DIYNation Digital Network Member Agreement

Please read this DIYNation Digital Network Publisher Program Member Agreement (this "Agreement") carefully, which sets out the terms of your participation in the DIYNation Digital Network owned by Time Inc. Content Solutions, a division of Time Inc. (“DIYNation Digital Network). By applying to join the DIYNation Digital Network, you (“you” or “Publisher”) are agreeing to be bound by the terms of this Agreement.

1. Overview.
Welcome to the DIYNATION Digital Network online advertising sale and publisher network management service (the "Service"). As part of the Service, an advertiser (“Advertiser”) places a text, image or rich media advertisement ("Advertisement") via the Service into an ad space (“Ad Space”) that is displayed on one or more websites that are members of the DIYNATION Digital Network (the “Network Publishers”). This ad space is managed by each Network Publisher. An additional part of the Service places a javascript or php code (”Widget”) on the websites of the Network Publishers. The Service runs on software developed and hosted by Customerforce.com, Inc. (39 E.19th Street, NY, NY, 10003, USA), its subsidiaries, third party contractors and licensees ("Service Provider"). Advertisements and Widgets are viewed by individuals ("Viewers"), who access Advertisements and Widgets via the World Wide Web. “Fatvine” is the Service Provider owned and operated platform on which the DIYNation Digital Network runs.

As further described in this Agreement, through the DIYNation Digital Network program ("Program") (i) we may provide you with Advertisements to place on your site (the “Publisher Site”); (ii) we may provide you with a Widget to place on the Publisher Site and (iii) we may feature links on the DIYNation Digital Network main head-end website ("DIYNation Digital Network Website") to the Publisher Site and shall share with you revenues generated by any Advertisements that are placed on the Publisher Website (as described below). We shall have the right to discontinue the Program at any time without further liability. We also have the right to cancel your participation in the Program at any time for any reason, including without limitation if we determine that the Publisher Site does not display the Widget or Advertisements provided as expected, you otherwise breach this Agreement or as otherwise set forth in Section 14 below. This determination may be made whether or not any support was provided.

The Service enables a Publisher and an Advertiser to create, execute, and manage online advertising transactions. Service Provider is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for or control over either party for any purpose. Any Publisher who uses the Service to sell and/or manage Advertisements or social media, and any Advertiser who uses the Service to buy and/or manage Advertisements must accept the Terms and Conditions of this Agreement in full. By registering for and using the Service, you agree to be bound by all terms and conditions of this Agreement and any applicable terms and conditions of Service Provider, and all policies and guidelines of the Service are incorporated herein by reference.

Service Provider, on behalf of the DIYNation Digital Network, reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Service, at any time and in its sole and absolute discretion. Any changes to this Agreement will be effective upon posting of the revisions here. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications. At any time upon request by Service Provider, you agree to sign a non-electronic version of this Agreement. If you do not agree to any changes to this Agreement, you must terminate this Agreement pursuant to section 14.

Editorial Guidelines (the "Guidelines") and FAQs cover the specific use of the Service, and can be found here. The Guidelines, as they may be modified from time to time, are incorporated herein by reference and have the same force and effect as if they were fully part of this Agreement. In the event there is a conflict between specific provisions of the Guidelines and this Agreement, the provisions of this Agreement shall prevail. Any changes to the Guidelines will be effective upon posting of the revisions here. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, you must terminate this Agreement pursuant to section 14.

Additionally, the DIYNation Website Terms and Conditions of Use (the “Terms of Use”), which can be found here, shall govern your use of the DIYNation Digital Network Website. The Terms of Use, as they may be modified from time to time, are incorporated herein by reference and have the same force and effect as if they were fully part of this Agreement. In the event there is a conflict between specific provisions of the Terms of Use and this Agreement, the provisions of this Agreement shall prevail. Any changes to the Terms of Use will be effective upon posting of the revisions here. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Agreement, you must terminate this Agreement pursuant to section 14

Please make sure to check any limitations you might have on running Advertisements on the Publisher Site. We are not responsible for any interpretations or other information you have access to by utilizing third-party sites.

2. Publisher Site. You represent and warrant that you write, maintain, operate or represent the Publisher Site, and have the authority to enter into this Agreement, including the right to grant DIYNation Digital Network permission to (i) link to the Publisher Site, display Site Materials (as defined below) and (iii) place Advertisements on the website hosting the Publisher Site. The placements, frequency, and manner of any links to Publisher Site(s) on the DIYNation Digital Network Website and any use of Site Materials shall be determined by DIYNation Digital Network in its sole discretion.

