ELOC Advertiser Terms


Advertiser Terms:

This Advertiser Service Agreement (the "Agreement") is made by and between ELOC Holdings, Corp., a Delaware, USA corporation ("ELOC", "ELOCNetwork.com", "ELOCDigitalMedia.com", "ELOC, "We"), and you, as an Advertiser user of the ELOC Network.com service ("You", "Your", "Advertiser"). Any use of ELOCNetwork.com or ELOC in this Agreement shall also include ELOC and its direct and indirect subsidiaries. To be an authorized Advertiser of ELOCNetwork.com, You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering for or using the ELOC Network.com Service as an Advertiser. By signing up for ELOC Network.com, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the ELOC Network.com Service as an Advertiser.

Privacy Policy

ELOC Network.com respects the privacy of its users and promises not to disclose personally-identifiable information (PII) to third parties without the express permission of You and /or Your company. We will not sell Your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about Your privacy rights, contact us at info@ELOC Network.com. For our complete Privacy Policy (which is incorporated into this Agreement), click here.

General

The Advertiser Service Agreement is summarized as follows:

  • Publishers (as defined below) put your videos or banners (or other approved media) on their websites or material (for example, content of their newsletter).
  • You may not dictate where the Publishers place the advertisements. If you are unhappy with a specific Publisher’s activity, or feel that they are not suited for your site, you may request ELOC Network to remove the specific Publisher from your program by contacting us at advertisers@ELOC Network.com.
  • ELOC Network.com will pay the Publishers any monies due to them, based on the advertising payment method agreed between You and ELOC Network.com, their account statistics and ELOC Network.com™s payment policies and guidelines.
  • THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN ELOC NETWORK.COM: ADULT SITES, SITES THAT DISPLAY ADULT CONTENT OR BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. For a full list of unacceptable sites, please read the Publisher Agreement.
  • You agree that ELOC Network.com, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site (if applicable).
  • Any rewards or payments given to Publishers, through ELOC Network.com must be done directly through ELOC Network.com.
  • ELOC Network.com will pay the Publishers their respective amount earned for the campaign(s) requested. In some performance-based campaigns, you must keep an active balance of funs with ELOC Network.com to maintain the campaign.
  • All performance-based offers that you promote on our network MUST be from your own site (or a site you represent or manage). For example, if you place a campaign promoting an offer on a website that you do not own, represent or manage, this activity may be deemed fraudulent, and your account is subject to immediate termination.
  • ELOC Network.com will make every effort to monitor fraudulent activity by both Advertisers and Publishers. However, you should monitor your programs closely, and notify us immediately if you feel that any fraudulent practices are being used.

Definitions

"Account Balance" (if provided) indicates the current monetary value of monies deposited into Your Account at ELOC Network.com. These monies are used to pay Publishers and fees.

"Ad Unit" means any advertising unit, which may be in the form of any ELOC Network.com approved media (such as but not limited to, banner, video or rich-media) that may be hosted by ELOC Network.com or by another hosting/service provider that is provided to a Publisher (via an ad tag) for insertion on the Publishers™ Website.

"Advertiser" means a website, company, agency or other entity that pays a for a legitimate sale, lead, click, impression, view or other measurable action by a Visitor, and uses the ELOC Network.com Service to facilitate any of the following (but not limited to) activities or actions: sign-ups, registrations, ad distribution, tracking, reporting, and commission payments.

Click" occurs when an Internet user clicks on a Link that a Publisher has placed for an Advertiser.

"Commission" means the amount sale commission, lead commission, impression commission, view commission or click commission or other payment amount, established and agreed upon by ELOC Network.com and You and as specified in an Addendum to this agreement (for example an insertion order) or in an agreement signed between You and ELOCNetwork.COM. The Commission may be expressed as a set amount or as a percent of sales or by way of revenue sharing.

"Impression" occurs when an Internet user views an ELOC Network.com Ad Unit on a Publisher™s site.

