These Gold Lasso Publishing Program Terms of Service comprise a legal agreement between You, meaning the company that You represent, and Gold Lasso, Inc., doing business as, and sometimes referred to herein as Gold Lasso, and governs the general terms of Your participation in Gold Lasso’s Publishing Program, and if applicable, Your use of Gold Lasso’s proprietary software as a service (SaaS) technology, eLoop. BY EXECUTING THE GOLD LASSO PUBLISHING PROGRAM WORKSHEET, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE HEREIN. If you do not agree to these Terms of Service do not execute Gold Lasso’s Publishing Program Worksheet or use the eLoop services.
A. DEFINITIONS
1.“Commissions” shall be amounts payable to You under this Agreement as a percentage of Qualified Revenues collected by Gold Lasso on Your behalf.
2.“Qualified Revenues” shall mean any monies actually collected by Gold Lasso from third-party advertisers or advertising networks as a result of using Gold Lasso’s products and services in connection with any performance-based marketing. Qualified Revenues shall not include applicable taxes, surcharges or other costs of Lasso maintaining third-party relationships.
3.“eLoop or eLoop Network” is Gold Lasso’s proprietary email marketing software and systems.
4.“mLoop” is another brand name for eLoop that Gold Lasso uses for marketing purposes. Any reference to mLoop herein shall be interpreted as eLoop.
5.“RegReady” is a DBA of Gold Lasso, Inc. and shall mean proprietary systems for facilitating performance based marketing transactions.
6.“Ad Unit or Ad Units” shall mean Gold Lasso’s proprietary methodologies for displaying performance-based advertising.
7.“Services” and or “Products” shall mean any of Gold Lasso’s products or services it provides to its stakeholders.
8.“Properties or Property” means Your email transmissions, Web site(s), social media applications, media player(s), video content, mobile content, mobile applications, RSS and Atom feeds or any other digital marketing medium that is acceptable under these Terms and Conditions.
B. PURPOSE
You have agreed to an arrangement whereby You shall use Gold Lasso’s products and services to generate Qualified Revenue from third party advertisers and or ad networks.
C. YOUR APPOINTMENT
You are hereby appointed as a non-exclusive independent contractor, to send email transmissions for the purposes of generating qualified revenue using Gold Lasso’s proprietary advertising units. You hereby accept such appointment on the terms and conditions set forth herein. You acknowledge that Gold Lasso is free to retain other third parties for such similar relationships as outlined in this Agreement.
D. GOLD LASSO OBLIGATIONS
a. You may place Gold Lasso’s Ad Units in mutually agreeable areas within Your proprietary email transmissions. Mutually agreeable areas are determined by using graphical representations that Gold Lasso creates for Your approval. Gold Lasso agrees to only serve advertisements within the mutually agreed to Ad Units and their respective placements to generate Qualified Revenue. Gold Lasso’s technology and ad serving will not interfere with other advertising relationships you may have.
b. You agree that all non personally identifiable data shared with Gold Lasso as a result from using its Ad Units (such as MD5#, cookies, and user agent and device information) will become mutually owned with commercial rights by advertisers, or advertising networks, and Gold Lasso, only when an email subscriber views and or clicks on an Ad Unit.
c. Gold Lasso shall pay earned Commissions to You according to the Gold Lasso Publishing Program Worksheet. Accrued Commissions are only paid to You after Gold Lasso collects Qualified revenues from its advertising partners and networks. Your Gold Lasso records shall be deemed correct for purposes of calculation Qualified Revenues and the Commissions. Commissions paid on Qualified Revenues which are subsequently credited back to Gold Lasso shall be deducted from future Commissions due to You.
e. At the time of Commission payment, Gold Lasso shall furnish to You a written statement detailing the Commissions payable to You for the applicable period.
f. Gold Lasso shall designate a person to serve as contact for all communications between Gold Lasso and You.
E. WARRANTIES
By executing Gold Lasso’s Publishing Program Worksheet and by participating in Gold Lasso’s Publishing Program, You make the following representations and warranties. Gold Lasso shall have the right to terminate Your Publishing Program participation, without notice at any time, if any representation warranty made by You proves to be untrue in any respect.
You represent and warrant that:
a. You have the legal capacity and authority to; (i) enter into binding contracts for the sale and purchase of goods and services, (ii) be bound by these Terms of Service.
b. You will not use any Gold Lasso product or service for any purpose that is unlawful, or prohibited by these Terms of Service
c. All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration and payment process;
By using the eLoop Network, You agree that You will defend and indemnify Gold Lasso and its suppliers from any third party claim related to a breach of any of the foregoing warranties.