3. Advertising. DIYNation Digital Network shall have the right, but not the obligation, to place Advertisements on the Publisher Site ("DIYNation Digital Network-Provided Advertisements"). The DIYNation Digital Network-Provided Advertisements may be provided to DIYNation Digital Network by a third-party advertiser or advertising distributor ("Ad Supplier"). In the event DIYNation Digital Network delivers to you any DIYNation Digital Network-Provided Advertisement, you shall display such DIYNation Digital Network-Provided Advertisement on the Publisher Site as agreed to by you and by DIYNation Digital Network. Nothing herein shall require DIYNation Digital Network to provide you with any DIYNation Digital Network-Provided Advertisements and DIYNation Digital Network makes no guarantee regarding the amount of any payment to be made to you in connection with the DIYNation Digital Network-Provided Advertisements under this Agreement.

4. Responsibility for the Publisher Site. As between you and DIYNation Digital Network, you will be solely responsible for the maintenance and operation of the Publisher Site and for all materials that appear on the Publisher Site, including, but not limited to, the following: (i) the technical operation of the Publisher Site and all related equipment (and all costs associated therewith); (ii) the accuracy and appropriateness of materials posted on the Publisher Site; (iii) ensuring that materials posted on the Publisher Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) ensuring that the Publisher’s Site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; (v) properly installing advertising tags generated by the DIYNation Digital Network system, (vi) ensuring that the following material, as interpreted by DIYNation Digital Network in it sole discretion, will not be included on the Publisher Site: (a) pornographic or other unacceptable adult-themed material, tobacco-related or alcohol-related material, get-rich-quick schemes, multi-level marketing schemes, products or services involving deceptive marketing practices, lotteries, or gambling or any other material in which DIYNation Digital Network’s good faith judgment is deceptive, fraudulent, misleading, or otherwise non-compliant with the Federal Trade Commission Act or any state consumer protection laws; (b) spyware, malware, adware, viruses, worms, Trojan horses, time bombs or similar contaminating or destructive feature or other code designed to cause damage to or interruption of computer systems, or any code or software or feature that enables a third party to access information regarding the end user or the activities or preferences of the end user or information from the end user’s computer, or that enables such third party to alter the settings or displays on the end user’s computer, including without limitation spyware, malware or adware; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, DIYNation Digital Network or one or more its affiliates; (d) content that promotes violence, discrimination, harassment or hate speech, (e) content that is inconsistent with DIYNation Digital Network’s public image, goodwill and reputation, applicable law or the terms of this Agreement; or (f) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party; and (viii) using any data, images, or text obtained by you from DIYNation Digital Network in connection with this Agreement, including, but not limited to, the DIYNation Digital Network-Provided Advertisements and content from the DIYNation Digital Network Website (collectively, the "DIYNation Digital Network Content") only in a lawful manner and only in accordance with the terms of this Agreement, and promptly deleting any DIYNation Digital Network Content upon request from DIYNation Digital Network.

5. Quality Control. While DIYNation Digital Network and Service Provider do not intend, and do not undertake, to monitor all of the content on the Publisher Site, if DIYNation Digital Network or Service Provider at any time during the Term (i) become aware of a breach or inaccuracy of any representation or warranty of you or (ii) determine, in their sole discretion, that any content contained on the Publisher Site is unacceptable, you agree that either Service Provider or DIYNation Digital Network shall have the right to (a) remove any link from the DIYNation Digital Network Website to the Publisher Site immediately and without notice to you; and/or (b) request immediate removal of any content on the Publisher Site and you shall comply with such request.

6. Revenue Share; Payment Terms. DIYNation Digital Network is responsible for setting the advertising rates for placing Advertisements into Ad Spaces. The Service Provider, on behalf of DIYNation Digital Network, shall make revenue share payments ("Revenue Share Payments") to you based on a mutually agreed upon percentage of the CPM revenue for the DIYNation Digital Network-Provided Advertisements displayed with your site ("CPM Revenue") as reported by the Ad Server. DIYNation Digital Network may, in its sole discretion, through Service Provider, make Revenue Share Payments to you based on a percentage of the CPM revenue for the DIYNation Digital Network-Provided Advertisements displayed on the DIYNation Digital Network Website as reported by the Ad Server. DIYNation Digital Network reserves the right to withhold payment of any Revenue Share Payment in the event of any breach of this Agreement by you.

Service Provider, on behalf of DIYNation Digital Network, handles payment for Advertisements submitted and provides Publishers online monthly summary of the activity on Advertisements placed on Publisher Sites. Charges shall be calculated solely based on records maintained by Service Provider. No other measurements or statistics of any kind shall be accepted by Service Provider or have any effect under this Agreement.

Publisher agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable. Publisher also agrees that DIYNation Digital Network is not obligated to determine whether sales or use taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.

