Gold Lasso Advertiser Terms And Conditions

1. Definitions.

(a) Campaign means a Campaign provided by, or on behalf of, Advertiser to Gold Lasso, Inc. pursuant to any Insertion Order.

(b) Click means a click from a unique user on an advertisement provided by, or on behalf of, Advertiser to Gold Lasso, Inc. pursuant to any Insertion Order.

(c) CPC means cost per Click.

(d) CPM means cost per thousand impressions.

(e) Gold Lasso Network means the online network owned and operated by Gold Lasso, Inc. that serves advertising over email and the world wide web.

(f) Leads means leads generated for Advertiser via Campaigns.

(g) Offers means an advertisement, headline and/or content related to an advertisement provided by, or on behalf of, Advertiser to Gold Lasso, Inc. pursuant to any Insertion Order.

(h) Term means the period between the execution of this IO and the Campaign End Date.


 

2. Advertising Services.

Advertiser hereby grants Gold Lasso, Inc. a nonexclusive, limited, revocable license to (i) market, display, perform, copy, transmit, and promote the Campaign(s) in connection with its obligations hereunder (ii) market, display, perform, copy, transmit, and promote the Campaign(s) on the Gold Lasso Network.

Gold Lasso, Inc. in its sole discretion, may refuse to market, display, perform copy, transmit, or promote any Campaign that it deems inappropriate for any reason. While an executed Insertion Order means that both parties have reached an agreement in good faith, it in no way obligates Gold Lasso, Inc. to promote any campaign in any fashion.

Invoices are generated monthly or when Advertiser’s credit limit has been reached. When credit limit is reached, Gold Lasso will invoice the advertiser and charge the above credit card.

 

3. Terms of Payment.

Gold Lasso requires a prepayment from all new advertisers. Invoices are generated monthly or when Advertiser’s credit limit has been reached. When credit limit is reached, Gold Lasso will invoice the advertiser and charge the credit card supplied by the Advertiser to Gold Lasso. The decision as to whether to allow Advertiser to choose between invoice and credit card rests solely with Gold Lasso.

All outstanding balances owed by Advertiser to Gold Lasso, Inc. are due as detailed in the IO above. In the event that Advertiser fails to timely pay any amount due to Gold Lasso, Inc., Gold Lasso, Inc. may immediately pause and/or terminate campaigns. Invoices for billing purposes shall be calculated solely based on records maintained by Gold Lasso, Inc.

The individual signing this Insertion Order is the authorized cardholder for the credit card listed above. Advertiser authorizes Gold Lasso to initiate credit card charges directly to the credit card supplied by Advertiser for all amounts due upon delivery of invoice. Credit card information will be kept on file and any future invoices will be charged to this card..

Payments shall be made by method set forth on the face of this IO.

Unless agreed to in writing above, Gold Lasso, Inc. shall not accept any reversals, chargebacks,  on any campaign.

In the event that Gold Lasso, Inc. has not received payment in full within thirty (30) days of the invoice date, Advertiser shall pay Gold Lasso, Inc. an additional one and one-half percent (1.5%) of the outstanding balance per month, or the maximum amount allowable under Maryland law, whichever is less, until the outstanding balance is paid in full. Gold Lasso, Inc. reserves the right to remand any past due balance to a collection agency upon providing 5 days notice to the Advertiser.

 

4. Term and Termination.

This IO shall be effective during the Term, if not earlier terminated as provided in this Section 3. Either party may terminate this IO with forty-eight (48) hours advance written notice (e-mail is acceptable). Gold Lasso, Inc. requires a minimum of twenty-four (24) hours notice to pull any Campaign; if Advertiser provides less than twenty-four (24) hours notice, Advertiser may be liable for loss of revenue for the remaining time period.

 

5. Auditing and Tracking of Campaigns.

Advertiser acknowledges that Gold Lasso, Inc. will use a web and email-based tracking system to verify the performance of Campaigns, and Advertiser agrees that Gold Lasso, Inc. may place tracking code on third party websites and email newsletters if necessary to implement such system. Gold Lasso, Inc. shall provide reporting and usage statistics, in a manner and format mutually agreeable to the Advertiser and Gold Lasso, Inc., at least as often as monthly and more frequently upon reasonable request of the Advertiser.

 

6. Indemnity.

Advertiser shall indemnify, defend and hold harmless Gold Lasso, Inc. and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorney’s fees) (collectively, losses) arising from or related to (i) any breach by Advertiser of this IO or (ii) the alleged violation, misappropriation or infringement of the intellectual property rights of, or any other legal or statutory rights of, or the defamation of, any third party arising from or otherwise related to the content of any advertisements provided by Advertiser to Gold Lasso, Inc.