Gold Lasso represents and warrants that:
a. Gold Lasso has the legal capacity and authority to; (i) enter into binding contracts, (ii) be bound by these Terms of Service (iii) to grant all rights provided hereunder and to perform all of its obligations;
b. The Gold Lasso Publishing Program and any software, code, technology, or other materials provided by Gold Lasso and/or required for You to use the Services do not violate or infringe upon the rights of any third party; and do not violate any law, rule, or regulation;
c. The Ad Units, including any and all content or materials contained therein, do not and shall not violate any law or the legal or equitable right of any person or entity and will contain no material that infringes or violates any personal property rights of others or that constitutes defamation, invasion of privacy, an infringement of the intellectual property rights of any third person, or is otherwise unlawful.
d. Gold Lasso shall not collect any personally identifiable information about users of Your email transmissions and Gold Lasso’s use of any data received in connection with this Agreement shall be in accordance with its privacy policy, all application laws, rules, and regulations, and the terms of this Agreement.
e. Neither the Services nor the Ad Units will cause the download or delivery of any software application, virus, Trojan horse, worm, spyware, adware, or other harmful or malicious code of any kind.
F. YOUR OBLIGATIONS
a. You agree to place and maintain the integrity of Gold Lasso’s advertising serving code that enables Gold Lasso to serve advertising to generate Qualified Revenue on Your property(s) at all times during the term indicated in Section 2: Effective Date & Agreement Term in Your executed Gold Lasso Publishing Program Worksheet. Changing, altering or manipulating Gold Lasso’s ad serving code without prior written approval from Gold Lasso, or preventing or blocking Gold Lasso from serving qualified revenue advertising opportunities on Your Property(s) is strictly prohibited and constitutes a violation this Agreement.
b. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate leads, or impressions of or clicks on any Ad Unit(s), through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or computer generated requests, (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad Unit(s), or remove, obscure or minimize Ad Unit(s) in any way without authorization from Gold Lasso; (iii) block, inhibit, deter or prevent any data from Ad Unit(s), or third-party providers involved in the Gold Lasso Service (iv) display any Ad Unit(s) on any Property(ies) that contains any pornographic, hate-related, violent, or illegal content; (v) directly or indirectly access, launch, and/or activate Ad Unit(s), through or from, or otherwise incorporate Ad Unit(s) in any software application, web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vi) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Ad Unit(s) , or any part, copy, or derivative thereto; (vii) act in any way that violates any terms of service herein, or as may be revised from time to time, or any other agreement between You and Gold Lasso (viii) disseminate malware; (ix) create a new account to use services described herein after Gold Lasso has terminated this Agreement with You as a result of Your breach of this Agreement; or (x) engage in any action or practice that reflects poorly on Gold Lasso or any of it’s affilliates or otherwise disparages or devalues Gold Lasso’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement, and you fail to cure such breach within 10 days after receipt of written notice from Gold Lasso, Gold Lasso may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or the termination of this Agreement, and the pursuit of all available civil or criminal remedies.
c. You shall be responsible for and pay all expenses in connection with Your performance of this Agreement.
d. You shall designate a person to serve as contact for all communications between Yourself and Gold Lasso.
e. You acknowledge that Gold Lasso's ad serving technology places advertisements in digital image format that in some cases may render some fonts differently than HTML. Your acceptance of this agreement confirms that Gold Lasso's ad serving technology meets your formatting requirements.
f. You shall have no right or authority to use Gold Lasso’s products and services for any business outside the scope of this Agreement. You agree not to resell, distribute or market any of Gold Lasso’s products or services.
G. RELATIONSHIP OF PARTIES
a. You and Gold Lasso acknowledge and agree that the relationship between both parties is solely that of independent contractors, and nothing herein shall be construed to constitute the parties as employer/employee, agent/principal, partners, joint ventures, co-owners, or otherwise as participants in a joint or common undertaking. Employees of one party shall not be entitled to benefits of any nature whatsoever provided by the other party to its employees. Neither You nor Gold Lasso (or their respective agents, employees or Agents) shall have any right, power nor authority to act or create any obligation, expressed or implied, on behalf of the other.
b. As an independent contractor, You shall be responsible for any and all tax withholding (including FICA, FUTA, and IRS withholding) and Workers’ Compensation coverage for him/herself and for their employees.
c. You shall have no right to enter into any contract or agreement, written or oral, on behalf of Gold Lasso or to bind Gold Lasso in any respect whatsoever, and without limiting the generality of the foregoing. You shall not sign any contracts or accept or confirm any orders on behalf of Gold Lasso or accept any payment from any third party of an obligation due to Gold Lasso and shall not make any representation, guarantee, condition, or warranty with respect to orders, unless such representation, guarantee, condition or warranty is expressly authorized in writing by Gold Lasso.
