Terms & Conditions
To become an Emphases Advertiser, please read the following Terms and Conditions carefully before registering. After you have reviewed the Terms and Conditions, and if you agree to them, click the "I agree to the Terms & Conditions" box on the Advertiser Registration Form. You must agree to all of the Terms and Conditions set forth below, as well as any referenced policies or guidelines. If you do not agree to all the Terms and Conditions set forth below, you should not check the "I agree" box. Emphases ’s acceptance of you as an Advertiser is expressly conditioned upon your assent to all of the Terms and Conditions.
Emphases reserves the right to change or modify any of the Terms and Conditions set forth in this document or any policies or guidelines relating to the Emphases Site/Advertising Network (the "Site"), at any time and in its sole discretion. Any changes or modifications to these Terms and Conditions shall be effective upon posting of them on the Site. Any changes or modifications to referenced policies and guidelines may be posted without notice to Advertisers. Your continued use of this Site and the Services following Emphases 's posting of any change or modification will constitute your acceptance of such change or modifications.
1. Advertiser Registration
To register as an Advertiser, you will need to fill out and submit a completed Advertiser Registration Form on Emphases 's website. Emphases may reject an application if it determines (in its sole discretion) that the business or related website of the Advertiser is unsuitable for the Emphases Advertiser program. Websites and businesses deemed unsuitable by Emphases include those that: (i) promote sexually explicit materials; (ii) promote violence; (iii) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) promote illegal activities; (v) include "Emphases " or variations or misspellings thereof in their domain names; (vi) otherwise violate or encourage the violation of intellectual property rights; or (vii) violate other standards of good business established by Emphases in its discretion. If Emphases rejects an application, the Advertiser may submit a new application at any time. If Emphases accepts an application and the Advertiser completes the Advertiser Registration process, Emphases may terminate the Advertiser Registration if it thereafter determines (in its sole discretion) that the Advertiser is unsuitable for the Advertiser program for one or more of the reasons specified above.
If you elect to participate in the Emphases Advertiser Program, you warrant and represent (i) that you are at least 18 years of age, and (ii) that the credit card and billing information you submit is true and accurate and derived from a credit card that you are authorized to use, and (iii) agree to pay the Emphases Advertiser fees described below.
2. Advertiser Program Fees and Payment Terms
Emphases reserves the right to change our fees or payment terms at any time. Advertiser agrees to pay Emphases all applicable fees charged to Advertiser's account selected by the Advertiser. Advertisers also agree to pay all charges for clicks on their Advertiser Keyword Link calculated by taking the number of clicks multiplied by the bid amount for each Advertiser Keyword Link, and/or for the number of times the Advertisers ad was displayed which is calculated by the number of times displayed times the bid amount for each keyword. If Advertiser selects a payment plan that does not automatically replenish your account when the account balance falls to a minimum balance, none of the Advertisers Keyword Links or Cost-Per-View Advertisements will be displayed until the cash balance is replenished above the minimum balance level. If Advertiser selects a payment plan to replenish its account automatically when the balance drops below a minimum balance, the Advertiser hereby authorizes Emphases to charge the Advertiser's credit card the amount specified by the Advertiser. An Advertiser's monthly billing date is the numerical date of the day they selected a given enhanced monthly service. The Advertiser also agrees to report to Emphases , either via electronic or conventional mail, any changes to the Advertiser's billing information within thirty (30) days of the change. Bid amounts may be changed or cancelled at any time, and without cause, by Advertiser upon notification of the other by electronic or conventional mail. (Note: termination notices sent via email or conventional mail can take 3-5 business days to become effective, while termination of services online through an Advertiser's Account takes effect immediately. Notice of any disputes must be in writing and received by Emphases within forty-five (45) days after the disputed charge, or the Advertiser hereby waives any objection.
2.2. Advertiser Refund
As part of our traffic quality guarantee, advertisers can request a refund within 45 (forty-five) days of purchasing traffic. If the advertiser isn't fully satisfied with traffic quality, the advertiser will receive a refund in FULL within 45 calendar days of purchase.
3. Security
Our Secure Server Technology encrypts your personal information and credit card data as it is transferred across the Internet. The Emphases Service includes extensive security to protect this data, as it is stored on our servers. An Advertiser Account is personal to the Advertiser, and the Advertiser may not transfer or make available their account name and password to others. The Advertiser is directly responsible for maintaining the confidentiality of their account username and password. The Advertiser is responsible for all uses of their account, whether or not actually or expressly authorized by the Advertiser. Any distribution by the Advertiser of their account username and password may result in cancellation of the Advertiser Account without refund and in additional charges based on unauthorized use. The Advertiser must promptly inform Emphases of any apparent breach of security such as loss, theft, or unauthorized disclosure or use of a username or password. Until Emphases is notified by electronic or conventional mail, the Advertiser will remain personally liable for any unauthorized use of the Service.
