THESE CONTENT PROMOTION TERMS OF USE (THE “TERMS”) ARE ENTERED INTO BY AND BETWEEN THE PERSON OR ENTITY THAT EXECUTES THESE TERMS OR THAT ACCEPTS THESE TERMS ELECTRONICALLY, TOGETHER WITH ANY PERSON, ENTITY, COMPANY OR ORGANIZATION FOR WHOM SUCH PERSON OR ENTITY IS ACTING AS A REPRESENTATIVE HEREUNDER (COLLECTIVELY, “YOU” OR “YOUR”), AND OPEN ROAD INTEGRATED MEDIA, INC. (“WE”, “OUR”, “US” OR “OPEN ROAD”). THESE TERMS GOVERN YOUR PARTICIPATION IN OUR ADVERTISING PROGRAM WHEREBY YOU MAY ADVERTISE E-BOOKS FOR SALE FROM TIME TO TIME (THE “PROGRAM”). PLEASE READ THESE TERMS CAREFULLY BEFORE SUBMITTING ANY CONTENT TO US OR BEFORE OTHERWISE PARTICIPATING IN THE PROGRAM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT PARTICIPATE IN THE PROGRAM.

  1. You represent and warrant that you are over 18 years of age, and that you are fully able and competent to enter into these Terms and to comply with them. If you acting on behalf of any person, company, entity, or organization, you also represent and warrant that you are the authorized representative of such person, company, entity, or organization and that you have the authority to bind such person, company, entity or organization to these Terms.

 

  1. E-books; Content. An “E-book” means a digital or electronic version of a book of which you are the author or for which you are otherwise authorized to act as a representative under these Terms. “Content” means, collectively, any creative assets that you submit to us for advertising purposes in connection with the promotion or marketing of one or more E-book(s), including without limitation text, drawings, art, pictures, images, sound, audio, video, content, photographs and other materials. We reserve the right to publish or not publish any Content you submit, and/or to remove the Content (even if initially published) at any time.

 

  1. Content Submission; License. You will provide us the Content in accordance with any specifications, deadlines and instructions that we require from time to time. For newsletter promotions, we reserve the right to remove any E-book if we have not received all necessary Content by 5pm EST the day before the date of the promotion. You hereby grant us a non-exclusive, worldwide, royalty-free, sublicenseable, transferable license to use, publish, reproduce, reformat and resize for technical purposes, distribute, display, and adapt the Content in websites, applications and/or newsletters which we own and/or operate, or on which we otherwise have the right to engage in marketing, advertising, content syndication or other promotional activities (collectively, “Open Road Properties”) in connection with the marketing, promotion, sale or distribution of the E-books. Such license shall be sublicensable to the third party vendors or partners with whom Open Road works for the purpose of marketing and promoting the E-books (e.g., email newsletter vendors, advertising or creative agencies, content syndication partners, etc.). Open Road shall have the right to: (i) create or utilize third parties to create new promotional, marketing and advertising material consisting of descriptive copy the E-books (“Open Road Marketing Materials”) and to use and display the Open Road Marketing materials in conjunction with, next to or as part of your Content. However, we will not edit your E-book or make changes to your E-book’s cover. You are solely responsible for your Content, and for the E-books advertised within or in connection with the Content. You retain ownership of the copyright in the Content, and E-books subject to the rights granted to us in these Terms.

 

  1. No Confidentiality; Agreement to Open Road Privacy Policy. You agree not to disclose Open Road’s Confidential Information without our prior written consent. “Open Road’s Confidential Information” includes: (a) all Open Road software, technology and documentation relating to the Program; (b) pricing and fees as pertaining to the Program (c) click-through rates or other statistics relating to any Open Road Property performance as pertaining to the Program; and (d) any other information made available by Open Road that is marked confidential or that would normally be considered confidential from the nature of the information or under the circumstances in which it is disclosed. Open Road’s Confidential Information does not include information that you already knew prior to your use of the Program, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. We do not wish to receive or hold any materials from you in confidence. Therefore, you agree that no confidential relationship or obligation of secrecy is established between you and us with respect to the Content, E-books or these Terms. You have read and agree to the terms of our privacy policy and to the terms of use of our website.

