Common use of Campaigns Clause in Contracts

Campaigns. a) ADVERTISER understands and agrees that unless otherwise agreed to in writing between COMPANY and ADVERTISER Campaigns will be promoted using third party publishers. b) ADVERTISER shall provide all creative and substantive materials ("Advertisements" or “Creative”) required for marketing the Campaign, including but not limited to: banners, language/text for promotional e-mail text, links, offers, promotions, key words and any other creative content as needed. COMPANY agrees to make no modifications to Creative without the express approval of ADVERTISER. As between COMPANY and ADVERTISER, ADVERTISER is solely responsible and liable for all Campaigns, any and all material to which consumers can link through the Campaigns, and any and all Advertisements utilized for marketing the Campaigns. c) ADVERTISER agrees to confirm the correct function of all Creative supplied to COMPANY within twenty-four (24) hours of the Campaign start. If no approval or denial of correct functioning is received within this time frame, COMPANY will assume that Creative is functioning properly and ADVERTISER agrees to pay for all impressions, clicks or leads derived from the Creative. All problems related to Creative should be immediately brought to the attention of the COMPANY account executive for ADVERTISER’S Campaign. d) COMPANY may modify the start date of a Campaign if the Creative or linking URL's are not delivered by that time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond COMPANY’s control. COMPANY agrees to use good faith efforts meet the agreed upon Campaign start date and to notify ADVERTISER of potential delays. e) ADVERTISER hereby grants to COMPANY, its affiliates and third party publishers a nonexclusive, transferable, limited, worldwide, royalty-free, revocable license to market, display, copy, transmit, distribute, and promote the Creative and Campaign(s) solely in connection with its obligations hereunder. Parties understand and agree that nothing in this ASA creates any right, title, or interest in the name, logos, or trademarks of ADVERTISER beyond the limited, revocable license given herein. f) All rights not specifically granted to ADVERTISER herein are reserved by COMPANY. Without limiting the generality of the foregoing, COMPANY expressly reserves the right to: (i) refuse any advertising request, cancel or require modification to any Campaign that does not completely conform to every material detail, instruction, method, and guideline set forth in the Insertion Order; (ii) refuse any Creative that does not arrive forty-eight (48) hours prior to the start date; (iii) refuse or cancel the use of any Campaign that it deems, in its reasonable discretion, inappropriate; (iv) refuse at any time to publish or transmit any Creative, including Creative that it believes is without limitation an invasion of privacy, degrading, libelous, profane, obscene, pornographic, tending to ridicule or embarrass, in bad taste, an infringement of a trademark, trade name and/or copyright, or is otherwise unlawful in any way; (v) refuse or cancel any Campaign which redirects traffic to a website other than the site specifically identified in the Insertion Order; (vi) refuse or cancel any Campaign which on its face asks consumers to take advantage of other or additional offers not specifically identified in the Insertion Order; or (vii) suspend performance in the event that COMPANY has a good faith belief that ADVERTISER is or will soon be unable or unwilling to perform under this ASA. COMPANY shall notify ADVERTISER of all refusals or cancellations within forty-eight (48) hours of its decision. Any Campaign rejected by COMPANY may be replaced by ADVERTISER; provided that any such replacement material must be in writing and accompanied by appropriate material identifying the Campaign that it is to replace. COMPANY shall notify ADVERTISER of the rejection or cancellation of any Campaign, based on any of the foregoing criteria, and shall have no liability to ADVERTISER for any such rejection or cancellation.