4. Indemnity
Advertiser agrees to defend, indemnify and hold harmless Emphases from all claims, damages and expenses (including, without limitation, attorneys' fees) relating to Advertiser's sale of (or offer to sell) goods or services.
5. Cross-Marketing Provisions
Advertisers shall be deemed to grant Emphases the limited right and license to use an Advertiser's trademarks and logos as necessary to perform the Services, and in trade shows and press releases for the purpose of listing Advertisers as a Representative Advertiser who uses Emphases 's Services. Advertisers may, at their election, provide on their website a general link to Emphases 's home page at http://www.emphases.com, provided that Advertisers use linking guidelines, formats and graphical artwork provided by Emphases for this purpose. Advertisers may not modify the graphic images or text, or any other of Emphases 's images, in any way, and Emphases reserves all of its rights in such graphic images, text, trade names and trademarks. Advertisers shall follow Emphases trademark guidelines, as provided and modified by Emphases from time to time. All Advertisers acknowledge that Emphases and Emphases .com are pending registered trademarks of Emphases , Inc., as well as other trademarks identified on the site. Advertisers may not use Emphases 's trademarks in connection with any product or service that is not Emphases 's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Emphases . Emphases may terminate an Advertiser's rights under this Section upon notice to the Advertiser. Other than the initial Advertiser Registration, neither Emphases nor an Advertiser shall make any press release with respect to the Advertiser Registration or Advertiser's participation in Emphases 's Advertiser service without the other's prior written consent, which may be given or withheld in such other party's sole discretion. i. All information collected from Advertiser including but not limited to company name, address, contact information, keywords, bid amounts, etc. is shared with both Emphases , who provides the Service, and (if applicable) the Private Label Partner.
6. Advertiser Responsibility and Additional Indemnification
Advertisers shall be solely responsible for the development, operation, maintenance, accuracy, correctness and appropriateness of: (i) any websites used by the Advertiser; (ii) product or services information, descriptions or materials or links placed on Advertiser websites. Without limiting the preceding, the Advertiser shall be solely responsible for ensuring that all information contained in an Advertiser Keyword Link or Advertisement including but not limited to products, materials and services described, offered or sold by the Advertiser: (i) do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (ii) are not slanderous, libelous or otherwise scandalous; (iii) do not violate any applicable laws, regulations or controls, including those of fraud and/or false advertising; (iv) do not violate Emphases 's posted policies on prohibited goods and services or Emphases 's posted privacy policy http://www.emphases.com/privacypolicy.; and (v) provides correct Advertiser profile information including but not limited to return policy, mission statement, contact information, etc. Emphases disclaims responsibility and liability for all such matters, and all Advertisers agree to defend, indemnify and hold harmless Emphases from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to an Advertiser's violation of any of the obligations under this Section.
7. Third Party Provided Content / Services
Information, services or referenced materials or links to other sites are for general informational or personal purposes only and are not intended to be relied upon for transactional purposes. Neither Emphases nor any of its content or service providers shall be liable for any errors or delays in content and/or services or for any action taken in reliance thereof.
8. Relationship of Parties
Emphases and each Advertiser are independent contractors with respect to each other. Nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
9. Term and Termination
The Terms and Conditions contained in this document shall apply commencing on the effective date of the Advertiser Registration and until the Advertiser Registration has been terminated according to the provisions of this Section. Either party may terminate the Advertiser Registration for convenience by giving 24 hour written notice to the other party. Additionally, Emphases shall have the right to terminate the Advertiser Registration or (at its option) suspend the Services immediately if Advertiser breaches any material provision of this Agreement. Sections 3,5,7,8,9,11 and 12 of these Terms and Conditions shall survive termination of the Advertiser Registration. Emphases reserves the right to terminate your Advertiser account, or suspend your access to all or part of the site for failure to pay, and/or for violation of the letter and/or spirit of these Terms & Conditions, as determined by Emphases in its sole discretion. If the Advertiser is terminated for violating this Agreement Emphases 's express written permission will be necessary before the Advertiser is allowed to use the Emphases services again. Upon termination of all Services, Emphases shall have no obligation to maintain any content in your account or to forward any unread or unsent messages to you or any third party. (Note: termination notices sent via email or conventional mail can take 3-5 business days to become effective, while termination of services online through an Advertiser's Account takes effect immediately.)
10. Warranty Disclaimer
THE Emphases SITE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Emphases EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF ADVERTISERABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY AND NON-INFRINGEMENT.