 

7. Confidentiality.

In connection with the business relationship contemplated by these Terms and Conditions and the Insertion Order in which they are incorporated, each party may receive or have access to commercially valuable technical and non technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for software, trade secrets, know how, Advertiser lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and such party’s contemplated plans, strategies and prospects (Confidential Information). Each party acknowledges and agrees that any Confidential Information received or obtained from the disclosing party will be the sole and exclusive property of the disclosing party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under these Terms and Conditions and the Insertion Order in which they are incorporated or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.

 

8. Trademarks and Proprietary Rights.

(a) If Advertiser possesses any pre-existing copyright interests in its Campaigns, Advertiser grants Gold Lasso, Inc. a limited, nonexclusive, non-transferable license to use, reproduce and distribute the Offers in accordance with these Terms and Conditions. Each license granted in this Section 7(a) is hereinafter referred to individually as Licensed Property. (b) Each party owns and shall retain all right, title and interest in its trade names, logos, trademarks, databases, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know-how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know-how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future (Intellectual Property). Except as provided in these Terms and Conditions, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express written consent of such party.

 

9. Representations and Warranties.

Each party represents and warrants to the other party that: (i) such party has all necessary right, power and authority to enter into these Terms and Conditions and the Insertion Order in which they are incorporated and to perform its obligations under these Terms and Conditions and the Insertion Order in which they are incorporated; and (ii) nothing contained in these Terms and Conditions and the Insertion Order in which they are incorporated or required by such party’s performance hereunder or thereunder will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws and the performance of these Terms and Conditions and the Insertion Order in which they are incorporated shall not infringe or violate upon the Intellectual Property rights of any third party. The Advertiser represents and warrants that no part of the Offers will infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy. Any personally identifiable information, including without limitation e-mail addresses, included in the Leads generated by the Campaign(s) shall be accessed, used, collected, maintained or transferred to third parties (if applicable) in strict compliance with (a) all privacy laws, including, without limitation the Fair Credit Reporting Act and the Children’s Online Privacy Protection Act; (b) the Can-Spam Act of 2003; and (c) Advertiser(s) published privacy policy at the time such personally identifiable information is transferred to Advertiser. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE DISTRIBUTION MEDIA, PRODUCTS AND SERVICES CONTEMPLATED BY THESE TERMS AND CONDITIONS AND~THE INSERTION ORDER IN WHICH THEY ARE INCORPORATED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING LOST PROFITS). THE LIMIT OF EITHER PARTY’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) IN ANY MANNER RELATED TO THESE TERMS AND CONDITIONS AND THE INSERTION ORDER IN WHICH THEY ARE INCORPORATED , EXCEPT AS PROVIDED FOR IN SECTIONS 5 AND 8 OF THESE TERMS AND CONDITIONS, FOR ANY AND ALL CLAIMS, SHALL NOT IN THE AGGREGATE EXCEED THE AMOUNTS OWED TO Gold Lasso, INC. BY ADVERTISER AS DEFINED BY THESE TERMS AND CONDITIONS AND THE INSERTION ORDER IN WHICH THEY ARE INCORPORATED. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN TWELVE (I2) MONTHS FROM THE DATE THE CLAIM OR CAUSE OF ACTION FIRST AROSE OR BE DEEMED WAIVED.

 

10. Governing Law.

The rights and obligations of the parties under these Terms and Conditions and the Insertion Order in which they are incorporated shall be governed by and construed under the laws of the Maryland without reference to conflict of laws principles.

 

11. Force Majeure.

Neither party shall be deemed in default of these Terms and Conditions and the Insertion Order in which they are incorporated to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

 

12. Notice.

Any notice, communication or statement relating to these Terms and Conditions and the Insertion Order in which they are incorporated shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated in the Insertion Order.

 

13. Successors and Assigns.

These Terms and Conditions and the Insertion Order in which they are incorporated shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

 

14. Amendments and Waivers.

The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under these Terms and Conditions and the Insertion Order in which they are incorporated shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. No change, amendment or modification of any provision of these Terms and Conditions and the Insertion Order in which they are incorporated shall be valid unless in writing signed by both parties.

 

15. Entire Agreement.

These Terms and Conditions and the Insertion Order in which they are incorporated sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of these Terms and Conditions and the Insertion Order in which they are incorporated. If any provision (or part thereof) of These Terms and Conditions and the Insertion Order in which they are incorporated is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of these Terms and Conditions and the Insertion Order in which they are incorporated shall remain in full force and effect and bind the parties according to its terms.
 

16. Relationship of the Parties.

Each party hereto shall be and act as an independent contractor and not as partner, joint venture, or agent of the other. Advertiser acknowledges that Gold Lasso, Inc. and Advertiser are not partners or affiliates, and that neither Gold Lasso, Inc. nor Advertiser can make any representations, warranties or guarantees on behalf of the other.

 


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