"Insertion Order" or "IO" is an amendment to this Agreement that may be signed between You and ELOC Network for a specific advertising campaign. The IO shall be considered an Addendum to this Agreement and shall include campaign specific information such as, but not limited to, the campaign name, geo or demographic targeting information, Ad Unit type, cost per Ad Unit, quantity of Ad Units and overall campaign budget and payment terms. By executing an IO, You also agree to be bound to the terms of this Agreement.

"Link" means a hyperlink placed on an Publisher™s site on an Ad Unit served by ELOC Network.com that, when clicked on, that may be directed to your Web Site for the Offer or may initiate an action (such as video play). The Link may be in the form of text, a product image, a video overlay, a button, a banner or any other format acceptable to You, and defined only through Your program on ELOC Network.com.

"Measureable Action" occurs when internet users complete either a purchase, lead form, registration, impression, view or other action which the Advertiser has defined. When a Measurable Action can be matched, by ELOC Network.com to a previous Click, a Commission occurs and is tracked by ELOC Network.com.

"Offer" means an offer for product, service, program, survey, lead or advertisement or any other offer that a Visitor to your Web site from the Link receives or is offered. You are responsible to update any such Offers and to notify ELOC Network.com within 7 days that the Offer or specific offer ceases to be valid.

"Payout" means the amount sale commission, lead commission, impression commission, view commission, or click commission established and agreed upon by ELOC Network.com and You. The Payout may be expressed as a set amount or as a percent of sales /lead or by way of revenue sharing.

"Pending Period" relates for performance-based campaigns and is defined as the period after the month in which transactions by Publishers occur during which the Advertiser can review and approved pending performance transactions. All transactions shall be either approved or declined by the end of the Pending Period. Unless indicated otherwise by an Advertiser, the Pending Period shall be one month (but not less than 30 days) following the completed calendar month in which the transactions occur. For example, for June transactions, the Pending Period shall be July, such that by July 31, all June transactions shall be approved or declined such that payment shall be made to the Affiliate on the June transaction payout date (i.e. August 20). The Pending Period is not applicable for pay-per-view campaigns where the Pending Period is zero. Any actions not declined or approved by You by the end of the Pending Period shall be deemed approved and You shall be responsible for any payments on such transactions.

"Publisher" means a website that is an approved Publisher in the ELOC Network.com network that places an ELOC Network Ad Unit (via means of an ad tag or other ELOC Network.com approved method) on a website that is owned or managed by said Publisher and for which their Visitors may view the Ad Unit (such as via Auto-Play or may be required to complete a Measurable Action of the Ad Unit), such as, but not limited to an impression, registration, sign-up, purchase, lead, form completion, view, survey or other Measurable Action by a Visitor. The Publishers are paid an commission payment for such Measurable Action from the funds paid by You for the campaigns.

"PLY" means an overlay on the Video which may be clickable or interactive or may include derivative work of the Video.

"PLY View" means the view of such PLY as recorded, tracked and counted by ELOC Network.com or ELOC.

"Qualifying Revenues" are revenues derived by the Advertiser from authorized sales, excluding costs for shipping, handling, gift-wrapping, taxes, gift certificates, service charges, credit card processing fees, charge backs, returns and bad debt.

"Sale commission" means the Payout amount (for Performance Based campaigns) or the amount to be paid, pursuant to an IO or other agreement signed between You and ELOC Network. You agree to pay for Visitors referred to Your Web site that results in a sale or lead of or for a product or service or where the Payout is based on impressions or views or other Measurable Action of Your advertisement, where the Sale Commission shall be based on such Measureable Action. In the event of a sale, the sale could occur at the time of the visit or at a later time not to exceed a period of time as agreed between You and ELOC Network.COM as specified in an IO, if applicable which shall serve as an Addendum to this Agreement.

"Tracking Code" means a small piece of HTML code given to the Advertiser by ELOC Network.com, for applicable Ad Unit campaigns, which is used by ELOC Network.com to provide the Service.