11. Confidentiality
Each party agrees that all code, inventions, algorithms, know-how and ideas, and all other business, technical, Buyer and financial information they obtain from the other, are the confidential property of the disclosing party ("Confidential Information"). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and shall similarly bind its employees in writing. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure and to obtain confidential treatment. The parties acknowledge that breach of this Section by the receiving party shall cause the disclosing party irreparable harm and therefore, in addition to any other remedies, the disclosing party shall be entitled to equitable or injunctive relief as a remedy for such breach.
12. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, Emphases SHALL NOT BE LIABLE TO YOU WITH RESPECT TO THE SITE, ANY MATERIALS OR OTHER INFORMATION ON THE SITE, OR ANY PRODUCTS OR SERVICES OBTAINED IN CONNECTION WITH YOUR USE OF THE SITE, FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY YOU THEREFOR, OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, INCOME OR PROFIT, OR LOSS OF OR DAMAGE TO PROPERTY.
13. Copyright
All content included on Emphases 's Site, such as text, graphics, logos, buttons, icons, images, audio clips and software, is the property of Emphases or its content suppliers and protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Emphases and protected by U.S. and international copyright laws. All software used on the Site is the property of Emphases or its software suppliers and protected by U.S. and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display or performance, of the content on the Site is strictly prohibited.
General Provisions
14. Applicable Law
The agreement represented by these Terms and Conditions and the Advertiser Registration Form shall be governed by the laws of the State of Arizona, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Arizona, and you irrevocably consent to the jurisdiction of such courts.
15. Compliance with Laws
Each Advertiser shall at all times comply with all applicable laws and regulations regarding the sale, marketing and promotion of Advertiser products and services.
16. Severability
Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications. Further, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of these Terms and Conditions shall remain in full force and effect.
17. Claim Limitation
You agree regardless of any statute or law to the contrary that any claim or cause of action arising out of or relating to the Site, use of the Services, these Terms and Conditions or the Advertiser Registration Form must be filed within one (1) year after such claim of action arose or be forever barred.
18. Waiver
Emphases’s failure to enforce the strict performance of any provision of these Terms and Conditions or any posted policies or guidelines will not constitute a waiver of Emphases's right to subsequently enforce such provision, policy or guideline or any other provision, policy or guideline.
19. Assignment
An Advertiser may not assign their rights under an Advertiser Registration to any other person or entity without Emphases 's prior written consent. Subject to that restriction, this Agreement shall be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
20. Notices
Any notice provided by Advertiser to Emphases shall be by either e-mail addressed to customerservice@emphases.com, or certified postage pre-paid return receipt requested mail to the headquarters address for Emphases then described on the Site. Any notice provided by Emphases to Advertiser (other than notice of changes or modifications to these Terms and Conditions or other policies and guidelines, notice of which may be provided as stated in the introductory section to these Terms and Conditions) shall be by either e-mail addressed to the e-mail contact entered in the Advertiser Registration Form, or certified postage pre-paid return receipt requested mail to the headquarters address for Advertiser described in the Advertiser Registration Form. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party receives notification of invalid e-mail address, and shall be effective upon receipt in the case of certified mail.
21. Coupons and Special Offers
For offers involving matching or gifted funds, the fund amount is a one-time offer available for a limited time only at the time of account registration. Offer only applies to new accounts/advertisers. Matching and gifted funds not to exceed amount specified in the offer and cannot be refunded. Limit one matching/gift contribution per advertiser. Matching and gifted funds will be added to the account once the Account Funding page has been reached by the advertiser, after the account has been approved and activated, the funds will be available for use.
Matching funds will be used for account funding purposes after the initial deposit amount by the advertiser has been used. Should the advertiser choose to cancel an account with a positive balance, only the funds deposited by the advertiser will be refunded. Matching or gift funds do not qualify for refunds.
22. Prohibited Ads
Emphases advertisers that advertise affiliate offers are prohibited from self-targeting. Self-targeting is defined as using keyword or URL targets to contextually display the same page to a consumer as the underlying web site that caused the site to be displayed. Intentionally attempting to divert a consumer whom organically arrived at a destination web site to maliciously gain false commissions is strictly prohibited and any occurrence found by Emphases will result in immediate termination of the advertiser account.
24. Entire Agreement
These Terms and Conditions, the Advertiser Registration Form, and other policies and guidelines posted by Emphases at the Site, together constitute the entire agreement between Advertiser and Emphases with respect to the subject matter hereof and supersede and cancel all prior and contemporaneous agreements, claims, representations and understandings of such parties in connection with the subject matter hereof.