) clicking of advertisements and links
by Client; (v) blind text links; (vi) misleading links; (vii)
framing the click-to destination of an advertisement; (viii) forcing,
paying, or otherwise incentivizing users to click on an advertisement;
or (ix) any other method that may lead to artificially high numbers
of Impressions, including, without limitation, meta refresh coding
or timed rotation of advertisement.
- d. Distribution of Codes. No Client may alter, copy,
modify, take, sell, re-use or divulge any of The Everyone.net
Network computer code, except as is necessary to partake in The
Everyone.net Network.
- e. Banner Placement Rules. Client may place only one
paid banner or skyscraper on any single Web page of Client Site,
and such banner or skyscraper must be displayed on the upper third
of the Web page. Client may not place advertisements: (i) on blank
Web pages with no content; (ii) on top of one another so that
more than two paid banners are on the same Web page; (iii) on
non-approved Web sites or Web pages; or (iv) in such a fashion
that may be deceptive to the user. However, Clients may provide
related links or recommendations regarding advertisers if such
actions reflect sound business practices.
- f. Pop-Up/Pop-Under Placement Rules. Client may place
only one set of pop-up and/or pop-under code on any single Web
page of Client Site for a maximum of no more than one pop-up and
one pop-under per Web page. Client may not: (i) place advertisements
on blank pages with no content; (ii) spawn a pop-up or pop-under
from another pop-up/pop-under type Web page; (iii) place advertisements
on non-approved Web sites or Web pages; or (iv) place advertisements
in such a fashion that may be deceptive to the user.
|
|
|
