These Vonage Terms and Conditions for Commission Junction Network (the "Agreement") are entered into between Vonage Marketing Inc. ("Vonage" or "Advertiser") and the party participating in the Commission Junction Network ("Publisher" or "You").
- Vonage operates the Vonage origination Web site. As part of its Web site, Vonage offers the Vonage Publisher Program ("Program"), through which approved companies operating their own Web sites and/or subscription email services ("Publishers") are granted a limited, non-exclusive right to: (i) advertise and promote Vonage goods and services and the Vonage Web site in a manner in compliance with this Agreement and the Publisher Service Agreement between Publisher and Commission Junction, Inc. ("CJ"), (ii) post or circulate an approved graphical or textual internet hyper-link ("Link") to the Vonage Web site, and (iii) direct visitors to the Publisher's Web Site to the Web site (the specific URL) designated by Vonage ("Destination Site"). Both Vonage and Publishers are parties to agreements with CJ and are participants in the CJ Network (the "CJ Program"). This Agreement provides terms and conditions applicable to your membership in the Program that are in addition to or modify any terms aand conditions that you have agreed to pursuant to your Publisher Service Agreement with CJ ("Publisher Service Agreement"). Any capitalized term herein that is not defined shall have the same meaning as in the Publisher Service Agreement.
- Publishers are offered the opportunity to earn a commission for referring web surfers to the Publisher's Web site (i) who click-on the Vonage advertisement or graphic posted on the Publisher's Web site which operates as a textual/graphical hyper-link to the Vonage Destination Site, and (ii) who complete the Transaction required under the Program on the Vonage Destination Site.
The commission rate will be set forth on the CJ Program Page for Vonage and may be changed from time to time by Vonage with seven (7) days notice by posting and notifying Publisher of a different commission rate as appears on the CJ Program Join Program Page. Payment for this money-making opportunity shall be made by Vonage through CJ in accordance with the terms of the CJ Program. No long-term commitment is required.
- Publishers shall only be entitled to receive payment under this Program for Qualified Referrals. To be a "Qualified Referral," a customer on Publisher's Web site must click through an Authorized Link (as defined in Section 3.B. below) on Publisher's Web site; provided, that Publisher's Authorized Link was the most recent "cookie-tracked click-conversion" reported in connection with such customer. In the event that Publisher's Authorized Link is not the most recent cookie-tracked click conversion reported in connection with a customer, Publisher will not receive payment for such customer. A Qualified Referral cannot be a current or former customer of Vonage. For purposes of this Agreement, a "cookie-tracked click-conversion" shall mean a click on a Vonage link by a customer who completes the sign-up process, which has been tracked by Vonage.
- CJ provides information to Publisher regarding Publisher's accrued payments. Publisher acknowledges that such payments may subsequently be reduced after Vonage reconciles Publisher's Transactions, which reconciliation shall be done in a timely manner.
- Participation in the Program is subject to Vonage's approval. Prospective Publishers must first submit an application to Vonage through CJ in order to become an "approved" Publisher eligible to post Links to the Vonage Web site and earn commissions. After the application has been submitted, Vonage will notify the prospective Publisher through CJ in writing (by e-mail or otherwise) whether or not it has been approved (approval is in Vonage's sole discretion). Publisher is not authorized to post Links to the Vonage Web site for any Publisher Web site that has not been approved in advance by Vonage (in its sole discretion).
- If approved, the Publisher must acknowledge its acceptance of these Terms and Conditions by clicking-through the acceptance button on this Web page thereby assenting to these Standard Terms and Conditions of the Program between Vonage and Publisher. Only Publishers who accept this Agreement and are approved by Vonage may participate in the Program.
- Other than the payment of the commission, Publisher shall have no claims to any additional compensation, commissions or business derived by or through a Destination Site.
- Participation in the Program does not constitute an employment, broker or agency relationship between Publisher and Vonage nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.
3. Authorization to Link to the Vonage Web Site.
- Notwithstanding Section 4.1 of your Publisher Service Agreement entitled, "Proprietary Rights and Licenses", Publisher agrees that it is not licensed a revocable, non-transferable, royalty free, international sublicense to display and link to Vonage's Web site, and all trademarks, service marks, tradenames, and/or copyrighted material ("Content"). Vonage authorizes Publisher to display Authorized Links (defined below), Authorized Content (defined below) and to link to Vonage's Web site. Unless otherwise agreed by Vonage in writing, notwithstanding anything to the contrary herein, the authority granted by Vonage to Publisher hereunder will not constitute a license. Publisher may not distribute, license or otherwise use Vonage's Links (and/or Content) unless authorized by Vonage in writing.
