This is an agreement between TTZ Media, Inc. ("TTZ Media") and you ("you" or "Associate") to use the TTZ Media Material(s). You first need to read and agree to the terms of TTZ Media Associate Agreement. If the terms are acceptable to you, you may apply to join the TTZ Media Associate Program.
You agree to the following terms and conditions in order to use the TTZ Media Materials:
By submitting a complete Application, you acknowledge and agree that you have read and understand this Agreement, and that if your Application is accepted, this Agreement shall, immediately upon such acceptance, become a legal agreement between you and TTZ Media. The terms and conditions of this Agreement shall govern your participation in the TTZ Media Associate Program.
For purposes of this Agreement, the following terms will have the indicated meanings:
To apply for enrollment in the Associate Program, you must accept the terms of the Associate User Agreement, then fill out an online application to our program. TTZ Media will notify you of TTZ Media's acceptance or rejection of your application. TTZ MEDIA MAY REJECT YOUR WEB SITE FOR ANY REASON WHATSOEVER, IN TTZ MEDIA'S SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO A DETERMINATION THAT YOUR WEB SITE: (1) is unsuitable for or incompatible with the Associate Program; (2) incorporates images or content that is in any way libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, hateful, harmful, harassing, racially or ethnically discriminatory or otherwise objectionable; (3) incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights; (4) is an incentive-based Web site, such as a lottery or sweepstakes site which rewards users for clicking on links; (5) engages in activities that violate the TTZ Media Privacy Policy or Spam Policy; or (6) openly encourages users to click on banner ads or other sponsored links to support the site.
During the term of this Agreement, each party to this Agreement may receive or have access to certain information from or about the other party that such other party may consider confidential ("Confidential Information"). Confidential Information does not include information that is generally known and available, or in the public domain through no fault of the receiving party. Confidential Information includes any Keywords and TTZ Media statistics, whether individually or compilations thereof. The receiving party agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow one party or third parties to unfairly compete with the other party resulting in irreparable harm to non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. In addition, if the non-breaching party prevails in any legal dispute hereunder, it shall be entitled to collect its reasonable attorneys' fees and expenses. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and U.S. federal courts having within their jurisdiction the location of TTZ Media's principal place of business. Each party consents to the jurisdiction of such courts. All obligations under this Section 8 survive for 3 years after termination of the Agreement.
TTZ MEDIA WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT TTZ MEDIA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL TTZ MEDIA'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT OF COMMISSION PAYMENTS MADE TO YOU UNDER THIS AGREEMENT.
You shall defend and/or settle, and pay damages awarded pursuant to, any third party claim brought against TTZ Media, arising from or in connection with a breach of any warranty, representation or covenant made by you under this Agreement. TTZ Media shall cooperate with you, at your expense, in defending or settling such claim. You will not enter into any settlement or compromise of any such claim without TTZ Media's prior written consent, which shall not be unreasonably withheld.