Service Provider, on behalf of DIYNation Digital Network, will pay you by check, via PayPal, or via credit card. Accrued credits of $200.00 USD or above during any 30-day period corresponding with the monthly anniversary of your account formation date shall be paid on a net 30 basis, provided that payment from Advertiser has been received by DIYNation Digital Network. If accrued credits payable to you for any 30-day period corresponding with the monthly anniversary of your account formation date are less than $200.00, Service Provider, on behalf of DIYNation Digital Network, will pay you on a net 60 basis, provided that payment from Advertiser has been received by DIYNation Digital Network. If this Agreement is terminated by DIYNation Digital Network (other than in connection with a termination for breach) or you, DIYNation Digital Network will pay you the balance of your earnings within ninety (90) days after termination of the Agreement. If DIYNation Digital Network terminates this Agreement due to Publisher’s breach, DIYNation Digital Network shall be entitled to withhold all or any portion of payment due to Publisher.

Service Provider will send payment to your postal address via United States mail. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.

7. Information Rights. You shall make available to DIYNation Digital Network aggregate usage data regarding the Publisher Site as reasonably requested by DIYNation Digital Network. DIYNation Digital Network may retain and use for its own purposes all information you provide to DIYNation Digital Network in connection with the Program. You agree that DIYNation Digital Network may transfer and disclose to third parties (including Ad Suppliers and potential Ad Suppliers and DIYNation Digital Network’s business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting DIYNation Digital Network-Provided Advertisements. DIYNation Digital Network disclaims all responsibility and will not be liable for any disclosure of that information by any such third party.

8. License. For the purposes of this agreement, you hereby grant to DIYNation Digital Network and Service Provider a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit the Publisher Site content and the Site Materials (defined below) in order to place Advertisements on the Publisher Site and perform the activities described in this Agreement; (ii) to sublicense such rights to DIYNation Digital Network’s affiliates; (iii) to link to the Publisher Site from the DIYNation Digital Network Website; and (iv) to copy and otherwise use portions of Publisher Site and the Site Materials (in original or modified form) in order to drive traffic to the Publisher Site and for other promotional purposes. For the purposes of this agreement, DIYNation Digital Network hereby grants to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the DIYNation Digital Network-Provided Advertisements and the Widget solely for the purposes of placing such DIYNation Digital Network-Provided Advertisements and Widget on the Publisher Site in accordance with this Agreement and (b) to link to the DIYNation Digital Network Website from the Publisher Site as determined by DIYNation Digital Network from time to time.

9. Representations and Warranties. You represent and warrant that (i) the content of your site and other materials controlled by you on the website containing the Publisher Site and the site materials (collectively, the "Site Materials") is and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Site Materials and use of the Site Materials as contemplated herein will not (a) constitute a libel or defamation, (b) include any pornographic, obscene, inappropriate, offensive or other objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of the Publisher Site and the Site Materials including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) neither the operation of the Publisher Site nor the Site Materials will violate any federal, state, or local law, rule, or regulation (which, for purposes of this Section 9 shall include industry self regulation).

10. Confidentiality. During the term of this Agreement and for a three (3) year period thereafter, you will not to disclose any confidential or proprietary information that DIYNation Digital Network provides to you or you otherwise obtain about DIYNation Digital Network’s business, the Service or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all DIYNation Digital Network software, technology, contracts, programming, technical specifications, materials, guidelines and documentation relating to the Program; (ii) click-through rates or other statistics relating to the Publisher Site’s performance in the Program. NOTE: The entire registration process is included and defined as confidential information and you will keep the entire process in confidence.

11. Indemnity. You agree to indemnify, defend, and hold harmless DIYNation Digital Network and Service Provider, and their respective parents and affiliates, and each of their respective officers, directors, members, agents, employees and applicable third parties (e.g., DIYNation Digital Network-Provided Advertisement advertisers or advertising distributors) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment and participation in the Program, use of the Service, the Publisher Site, including without limitation the Site Materials, and/or your breach of any of the terms of this Agreement. DIYNation Digital Network reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with DIYNation Digital Network's defense of such claim

12. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws, rules and regulations (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003, as amended, all other anti-spam laws and all privacy laws and laws that otherwise deal with the collection, transmission, disclosure and security of information and data. For purposes of this Section 12, regulations shall include industry self regulations.

13. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between DIYNation Digital Network, Service Provider and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that DIYNation Digital Network supports, sponsors, or endorses any content of your site or the DIYNation Digital Network-Provided Advertisements).

14. Term of the Agreement. The term of this Agreement will begin upon our written notification that the Publisher Site has been accepted to participate in the Program and shall continue for a period of one year. Notwithstanding the foregoing, either you or DIYNation Digital Network may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from the Publisher Site, all references to your participation in the Program, all DIYNation Digital Network-Provided Advertisements, and all other materials provided by or on behalf of DIYNation Digital Network to you pursuant hereto or in connection with the Program. Removing the DIYNation Digital Network advertising tags from your site automatically terminates this Agreement; you will notify DIYNation Digital Network immediately following your removal of the tags. DIYNation Digital Network reserves the right to change any of the terms and conditions contained in this Agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions here. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.