H. LIMITATIONS OF LIABILITY AND DISCLAIMERS
a. Your access to and use of products and services of Gold Lasso, is at Your own risk. Even though Gold Lasso makes every best effort to ensure the security of its network by using 128bit SSL (Secured Socket Layer) technology and other security practices to protect its client’s data, Gold Lasso makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of its products or services. Without limiting the foregoing, NEITHER GOLD LASSO NOR ITS RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN eLoop FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. GOLD LASSO AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. IN NO EVENT SHALL YOU OR GOLD LASSO OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION: ARISING FROM THIS AGREEMENT
c. DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF ELOOP OR RELATED SERVICES, OR WITH THE DELAY OR INABILITY TO USE SERVICES DESCRIBED HEREIN;
i. THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH GOLD LASSO; OR
ii. OTHERWISE ARISING OUT OF THE USE OF GOLD LASSO’S SERVICES , WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF GOLD LASSO OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF WITH ANY OF THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES DESCRIBED HEREIN.
I. INDEMNITY
Both You and Gold Lasso agree to defend, indemnify and hold each other and its suppliers harmless from and against any and all third-party claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from unintentional violation of these Terms of Service (including, without limitation, violation of representations and warranties), or any third-party’s rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of Your relationship with Gold Lasso or Your use Gold Lasso’s products or services.
J. ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS
a. Gold Lasso reserves the right to deny in its sole discretion any user access to any product or service or any portion thereof without notice.
b. You are responsible for safeguarding the confidentiality of Your account information (including password(s) and user name(s) issued to You) and for any use or misuse of Your account resulting from any third party using a password or user name issued to You, except to the extent such use or misuse was due to a security breach or otherwise unauthorized by You. You agree to notify Gold Lasso immediately of any known or suspected unauthorized access to or use of Your account, Your password, the password of any individual user to whom You have issued a login ID or any other breach of security or misuse of products or services known to or suspected by You. You may change Your password at any time by following instructions in Your account.
c. You hereby authorize Gold Lasso to rely on any data, notice, instruction or request furnished by You to Gold Lasso, or that Gold Lasso reasonably believes to have been furnished by You. You are solely responsible for maintaining the confidentiality of Your account information and monitoring usage of Your account. Gold Lasso is not responsible for fraud of participants or of other users of your account.
K. DISPUTE RESOLUTION
a. Any controversy or claim arising out of or relating to any part or parts of this Agreement, or any breach thereof, shall be litigated in the Circuit Courts of Montgomery County in the State of Maryland, U.S.A. You and Gold Lasso hereby irrevocably consent to the exclusive jurisdiction and venue of the Circuit Courts in Montgomery County, Maryland, in all disputes arising out of or relating to the use Gold Lasso’s products or services.
b. These Terms of Service and the Additional Terms shall be governed by the laws of the State of Maryland. You and Gold Lasso waive any rights we may have to trial by jury.
c. The prevailing party in any such litigation shall be entitled to reimbursement of its attorney’s fees and costs.
L. GENERAL
a. These Terms of Service are governed by the laws of the State of Maryland, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Montgomery County, Maryland, U.S.A. in all disputes arising out of or relating to the use of Gold Lasso’s products or services.
b. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Gold Lasso as a result of these Terms or Service.
c. Gold Lasso’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of Gold Lasso’s right to comply with governmental, court and law enforcement requests or requirements relating to Your use of its products and services or information provided to or gathered by Gold Lasso with respect to such use.
d. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service shall continue in effect.
e. Unless otherwise specified herein, these Terms of Service and the Publishing Program Worksheet, constitute the entire agreement between the user and Gold Lasso with respect to the eLoop Network and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Gold Lasso with respect to Gold Lasso’s products and services.
f. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
g. Gold Lasso reserves the right to disclose any information, content, or materials as necessary to satisfy any applicable law, regulation, legal process or government request.
h. Any rights not expressly granted herein are reserved by Gold Lasso, including all legal and equitable remedies available to Gold Lasso or violation of any of these Terms of Service.
M. COPYRIGHT AND TRADEMARK NOTICES
All contents of the eLoop Network are: Copyright © 2002 - 2015 Gold Lasso, Inc. and/or its suppliers, c/o Gold Lasso, Inc. 25B Chestnut Street Gaithersburg, MD U.S.A. All rights reserved.
N. TRADEMARKS
a. “Permission Starts Here” is either a trademark or registered trademark of Gold Lasso, Inc. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
b. Any rights not expressly granted herein are reserved by Gold Lasso.
O. DISCLAIMERS
Without limiting any other applicable disclaimers or limitations, and except as otherwise stated herein, Gold Lasso disclaims any and all representations, warranties and conditions, express or implied, that the operation of Gold Lasso’s products or services will be available, error-free or secure. You acknowledge that the security mechanisms contained in Gold Lasso’s products or services have inherent limitations, and You are solely responsible for determining if use of them sufficiently meets Your requirements.