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Pursuant to this Agreement, Robert Sherman Media, (hereinafter referred to as "Sherman") of 1680 Navajo Blvd. -- 1st Floor, Ogden, Utah 84403, and the Publisher shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made on Robert Sherman Media’s advertising network ("the Network") to Publisher Website or websites ("Websites").


a) Membership: Membership in the Network is subject to prior approval of Sherman. Sherman reserves the right to refuse service to any new or existing Publisher, in its sole discretion, with or without cause. Sherman reserves the right to withhold approval of membership in the Network based on Website primary language. Sherman reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted.

b) Representation: Publisher represents and warrants that: (1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website; (2) the Website is free of any "worm", "virus" or other device that could impair or injure any person or entity; (3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement; (4) the Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (5) Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (6) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants Sherman and the customer the right and license to transmit the Creative to the Website.

c) Termination: Sherman reserves the right to terminate any Publisher's relationship with the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Publisher agrees to immediately remove from his/her website Sherman's html code for serving Creative from the Network. Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the Sherman server logs, all ties to referrals will be permanently severed, and Publisher will not receive future referral commissions.

d) Content: Sherman reserves the absolute right to refuse to affiliate with any Publisher. Sherman does not accept Websites that produce or provide adult content. Sherman does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Sherman does not accept Websites that are: under construction, or personal home pages. This Agreement is voidable by Sherman immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. In addition, Sherman may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Publishers that change the nature of their content after approval for membership MUST notify Sherman of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design. Notices should be sent to lex@robertsherman.com <mailto:lex@robertsherman.com>.

e) Traffic: Sherman reserves the right to terminate Publisher's relationship with Sherman immediately should either (a) the number of Impressions delivered by Publisher fall by 50% or worse of the previous 6 month average (b) the unique Click Through rate equals 0.2% or less for any fourteen (14) consecutive calendar day period, or (c) Publisher's traffic falls below the threshold established by Sherman from time to time. Sherman reserves the right to change the minimum CTR at any time in response to market factors.

f) Defaults: Sherman may not be able to fill 100% of advertising requests sent to its servers with paying ads. Sherman provides free Publisher-defined default redirects expressly for this reason. Publisher-defined defaults ads must adhere to the content guidelines outlined for all Sherman Advertisers (no adult content, etc.) Publishers found using default ads that violate the content restrictions may be removed from the Network. If Publisher chooses not to specify a default redirect, Sherman will display so-called "house" ads on Publisher's website. "House" ads may be non paying, or may pay lower rates than Basic or RON rates. Sherman may display so-called "house" ads on any Publisher's website when technical conditions require it.

g) Placement: Creative may NOT be placed on any root URL not specifically approved for membership within the Network without consent of Sherman. At least 50% of all banner creative must be placed within 500 pixels of the top of the Webpage (above the page scroll/fold). No member will place ads on blank pages, on pages with no content, on top of one another, on non-approved Websites, or in such a fashion that may be deceptive to the visitor. Creative cannot be placed in email messages.

h) Fraud and Deception: Sherman audits every Publisher's traffic on a regular basis. Publishers that commit fraudulent activities, including false clicks, false impressions, and incentivised clicks, may have their account permanently removed from the Network and will not be compensated for fraudulent traffic. Additionally, Sherman reserves the right to register fraudulent Publishers in a global ad network fraud database, for usage by other ad networks. All proceeds from accounts with fraudulent activity will be withheld from Publisher. All Sherman creative must be served from a Sherman server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of the Network system could result in legal action. No Publisher shall induce visitors to click on Creatives based on incentives, provided, however, that, with the prior approval of Sherman, certain language may appear above or below an advertisement served by the Network. The following methods of generating visitor interest are unacceptable to Sherman and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote a Website; auto-spawning of browsers; automatic redirecting of users; Publisher-generated impressions or clicks, blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

i) Code: Sherman ad codes must be not be modified from original format without consent from Sherman. Publisher agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Sherman ad codes can not be used on webpages that contain forums, discussion boards, or chat rooms without prior written consent of Sherman. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any Sherman computer code, except as is necessary to participate in the the Network, provided, however, with the prior approval of Sherman, a Publisher may, in certain instances, modify the Network computer code for purposes of inserting certain pre-approved language above or below an advertisement served by the Network. Requests for language approval should be sent to lex@robertsherman.com <mailto:lex@robertsherman.com>

j) Data Reporting (Stats): Sherman is the sole owner of all website, campaign, and aggregate web user data collected by Sherman. Publisher only has access to campaign data that is collected through the use of Publisher's own inventory.

k) Contact Information: To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be promptly updated. This must be done by email to lex@robertsherman.com <mailto:lex@robertsherman.com>. Any and all bank fees, Paypal fees, or service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from re-payment. Sherman will not be responsible for undelivered payments due to incorrect Payment Profile information.


a) Publishers will typically be paid whenever their account reaches zero reserve. Do not invoice Sherman; all Publisher invoices are discarded. Publishers will be paid at the account level. All accounts will be settled in US dollars ($US). Every US-based Publisher account must have a unique taxpayer identification number (either a SSN or EIN). All payments are based on actuals as defined, accounted and audited by Sherman and its advertisers. In no event will payments be made on accounts that have not provided proper tax identification information.

b) Any Publisher account that goes unpaid for six (6) months due to low delivery levels of ads from the Network becomes subject to immediate dismissal from the Network. Basic banner units are limited to a frequency cap of eight banner impressions per unique user per day, and basic popunder units are limited to a frequency cap of three impressions per unique user per day. Impressions beyond these frequency caps or shown to visitors with non-U.S. IP addresses are "RON", or Run of Network ads, and are paid at variable rates based on available advertising inventory. Impressions beyond the frequency caps, or shown to visitors with non-U.S. IP addresses may, at Sherman's sole option, be offered as Publisher-defined defaults or "house ads", as outlined in section 2(f).

c) Sherman reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein. Sherman will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Examples of such acts may include, without limitation, clicks without referring URLs, extraordinarily high numbers of repeat clicks, and clicks from non-approved root URLs.


a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher Websites and/or (ii) any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by the Network). Publisher hereby agrees to indemnify, defend and hold harmless Sherman and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites (except for advertisements supplied by the Network); (b) arising out of any material breach by Publisher of any duty, representation or warranty under any agreement with Sherman; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites (other than through an advertisement supplied by the Network).

b) Damages: In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

c) Warranty Disclaimer: Sherman and its Customers do not make and hereby expressly disclaim all warranties, express or implied, with respect to any matter whatsoever, including, without limitation, the performance of any software programs incidental to services rendered by Sherman, services provided thereunder, or any output or results thereof. Sherman and its Customers specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

d) Limitation of Liability: Neither Sherman nor its Customers will be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of Sherman or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a Customer or Creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any Creative.


a) Applicability: In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Sherman nor Publisher shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Sherman website Publisher interface are explicitly bound by this Agreement.

b) Public Release: Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with Sherman or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Sherman. Sherman shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes.

c) Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against Sherman, Sherman reserves the right to withhold payment and take appropriate legal action to cover its damages.

d) Audit: Sherman shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to Sherman. Sherman will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

e) Modifications: Sherman reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to this agreement within 10 business days from the date of change. Sherman will post any changes to this Agreement in this area of the http://www.robertsherman.com Website.

f) Privacy: Publisher shall support Sherman's commitment to protect the privacy of the online community; such commitment is set forth in our Privacy Statement (<http://www.hermoment.com/privacy.htm>), which is hereby incorporated into this Agreement.

g) Assignment: Customer may not assign this Agreement, in whole or in part, without written consent from Sherman. Any attempt to assign this Agreement without such consent will be null and void.

h) Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Utah.

i) Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.



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