 

  1. No Warranties; Disclaimer. We may publish without restriction other content on the same or similar topics as that of the Content. WE MAKE NO GUARANTEES, REPRESENTATIONS, WARRANTIES, OR PROMISES WHATSOEVER REGARDING ANY RESULTS OR PERFORMANCE OF ADVERTISING ON ANY OPEN ROAD PROPERTIES, OR THE NATURE OR LEVEL OF EXPOSURE THAT YOU, THE CONTENT OR E-BOOKS WILL RECEIVE THROUGH OR IN CONNECTION WITH ANY OPEN ROAD PROPERTIES. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT GUARANTEE THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.

 

  1. Payment; Reporting; No Cancellation or Refunds. You will pay all charges incurred in connection with advertising your Content or E-book through the Program, in immediately available funds or as otherwise approved by Open Road, in advance of the advertising campaign. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You will be solely responsible for paying all taxes and other government charges, and all reasonable expenses and attorneys’ fees that we incur in collecting late payments. Charges are solely based on our measurements for the Program and the applicable billing metrics as determined by us (e.g., clicks or impressions). Within a reasonable time of our receipt of your written request, we will provide you with data on clicks received for the promotion of your Content on the Open Road Properties. Each of your advertising campaigns hereunder is non-cancelable, and amounts paid in connection with these Terms are non-refundable unless we determine, in our sole discretion, that there was a clear error on our part in connection with your advertising campaign.

 

  1. If you provide to us any feedback about the Open Road Properties or any of our products, services, programs or materials, we shall own all rights in and to such feedback and any materials, content, ideas, inventions or enhancements developed with the assistance of such feedback without compensation to you.

 

  1. Third Party Sites. You may encounter links to other websites or media (“Third Party Sites“) on the Open Road Properties. Be aware that no Third Party Sites are endorsed, supported, or controlled by us. You agree that the accountability for Third Party Sites, including their content, privacy policies and practices, lies solely with the owners and operators of such Third Party Sites and not with us. By participating in the Program or using any Open Road Properties, you expressly relieve us from any and all liability arising from your use of any Third Party Site.

 

  1. Representations and Warranties. You represent and warrant to us that (a) you have the full right and authority to enter into these Terms and to perform your obligations herein; (b) you own or have sufficient rights in and to, and have secured all necessary rights, releases and approvals in and to, the Content and E-books in order to grant the rights in these Terms regarding such Content and E-books to us; (c) you have provided us with your real name and contact information, and you will notify us promptly in writing if such information changes; (d) the Content and E-books are each an original work created by you or by the person or entity for whom you are an authorized representative; (e) you own the copyright in the Content and E-books or are the authorized representative of the copyright owner; (f) the Content and E-books do not contain any express or implied statements of fact that are untrue, false, or misleading; (g) the Content and E-books do not infringe the copyrights, trademarks or other rights of any third party; (h) the Content and E-books do not contain any viruses, worms, malware or other harmful or destructive material; (i) the use, with reasonable care and skill, of any instruction, advice or material contained in the E-books is not likely to result in injury and the E-books contain appropriate warnings and safety precautions concerning any particular hazards that may be involved in the use of any such instruction, advice or material, (j) the E-books may be marketed, promoted, advertised and distributed as contemplated by this Agreement without violating or infringing the rights of any person or entity, including without limitation infringing any copyright, patent, trademark or right of privacy or other intellectual or industrial property right, title or interest of any party and without obligating Open Road to pay any fees to any third parties, and (k) the Content and E-books do not contain any defamatory, libelous, obscene, pornographic, hate-promoting, discriminatory, fraudulent, misleading, threatening, abusive, harassing, or similarly unlawful material. You further represent and warrant that you are familiar with, and will abide by, the Federal Trade Commission’s endorsement guides (16 CFR Part 255) and will at all times err on the side of full disclosure and avoid any conflicts of interest or the appearance of conflicts of interest with respect to the Content and E-books. This means, for example, that you will not write about a product, service, or business in which you have a financial interest unless you clearly and conspicuously disclose that financial interest. For additional details see https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. If any of the Content and E-books you are submitting is, or is characterized as, non-fiction, you represent and warrant that such Content or E-book is a true experience and that it is correct and accurate in all respects.

 

  1. You will indemnify and hold harmless Open Road and its parents, subsidiaries, affiliates, suppliers, licensors, distributors, retailers and partners and the officers, directors, employees, agents and representatives of each of them from and against any and all damages, costs, liabilities, obligations, losses, debts and expenses of any kind or nature (including without limitation reasonable legal fees and costs) based on, arising out of or in any way related to: (i) an actual or alleged breach of any of your representations, warranties and/or obligations in these Terms; (ii) your use of the Open Road Properties or your participation in the Program, (iii) the Content and E-books; and/or (iv) any infringement or violation by you of any intellectual property right, proprietary right or other right of any person or entity. You may not settle any claim without our prior written consent.

 

  1. Limitation on Liability. IN NO EVENT SHALL OPEN ROAD OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS, THE PROGRAM, OR USE OF THE CONTENT OR E-BOOKS, EVEN IF OPEN ROAD HAS OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY AND OPEN ROAD AND ITS SUPPLIERS’ TOTAL AGGREGATE LIABILITY RELATING TO OR IN CONNECTION WITH THESE TERMS, THE PROGRAM, THE CONTENT OR E-BOOKS UNDER ANY THEORY OF RECOVERY SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU FOR THE PROGRAM IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION AND/OR CLAIMS IN THE AGGREGATE FOR ANY REASON. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT OUR ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THESE TERMS.

 

  1. You acknowledge that there is no partnership, joint venture, employment, consulting or other such relationship between you or us (each a “Party” and together the “Parties”). These Terms are binding upon, and will inure to the benefit of the Parties, including their respective licensees, successors, and assigns. We may assign, license or transfer any or all of the rights you have granted to us to any other person or entity. You may not transfer or assign these Terms or any of your rights or obligations hereunder without our prior written consent. Except as expressly provided in these Terms, there are no third-party beneficiaries to the Agreement. If any provision of these Terms is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not be affected or impaired, unless continued enforcement of the provisions frustrates the intent of the Parties. No delay or failure by either Party in exercising any right under these Terms, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under these Terms will not be deemed a waiver of future enforcement of that or any other right. The captions in these Terms are for convenience only, and shall not affect its interpretation in any manner. These Terms shall be interpreted, construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law principles. Each Party hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within the County of New York, New York in connection with any matter arising out of these Terms, agrees that process may be served upon them in any manner authorized by the laws of the State of New York, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue, or process. This is the entire agreement between the Parties, and any changes must be agreed to in a writing signed by the Parties. These Terms shall be interpreted as if jointly drafted by both parties. You agree that regardless of any statute or law to the contrary, any claim or cause of action against us arising out of or related to these Terms or the use of the Content or E-books must be filed within one (1) year after such claim or cause of action arose or be forever barred. We reserve the right to modify these Terms at any time by posting the new terms and conditions on our website. Changes are effective immediately upon posting. All notices to us in connection with these Terms will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows or to such other address as we may designate from time to time. Notices to us shall be sent via email to promotions@openroadmedia.com

 

or to the following mailing address:

Open Road Integrated Media, Inc.

Attn: Legal

180 Maiden Lane, Suite 8A

New York, NY 10038

 

Last updated on: 08/21/2017