- As promptly as practicable after the date hereof, Vonage will make links available to the Publisher through the CJ Network Service members' area ("Reporting Site") ("Authorized Links") as well as other Vonage content ("Authorized Content"). Subject to the terms and conditions hereof, Publisher shall display the Authorized Links and Authorized Content on its Web site. The Publisher shall not remove or obscure any proprietary rights legends (such as copyright or trademark notices) contained in any Authorized Links or Authorized Content. Publisher shall not decompile, reverse engineer, disassemble or otherwise reduce the Authorized Links or any Authorized Content to a human perceivable form or permit any other party to do so without the express written authorization of Vonage.
- Publisher is only authorized to post Authorized Links and Authorized Content on its Web site and may not engage in any other marketing efforts on Vonage's behalf or use Vonage's name, trademark, service mark, copyright protected material, likeness or any other confusingly similar or sound-alike names, on its Web site or in any marketing communication or tool. Publisher may not modify any Authorized Link or Authorized Content. Vonage reserves all of its rights in the Authorized Links and Authorized Content, any other images, its trade names and trademarks, and all other intellectual property rights.
- Publisher shall include on its Web site, a 911 warning made available by Vonage on the Vonage Links and Content Web Site ("Authorized 911 Warning"); provided, however, that an Authorized 911 Warning is not required if Publisher has less than two (2) Authorized Links or pieces of Authorized Content on its Web site.
- You agree that Section 4.3 of your Publisher Service Agreement entitled, "Terminating Licenses", does not apply to this Agreement and your participation in the Program. Instead, Publisher agrees that Vonage may terminate any authority to display or distribute Content and/or Links, as well as any sublicense and/or license, under this Agreement, immediately upon written notice to the authorized party/sublicense/licensee if Vonage has reasonable concerns that the authorized party/sublicense/licensee is diluting, tarnishing or blurring the value of Vonage's trademarks, service marks, and/or tradenames, and/or breach of Vonage's other intellectual property rights.
- Publisher may not generate or send any email messages using or containing Vonage's name or logo, or any variation thereof, or its related companies' names or logos, or any variation thereof, or any of Advertiser's trademarks or products. Advertiser's trademarks are listed in the CJ User Interface which may be amended from time to time by Advertiser.
- Publisher shall not (i) use an Authorized Link or any Authorized Content on a Web site that Publisher has not listed on the application; (ii) permit any third party to post an Authorized Link or any Authorized Content on any third party Web site; (iii) use the Vonage trade or service marks, name or images except as expressly permitted herein, which use is limited to only using an Authorized Link or Authorized Content on the Publisher's Web site; (iv) use the Vonage name, any variation of the Vonage name, including any sound alike, look alike, disparaging, misspelling, mistyping or any other confusingly similar variant by itself or in combination with any other words or phrases for any purpose including but not limited to the use in a domain name, on a Web site, in email or any other marketing, advertising or public relations communication, as meta-tags or any other similarly hidden means, or as purchased key words on a search engine; (v) send or cause to be sent any emails featuring the Vonage name and/or its trademarks; (vi) feature any competitor of Vonage on the Publisher's Web site in a manner more prominent than those promotions of Vonage; (vii) disparage, defame, misrepresent, tarnish or otherwise harm Vonage, its name or reputation in any way; (viii) promote Vonage on any Web site which, in Vonage's sole opinion, contains content, material or links which promote unlawful activity or may be offensive, pornographic, hateful, threatening, fraudulent, defamatory or otherwise inappropriate; (ix) misrepresent the Program or Publisher's relationship with Vonage in any way; and/or (x) present itself as a Vonage employee or present its Web site as a Vonage owned Web site.
- Search Rules. Publisher shall not bid on Vonage trademarks, brand names, or any variations thereof in conjunction with search keyword programs. Publisher must not give the impression that you are, or represent, Vonage, through use of phrases such as "Official Site". Publisher shall not use Vonage trademarks in the meta-tag description that populates when a bid keyword is delivered.
- Competitor Trademarks. When advertising with external paid search engines, which may include but are not limited to entities such as Google and Overture, publishers must not bid on the trademarks and brand names of Vonage competitors or otherwise engage in marketing practices that are illegal or violate the rights of any third party. Publishers should take advantage of technologies provided by such external paid search engines to prevent affiliate Vonage listings from appearing when consumers type in the names of Vonage competitors.