"Tracking Gap" dictates the maximum time that can elapse between a Click and a Measurable Action and shall be agreed upon between You and ELOC Network.com as specified in an IO.

"Tracking Pixel" means a small piece of HTML code that may be given to the Advertiser by ELOC Network.com which is used by ELOC Network.com to provide the Service. If You don't want to use JavaScript tracking code, you can also use a hidden image (hidden pixel tracking) version, if available.

"Video" means a video (or video URL link) supplied by an Advertiser to ELOC Network.com which may be embedded by an Publisher (as an Ad Unit) on which interactive and clickable Links may be overlaid to allow a Visitor to Click on such a Link or view such advertisement as an Impression.

"Video Embed" means the embed code (as provided by ELOC Network.com) for the Video (supplied by You) to be embedded on the Publisher's website.

"Video Hosting" means the hosting, storage and streaming of the Advertiser's Video content.

"Video Impression" occurs when an internet user views a Video or PLY on a Publisher's site.

"Video View" means the view of a video as recorded, tracked and counted by ELOC Network.com.

"Visitor" means any person, or user that clicks on an Ad Unit placed on the Publishers™ Website or Link to Your Website through the ELOC Network.com Service.

"VOID" means a reversal of a performance-based transaction previously earned for a Measurable Action that is later voided by You. You may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons. Transactions may be voided during the Pending Period only.

The Service

ELOC Network.COM, as an Affiliate Network Provider, has developed, operates and provides a service which allows Web sites to run and/or participate in Performance or Per View Marketing programs (the "Service"). You wish to become an Advertiser of ELOC Network.COM and utilize the Service as an Advertiser. As an Advertiser, Affiliates will be establishing relationships with you through ELOC Network.COM where Affiliates may publish an Advertiser's Video and Video Embed on their Affiliate Web site and where such Videos may include a PLY. All relationships established between You, the Advertiser, and Affiliates under this Agreement through ELOC Network.COM network will be conducted and managed through the Service. This in no way shall limit the Advertiser from establishing relationships with Affiliates through other Affiliate Network Providers or engaging in other business development relationships.

Link Placement

ELOC Network.com, as a Publisher Network, has developed, operates and provides a service which allows Publishers that own or manage Websites to run and/or participate in Performance or Per View Marketing programs (the "Service"). As an Advertiser, Publishers will be establishing relationships with you through ELOC Network.COM where Publishers may publish an Ad Unit on their Website (Ad Units may be provided with overlay PLY). All relationships established between You, the Advertiser, and Publishers under this Agreement through ELOC Network.com network will be conducted and managed through the Service. This in no way shall limit the Advertiser from establishing relationships with Publishers through other Affiliate Network Providers or engaging in other business development relationships, provided that as applicable by law, no direct solicitation of the Publishers is conducted without ELOC Networks™ written consent.

Tracking Code

You are responsible to maintain the necessary and functioning Tracking Code at Your site. Should ELOC Network.com become aware that the necessary Tracking Code is missing or has been removed from Your site, ELOC Network.com will notify You to rectify the situation. Advertisers will be given 7 days to correct the problem and will notify ELOC Network.com when the corrections have been made. After 7 days, ELOC Network.com will have the right to terminate this agreement.

Note: Unless agreed between the parties (in a separate IO), you agree to accept the reporting by ELOC Network's servers (or third-party servers contracted by ELOC Network) for all data related to the campaign (including but not limited to, impressions, views, actions, clicks, other Measurable Actions, payments due by advertisers, etc…). All reporting (as may be made available via ELOC Network's system) shall be deemed final.

If it is found during the initial setup process that our software will not work with your website configuration, we will refund all setup fees (if any). If you should choose to cancel before becoming active, for any other reason besides software incompatibility (as determined by ELOC Network.COM), we will refund your setup fee (if any), minus a $10 return fee. Once your site goes active on the ELOC Network.COM service, there are no refunds of the setup fee (if any) allowed – unless in the case of a material breach by ELOC Network.COM.