15. Dealings with Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Publisher’s Website including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that DIYNation Digital Network shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Publisher’s Website.

16. Links and Third Party Content. DIYNation Digital Network or third parties may provide links on the Publisher’s Website to other sites or content (“Reference Sites”). DIYNation Digital Network has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Reference Sites or content linked to by the Publisher’s Website. DIYNation Digital Network provides links to you only as a convenience, and the inclusion of any link on the Publisher’s Website does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. When you leave the DIYNation Digital Network Website, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

17. Warranty Disclaimer. You agree that your use of the DIYNation Digital Network Website shall be at your sole risk. To the fullest extent permitted by law, DIYNation Digital Network, Service Provider, and their respective officers, directors, employees and agents disclaim all warranties, express or implied in connection with the Program, the Service, the DIYNation Digital Network Website and your use thereof. DIYNation Digital Network and Service Provider are not responsible for any incorrect or inaccurate content or user submissions posted (including the posting by Network Publishers) on or in connection with the DIYNation Digital Network Website, whether caused by users of the DIYNation Digital Network Website (including but not limited to Network Members) or by any of the equipment or programming associated with or utilized by the DIYNation Digital Network Website. DIYNation Digital Network and Service Provider are not responsible for the conduct, whether online or offline, of any user of the DIYNation Digital Network Website. DIYNation Digital Network and Service Provider assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. DIYNation Digital Network and Service Provider are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any DIYNation Digital Network Website or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the DIYNation Digital Network Website. Under no circumstances will DIYNation Digital Network or Service Provider be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the DIYNation Digital Network Website, any content or User Submission Posted on the DIYNation Digital Network Website or transmitted to Users, or any interactions between Users of the DIYNation Digital Network Website, whether online or offline. The DIYNation Digital Network Website is provided "AS-IS" and DIYNation Digital Network and Service Provider expressly disclaim any warranty of fitness for a particular purpose or non-infringement. DIYNation Digital Network and Service Provider cannot guarantee and do not promise any specific results from use of the DIYNation Digital Network Website. The DIYNation Digital Network Website may be temporarily unavailable from time to time for maintenance or other reasons. No advice or information, whether oral or written, obtained by a User from DIYNation Digital Network, Service Provider or through or from the DIYNation Digital Network Website shall create any warranty not expressly stated herein.

18. Limitation on Liability. In no event shall DIYNation Digital Network, Service Provider, their respective parents, affiliates and each of their respective officers, directors, employees or agents be liable to you for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from your use of the Program, the Service or the DIYNation Digital Network Website, including without limitation any (i) errors, mistakes, or inaccuracies of content (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of DIYNation Digital Network Website, the Program or the Services (iii) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein (iv) interruption or cessation of transmission to or from DIYNation Digital Network Website (v) bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the DIYNation Digital Network Website by any third party, and/or (vi) errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the DIYNation Digital Network Website, whether based on warranty contract, tort, or any other legal theory and whether or not DIYNation Digital Network, Service Provider, their respective parents, affiliates and each of their respective officers, directors, employees or agents are advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. You specifically acknowledge that DIYNation Digital Network, Service Provider, their respective parents, affiliates and each of their respective officers, directors, employees or agents shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you. The DIYNation Digital Network Website is controlled and offered by DIYNation Digital Network from its facilities in the United States of America. DIYNation Digital Network, Service Provider, their respective parents, affiliates and each of their respective officers, directors, employees or agents make no representations that the DIYNation Digital Network Website is appropriate or available for use in other locations. Those who access or use the DIYNation Digital Network Website from other jurisdictions do so of their own volition and are responsible for compliance with local law.

19. Disputes. If there is any dispute about, involving, or arising from the use of the DIYNation Digital Network Website, the Program or the Service you agree that the dispute will be governed by the laws of the State of New York without giving effect to any conflicts of laws rules which may result in the application of the law of any other jurisdiction. You agree to personal jurisdiction by and venue in the state and federal courts of the State of New York, City of New York.

20. Notice. Except as explicitly stated otherwise, legal notices shall be served on DIYNation Digital Network’s national registered agent or to the email address you provide to DIYNation Digital Network during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, DIYNation Digital Network may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.

21. Syndicated Data. DIYNation Digital Network and Service Provider reserves the right to aggregate syndicated data into the DIYNation Digital Network in its sole discretion and as it deems appropriate. If you opt not to be a part of any syndication efforts, please notify us in writing at legal@customerforce.com.

22. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between DIYNation Digital Network and any User of the DIYNation Digital Network Website.

23. Assignment. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DIYNation Digital Network without restriction.