- Landing. Publishers shall not state or imply that they are the "Official Site," and the click-thru URL must land on the publisher site first. Direct linking to the Vonage Site from a search engine listing/ad based upon a keyword, AdWord, search term or other identifying terms is prohibited. By way of example, and without limiting the generality of the foregoing, You may not bid on a search term and have the link from the search engine direct the Visitor directly to the Vonage Web site without first visibly landing on Your Web site. You are further prohibited from using the term "official site" in Your ad or otherwise presenting Your Web site as an official site. Publisher agrees that, following notice from Vonage, you will promptly remove any search listing containing copy and/or creative components promoting Vonage that Vonage, in its sole discretion, deems inappropriate for any reason. Publisher must post its own landing URL in the listing, and shall not use any rendering, misspelling or otherwise of the Vonage domain.
Publishers shall not use any of Vonage registered domains in the display URL.
- Verbiage. Publisher must ensure that all copy used for search and keyword purposes is appropriate and 100% accurate and does not contain any claims that could be construed to be false or misleading. Publisher must identify itself as an "Affiliate" in all search keyword listings as well as organic search results. Publisher is required to only use Authorized Links and Authorized Content when communicating on behalf of Vonage (available within Reporting Site). Publishers shall not make up any promotional copy.
- Bidding. In the context of Vonage's affiliate program: (i) where bidding rank can be determined, Publishers must not outbid Vonage for any search terms; and (ii) Publishers must not bid on Vonage's trademarks or any variation(s) thereof or terms designated as "non-compete" by Vonage through the CJ User Interface.
- Publisher agrees not to use, register or seek to register any trademark, service mark or domain name that contains Vonage's name or words, or any variations, or misspellings of them, or is any way confusingly similar to Vonage. If you do, you agree to transfer the registrations, at your expense, to Vonage at Vonage's request and to cooperate by providing any information, signing any documents and providing appropriate authorizations necessary to accomplish the transfer.
- Publisher may not wrap or frame the site of Vonage in any manner or in any way copy or resemble the look and feel of the Vonage Web site, nor shall the Publisher create the impression that the Publisher site is Vonage's site or is a part of Vonage site.
- If Publisher's site donates any portion of its referral fees to any school, foundation or other charitable organization, Publisher may not state or imply that Vonage endorses such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with Publisher's site without express written consent from Vonage (electronic mail acceptable).
- Publisher may not use Vonage's domain name (www.vonage.com), or any variation thereof, in Publisher's domain name or any other part of Publisher's Universal Record Locator (URL) without express written consent from Vonage (electronic mail acceptable).
- Vonage does not allow sites that provide a portion of their commission or Publisher benefits to sites or organizations that violate any of the Prohibited Content.
- Publisher agrees that it will not issue any press release or make any other similar public announcement that in any way makes any reference to Vonage without prior written consent, which consent may be withheld at Vonage's sole discretion.
4. Term and Termination.
- The term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) Vonage shall provide Publisher with seven (7) days notice, except as provided for in Section 4(B) below; and (ii) Publisher shall use the automated system within the CJ Network to drop the Program and Publisher shall comply with Section 4(E)(v) below. Neither party may assert that it had acted in any manner or took on any obligations based on an expectation or in reliance upon this Agreement lasting for any set period of time or continuing for any set duration.
- For purposes of notification of termination by Vonage, delivery via email is considered a written and immediate form of notification.
- Upon any termination of this Agreement, Vonage and Publisher will be released from all obligations and liabilities to the other party occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve Publisher from any liability arising from any breach of this Agreement occurring prior to termination.
- Upon termination of this Agreement, (i) Vonage's acceptance of additional referrals obtained through Publisher shall not constitute a continuation or renewal of this Agreement or a waiver of such termination, (ii) Publisher shall be entitled only to those unpaid commissions, if valid, earned by Publisher on or prior to the date of termination; (iii) Publisher shall in no event be entitled to commissions with respect to any amount of referrals delivered after the date of termination; (iv) all rights and licenses of Publisher hereunder shall immediately terminate; and (v) Publisher shall immediately cease all uses of any trade names, trademarks, service marks, logos and other designations of Vonage or the Program, including the immediate removal of all Authorized Links and Authorized Content from the Publisher's Web site.