Video Hosting, Storage and Delivery

The Service allows for Publishers to use an Ad Unit (via a tag) on their Website where such Ad Unit may include a PLY. ELOC Network.com may either host, store and deliver the Ad Unit to the Publisher on behalf of the Advertiser via its own servers or via a third-party hosting/serving provider. ELOC Network.com shall not be liable for any downtime or failure to view any Ad Unit on the Publisher’s Website, whether served by ELOC Network’s own servers or or any failure by third-party providers. ELOC Network uses known and reliable delivery networks for the delivery of Ad Units to the Publishers Affiliates. However, ELOC Network.coom does not guarantee the delivery of the Ad Unit but shall make every effort to deliver the Ad Unit. ELOC Network.com may also back up the Ad Unit media format (where serving and hosting is provided by ELOC Network), but shall not be responsible for any damage or loss of data due to the Ad Unit Content.Any Ad Unit provided to ELOC Network must be free of any Trojan horse, virus, worm, time bomb or other similar harmful or deleterious programming routines (each a “Routine”). If any such Ad Unit shall contain such Routines, You shall be liable for any and all damage directly caused to the Publisher, the Publisher’s Websites and Visitors, ELOC Network and the Service as a result of such Routines.

Pricing

ELOC Network.com and the Advertiser shall agree on a transaction fee for the Service and the parties shall enter into an IO detailing the pricing arrangements between the parties for said campaign. Where no IO is executed, the parties agree that a transaction fee of at least 40% shall be charged for any transaction from the execution or acceptance of this Agreement, until terminated by either party. You may discontinue your use of the Service at any time (or as provided by the IO). Upon any termination by an Advertiser, ELOC Network.com shall refund any remaining balance (if any) in the Advertiser's account within a period equal to the "Tracking Gap" plus 60 additional days to account for processing and delivery. Pricing and refund information may be amended at any time by ELOC Network.com in this Agreement or any updates thereof.

Publisher Transactions and Payment

The Advertiser shall establish and define a set of Commissions that Publishers may earn for authorized transactions of campaigns provided by You (performance and non-performance campaigns). Publishers shall earn the payout (less any ELOC Network fees) for such approved Measurable Actions All payments by the Advertiser are due based on the terms set forth in the IO and if no IO exists, payment is due, within 30 days from the end of the month in which the Measurable Action occurred. Payments to Publishers are contingent upon receipt of funds by You. For some campaigns, a prepayment may be required and shall be set forth in the IO. For explanation on Publisher Payment processing, see the Publisher Terms.

Voids / Reversals / Product Returns

A "VOID" is executed by the Advertiser as a means to reverse the payout for a particular Measurable Action. VOIDS may be the result of (i) canceled sales; (ii) product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) non-receipt of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by an Publisher to comply with the Terms of Agreement set forth by ELOC Network.com and the Advertiser (each, a Void Reason). Unless indicated otherwise by an Advertiser (such indication shall be included along with the Advertiser's offer on ELOC Network.com and agreed between the Advertiser and ELOC Network.com), sales/leads or other Measurable Actions performed through the Service shall remain in a pending status (for purposes of payment) prior to being credited to an Publisher for the Pending Period. During the Pending Period, the transactions in the pending status will allow the Advertiser to Void the action, if such action is a result of a valid Void Reason. After the Pending Period, any amounts due to ELOC Network by the Advertiser shall be due by the agreed or stated payment terms and after the Pending Period, You will no longer be able to reverse the sale.

Service and Support

ELOC Network.com will provide support for the Service as indicated on the ELOC Network.com Web site and in accordance with the terms and conditions and are provided AS-IS and AS-AVAILABLE as set forth in this Agreement that supersede any other Agreement. ELOC Network.com may be contacted at support@ELOC Network.com for any Service or support inquiries.

E-mail Contact

ELOC Network.com shall send timely e-mails to inform You of applicable changes or additions to the Service or any ELOC Network.com related products and services.

Changes to the Service

ELOC Network.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, ELOC Network.com will notify You via e-mail, newsletter or the ELOC Network.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service and any refunds in your Account Balance shall be made in accordance with this Agreement or applicable IO.

Registration

To sign up as an Advertiser of ELOC Network.com and to use the Service as an Advertiser you must be at least 18 (eighteen) years of age, and supply a valid tax-id (if applicable), which may be your social security number for individuals, or a federal tax-id for corporations or entities. THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN ELOC NETWORK.COM: ADULT SITES, SITES THAT DISPLAY ADULT CONTENT OR BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES. As part of the registration process, You may be required to select a username and password combination that You use to access Your Advertiser area within the Service. You shall provide ELOC Network.com with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that ELOC Network.com may rely on any data, notice, instruction or request furnished to ELOC Network.com by You which is reasonably believed by ELOC Network.com to be genuine and to have been sent or presented by a person reasonably believed by ELOC Network.com to be authorized to act on Your behalf. You shall notify ELOC Network.com by e-mail at at advertisers@ELOC Network.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by ELOC Network.com and referral to the appropriate law enforcement agencies.

Accepted Use

You represent to ELOC Network.com that all advertising material content (in any Ad Unit format, including any landing webpage for any Offer) You provide to the Service, to the best of your knowledge, but without special investigation of any kind, is (i) solely owned by You or provided by You with the express authority of the company You represent, (ii) does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights), and is (iii) not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States or other applicable international law and complies with ELOC Network.com's terms. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish, as an Advertiser, of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As ELOC Network.com may not review all information provided by You, You shall remain solely responsible for Your content and Web site. You also authorize (and represent that You have the right to represent as such) to ELOC Network.com to create and publish PLYs for the Ad Unit, as applicable (such as, but not limited to clickable and interactive banners, derivate work of the Video or informational content) including the right to use Your Ad Units for commercial use. You hereby grant the Publisher, a revocable, limited license and the right to distribute, display and perform such Ad Units on their Web sites, all for non-commercial, commercial and personal use. Furthermore, you hereby grant ELOC Network the right and license to display the Ad Unit on its own Website and to use your name, logo and/or Ad Unit content for marketing and promotional use. You further hereby authorize ELOC Network.com to allow for Visitors to create user-generated content on Your Ad Unit (in the event such a service is allowed by ELOC Network.com). ELOC Network.com shall be not responsible neither for the Ad Unit, the Ad Unit content, , the content of Your website or content of the offer’s website, the Publisher™s website, the content of any third-party site for which Links are directed or the third-party service providers. ELOC Network.com does not control or monitor the PLY content created using its Service or services and shall not be liable, in any case, for illegal, infringing or inappropriate content created. Creation of PLY content (if applicable) may require user acceptance of ELOC's Terms of Use and Privacy Policy which may be found at www.ELOC.com. Creation of PLY content may be produced by ELOC or by a third-party with whom ELOC has contracted.

Limited Warranty

The Service, its operation, its use and the results of such use shall be performed in a professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF ELOC NETWORK AND ADVERTISER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, ELOC NETWORK SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO ROUTINES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. ELOC Network.com will make reasonable commercial efforts to keep its Service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. ELOC Network.com shall not be responsible for any system downtime. Advertiser further agrees not to hold ELOC Network.com liable for any of the consequences of such interruptions. ADVERTISER SHALL HAVE NO LIABILITY, UNLESS THE FOLLOWING ACTIONS ARE A RESULT OF ADVERTISERS GROSS NEGLIGENCE OR FRAUD, (I) FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF PUBLISHER OR PUBLISHERS CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS; OR (II) WITH RESPECT TO ADVERTISER OBLIGATIONS HEREUNDER; FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ADVERTISER HAS BEEN NOTIFIED OF SUCH DAMAGES, UNLESS SUCH ACTIONS ARE THE RESULT OF ADVERTISER™S GROSS NEGLIGENCE OR FRAUD. LIABILITY OF ADVERTISER HEREUNDER SHALL BE LIMITED TO THE FEES PAID BY ADVERTISER TO ELOC NETWORK UNDER THIS AGREEMENT. LIMITATION OF LIABILITY EXCLUDING LIABILITY ARISING FROM OR RELATING TO ELOC NETWORK OBLIGATION TO KEEP ADVERTISER INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED "NONDISCLOSURE" BELOW AND ANY BREACH BY ELOC NETWORK OF THE SECTION ENTITLED "OWNERSHIP AND LICENSES", NEITHER ADVERTISER, ON THE ONE HAND, NOR ELOC NETWORK OR ITS SUPPLIERS OR RESELLERS OR OTHER ADVERTISERS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE OR ANY INFORMATION PROVIDED ON THE ELOC NETWORK WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ELOC NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that ELOC Network.com, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links or Ad Units linking to Your Website, from the Publishers. ELOC Network.com agrees to indemnify, defend, and hold harmless Advertiser and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees, expert witness fees and costs) directly or indirectly arising from or relating to ELOC Network.com's acts or omissions in performance of the Services or its breach of this Agreement.

Non-Disclosure

ELOC Network.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of You or Your Company. ELOC Network.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of ELOC Network.com, that becomes available to ELOC Network.com from third parties without knowledge by ELOC Network.com of any breach or violation of fiduciary duty, or that ELOC Network.com had in its possession prior to the date of this Agreement. ELOC Network.com reserves the right to be able to utilize any data tracked or gathered from Your use of the Service in accordance with its Privacy Policy and to aggregate and analyze Service trends, monitor Service efficiencies, and perform such other analysis as ELOC Network.com deems appropriate.

Ownership and Licenses

ELOC Network.com represents and warrants that it owns or has been licensed certain code, images, technology, content, trademarks, banners and other intellectual property that it shall provide to You, under this Agreement. You, the Advertiser, are granted a non-exclusive, limited, revocable right to use trademarks and banners of ELOC Network.com. All images, technology and content provided for Your use is and shall remain the sole property of ELOC Network.com, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain ELOC Network.com's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way. You, the Advertiser, hereby grant ELOC Network.com a non-exclusive, limited, revocable right to sublicense the use of Your trademarks, banners, Ad Units, Video and other content as provided to or distributed via ELOC Network.com to Publishers through ELOC Network.com (including for ELOC Network's own marketing or promotional use). All images, technology, Ad Unit, media, creative work, derivative work and other content (together the "Works") provided for ELOC Network.com and Publisher™s use is and shall remain Your sole property (or the rightful owner of such Works where You has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to Publisher or to ELOC Network.com except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser's sole property, including rights in and to any derivatives thereof. ELOC Network.com and its Publishers may not modify the trademarks, banners, Ad Units, media or other the content or any of the images provided by You in any way, unless given explicit permission to do so.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Ad Unit or other content used as part of the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and:
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ELOC Network.com's designated contact to receive notifications of claimed infringement is: This e-mail address is being protected from spambots. You need JavaScript enabled to view it . For clarity, only DMCA notices should go to this address. Any other feedback, comments, requests for technical support, and other communications should be directed to support through support@ELOC Network.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

Representations

ELOC Network.com makes no representations whatsoever about any other Website which You may access through the Service. In addition, a link to a non- ELOC Network.com Web site does not mean that ELOC Network.COM endorses or accepts any responsibility for the content or the use of such Website.

Assignability

Advertiser or ELOC Network.com may assign this Agreement to any successor or affiliate upon notice to the other party, provided, in the case of ELOC Network.COM, the assignee continues to fulfill its obligations and provide the Service hereunder.

Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Jurisdictional Issues

This Agreement shall be governed by California, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of California, USA and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

Miscellaneous

This Agreement and any Addendums or separate agreements executed between You and ELOC Network.com (which shall be deemed a part of this Agreement and which may be executed separately between the parties) represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR IO. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

Last update: January 2012