Vonage may modify any of the terms and conditions contained in this Agreement at any time and at its sole discretion upon seven (7) days prior notice to Publisher. If any modification is unacceptable to Publisher, Publisher's only recourse is to terminate this Agreement. Publisher's continued participation in the Program following such change notice will constitute Publisher's binding acceptance of the change.
You hereby agree to indemnify, defend and hold harmless Vonage and its related companies, directors, officers, employees and agents, from and against any and all liability, third-party claims, losses, damages, injuries or expenses (including reasonable attorneys' fees), arising out of: (i) a breach, or alleged breach, of any of Publisher's representations or obligations herein or (ii) any deviation from an Authorized Link or Authorized Content.
7. Limitation of Liability.
- IN NO EVENT SHALL VONAGE BE LIABLE TO THE PUBLISHER OR ANY THIRD PARTY (NOT INCLUDING COMMISSION JUNCTION) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES (OR ANY LOSS OF PROFITS, REVENUE OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT OR THE PROGRAM, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, VONAGE'S AGGREGATE LIABILTY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM SHALL BE DETERMINED AT THE DATE THE DISPUTE AROSE AND WILL NOT EXCEED THE PREVIOUS THREE (3) MONTHS REFERRAL FEES PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.
- NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT WILL NOT APPLY TO CLAIMS, DAMAGES AND OTHER LOSSES ARISING IN CONNECTION WITH (I) THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; (II) GROSS NEGLIGENCE; OR (III) WILLFUL MISCONDUCT.
- Vonage makes no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of merchantability, non-infringement, or any implied warranties arising out of a course of performance, usage). In addition, Vonage makes no representation that the operation of its Web site will be uninterrupted or error-free, and Vonage will not be liable for the consequences of any interruptions or errors.
- Vonage makes every reasonable effort to track and pay fees for all Qualified Referrals. However, Vonage is not responsible for any inaccuracies that might occur beyond its control. If there are any disputes between Vonage and Publisher regarding fees for Qualified Referrals, Vonage's decision is final to the extent that such tracking is done by Vonage and not CJ.
- Vonage makes no warranties expressed or implied with regard to the Program except as stated in this Agreement.
9. Independent Investigation.
Publisher acknowledges that it has read this Agreement and agrees to all its terms and conditions. Publisher understands that Vonage may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites or conduct marketing campaigns that are similar to or compete with Publisher's Web site and the Affiliate Program.
10. Additional Terms.
- Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Vonage. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
- Publisher and Vonage are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Publisher and Vonage. Publisher has no authority to make or accept any offers or representations on Vonage's behalf. Publisher shall not make any statement or assertion, whether on its Web site or elsewhere, that reasonably would contradict anything in this Section. Publisher may not incur any debt, expense or obligation on behalf of, for, or in Vonage's name.
- Vonage may identify Publisher or Publisher's Web site as a participant in the Program without providing Publisher prior notice or obtaining Publisher's specific written consent. Such identification may be oral, written, or electronic, and may include (but is not limited to) public announcements, promotional materials, internal and external reports, and public filings.
- No delay or failure by Vonage in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
- The rights and remedies of Vonage are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Publisher acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction, or other equitable remedy.
- This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
- By applying to the Program, using the automatic facility located on the CJ Network Service, and by clicking-through the acceptance button to this Agreement, Publisher executes, accepts, enters into, and becomes party to this Agreement, effective on the date of such acceptance to this Agreement.
- This Agreement shall be governed by the laws of the United States and the State of New York without reference to rules governing choice of laws. This Agreement has been duly and validly accepted by Publisher and constitutes a legal, valid and binding obligation against Publisher. Publisher represents and warrants that Publisher can lawfully enter into and form a binding contract. Publisher may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Vonage may assign this Agreement or any portions thereof at its sole discretion. Subject to these restrictions, this Agreement will be binding on and be enforceable against the parties and their respective parents, subsidiaries, successors and assigns. Vonage's failure to enforce Publisher's strict performance of any provision of this Agreement shall not constitute a waiver of Vonage's right to subsequently enforce such provision or any other provision of this Agreement. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement shall remain in full force and effect. If entering into this Agreement on behalf of any entity, Publisher represents that it is duly authorized by that entity to enter into this Agreement.
- Official notices to Vonage should be sent to: 2147 Lincoln Highway, Edison, New Jersey 08817.
BY APPLYING FOR THE VONAGE PROGRAM AND CLICKING ON THE "ACCEPT" ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.
Click on the button below to become an Affiliate: