Terms and Conditions

TARGELEON LLC PUBLISHER PROGRAM 
TERMS AND CONDITIONS OF USE
 (LAST REVISED: April 25th, 2016) PLEASE READ THIS TARGELEON LLC TERMS OF USE AGREEMENT CAREFULLY. BY SUBMITTING A PROGRAM APPLICATION VIA THE TARGELEON LLC SYSTEM, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Targeleon LLC Publisher Program Terms of Use Agreement (the "Agreement") governs your participation in the Targeleon LLC Publisher Program (the “Program”) accessible via http://www.targeleon.com. As used in this Agreement, “we”, “us”, and “our” refers to Targeleon LLC, or any or our affiliated companies; “you”, and “your” refers to the individual or entity applicant for or participant in the Program. We reserve the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on the Site. We will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised (i.e., following the words "Last Revised"). The revised Agreement will be effective immediately after it is posted at http://www.targeleon.com. Modifications may include, for example, changes in the scope of available fees, fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE AND/OR THE NEW AGREEMENT. Targeleon LLC (the, “Targeleon.com”, “Targeleon”, “We”, etc.) is an advertising network that provide services for products monetization and promotion, connecting publishers and advertisers through our platform globally, and You (the, “Publisher”, “You”, “Yours”, etc.) is a business that is seeking an agency to perform advertising and marketing consultancy, media and media markets analysis, media campaign planning, media time buying, and media management services, and WHEREAS, Targeleon LLC has offered its services to the Publisher through www.targeleon.com web site (the, “Site”, “Program”), and You has chosen to hire Targeleon LLC to perform these services, NOW, therefore, Targeleon LLC and Publisher agree as follows: 1. Conditions 1.a. In order to become a Publisher you must first accurately sign up for Targeleon LLC publisher account at our web-site www.targeleon.com and comply with present Agreement for acceptance, and not use any aliases or other means to mask your true identity or contact information. We may accept or reject your account registration at any time at our sole discretion for any reason. Targeleon LLC reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your request if deemed appropriate. 1.b. By filing your account information or registering as a Publisher you confirm your understanding and unreserved acceptance of all terms and conditions, policies (including present Agreement) of Targeleon LLC published at our web-site concerning the Services. 1.c. In order to be eligible to become a Targeleon LLC's Publisher, all websites or affiliated websites or publishers must meet the following criteria: · Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers · Be fully functional at all levels; no “under construction” sites or sections 1.d. The content of the publishers, websites or affiliated websites cannot include any material that infringes the rights of any third party or is in violation of any law, as determined by us in our sole discretion, including but not limited to the following: · Intellectual property rights · Racial, ethnic, political, hate-mongering or otherwise objectionable content · Investment, money-making opportunities or advice not permitted under law · Gratuitous violence or profanity · Material that defames, abuses, or threatens physical harm to others ·Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc. · Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.) · Hacking or Phreaking. · Any illegal activity whatsoever · Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic · Any other inappropriate activity as determined by us in our sole discretion. 1.e. You may determine at your discretion the following method of Service – Self-Service. Self-Service assumes that all Services and traffic campaigns shall be provided through Publishers’ account at our web-site. Targeleon LLC support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by You. You may not transfer your account to anyone without explicit written permission of Targeleon LLC and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Targeleon LLC cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. 2. Placement of Ads 2.1. Site may NOT place any Targeleon LLC advertisements on alternative publishers or websites without written consent and approval of Targeleon LLC. Publisher will not place advertisement on pornographic/offensive, and/or warez, and/or illegal MP3 sites/directories, and/or P2P/Bit-Torrent sites, and/or Spyware or malicious code of any sort and/or alternatively questionable areas. In case where advertisements are placed in such locations, Targeleon LLC reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the company and/or set a financial penalty in the amount of $20K (USD) or a higher sum, based on the damages caused to Targeleon LLC. 2.2. Targeleon LLC does not check or control all the activities or contents at Your website, but all the services may be rejected and we reserves the right to delete Your account and withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity. 3. Online Reports Publisher may view the online reports within Targeleon LLC reporting system which in ALL ways are estimate numbers that can be changed. Publisher acknowledges that in some cases, Targeleon LLC will need to make adjustments to reported statistics due to specific contractual provisions (e.g., bonuses), Invalid Clicks, statistical errors, or third party tracking provided by advertisers or their agencies. In all cases, we will use commercially accepted methods and practices to direct and measure traffic. Campaigns can be customized at any time by Targeleon LLC team to comply with advertiser´s ad serving numbers. This also states Targeleon LLC stats will be leading in every case. 4. Publisher Earnings 4.a. Revenue share deal based on placements generated by Targeleon LLC Reporting Source – All reported numbers for the purposes of billing and general delivery reporting are based on Targeleon LLC server reports. 4.b. If Publisher believes that there is a discrepancy in Targeleon LLC's server reports, Publisher must provide Targeleon LLC with a reasoned report of such discrepancy within three (3) calendar days from receipt of Targeleon LLC's server reports. Otherwise, Targeleon LLC shall not be liable for such discrepancy. If the parties are unable to arrive at reconciliation, then Targeleon LLC stats and reports shall govern. 4.c. Targeleon LLC is entitled to make an adjustments in Publisher’s account in the following cases: · To pay promotions and bonuses · Due to technical reasons · Due to Publisher’s fraudulent activity · On the basis of additional agreements with You · Due to Advertiser’s complaints or refunds 5. Payments 5.a. Targeleon LLC will pay Publisher weekly on each Friday the amount earned during the previous week revenue period. There is no minimum payment requirement. 5.b. Targeleon LLC acts as a third party for advertisers, therefore Publisher understands and agrees that payment for Publisher’s revenue is dependent upon payments from advertisers to Targeleon LLC that it has received without any restrictions. You hereby release Targeleon LLC from any claim for Publisher’s revenue if Targeleon LLC did not receive funds from the advertiser. Publisher shall hold Targeleon LLC harmless and indemnify it from any claims or liability related to such unpaid revenue. 5.c. Targeleon LLC furthermore expressly disclaims any responsibility in relation to (i) any claims made in relation to Ads, campaigns or any Contents or (ii) any claims made in relation to the publication of any such Ads, campaigns or Contents on any web sites such as, including but not limited to, streaming sites, File Sharing Sites, and sites with adult content. 5.d. Publisher responsible to supply valid payment details. Publisher will bear payments fees if required. 5.e. All payments shall be processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block Your account and terminate this Agreement if we have a reasonable suspicion that you have breached any term of this Agreement. We assume no responsibility for paying any taxes on payments made to you and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program. In certain cases, we may withhold all payments until we receive relevant tax documentation from you. 5.f. You shall ensure the ability to receive payments from Targeleon LLC to specified by you payment details. If the receipt of revenue or other payment is delayed or failed because of non-compliance with this condition (including if the failure or delay is caused by a third party payment service provider you are using), Targeleon LLC shall not be responsible for violation of terms of payment. 5.g. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and We will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Targeleon LLC related to the transaction. If you experience a technical failure or interruption of service that causes your funding transaction to fail, you may request that your transaction be completed at a later time. 6. Representations, Warranties and Covenants · You represent, warrant and covenant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership and use of intellectual property; · You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content; · You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed; · You represent and warrant that you own or have the legal right to use and distribute all content, copyrighted material, trademarked materials, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein; · You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Targeleon LLC that allows Targeleon LLC to measure ad performance and provide its service (“Site Data”); · If instructed to do so by Targeleon LLC and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data; · You acknowledge that Targeleon LLC does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs; · You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site; · If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities; · You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it; · You may not disable, circumvent or otherwise interfere with security related features of our service or features that prevent or restrict use or copying of any part of our service, or which enforce limitations on the use of our service; · You represent, warrant and covenant that Your Media does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18); · If any errors or undesirable results occur due to no fault of Targeleon LLC, Targeleon LLC shall not be responsible for losses and You may not be compensated; · Publisher undertakes to ensure that its servers support the traffic directed to ad campaign through our service. Anyway, Targeleon LLC takes no responsibility for all the consequences in case your servers cannot support the traffic directed to your web-site. You shall test Your website to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary. · YOU MAY NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMP TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER. · You are expressly prohibited from using any means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the services or generating of remuneration or exceed your permitted access to Targeleon LLC web-site. These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders”, automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Targeleon LLC shall make all determinations about fraudulent activity in its sole discretion. 7. DISCLAIMER OF WARRANTY YOU UNDERSTAND AND AGREE THAT THE TARGELEON LLC SITE, AND ANY INFORMATION PROVIDED THEREBY IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, TARGELEON LLC AND TARGELEON LLC DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER TARGELEON LLC NOR TARGELEON LLC , NOR ANY OF ITS OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (i) THAT THE TARGELEON LLC SITE, THE PROGRAM AND ANY INFORMATION PROVIDED THEREBY, WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, OR ERROR FREE; (ii) WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, OR SECURE; (iii) THAT ANY DEFECTS OR INFORMATION WILL BE CORRECTED, OR WILL BE FREE FROM VIRUSES, "WORMS," "TROJAN HORSES" OR OTHER HARMFUL PROPERTIES; (iv) THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY MATERIAL PUBLISHED OR ACCESSIBLE ON OR THROUGH THE TARGELEON LLC SITE, AND ANY INFORMATION PROVIDED THEREBY; (v) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (vi) THAT SOFTWARE IS NON-INFRINGING. TARGELEON LLC AND TARGELEON LLC HEREBY DISCLAIM, AND YOU HEREBY WAIVE AND RELEASE TARGELEON LLC AND TARGELEON LLC FROM ANY AND ALL OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES IN TORT ARISING OUT OR IN CONNECTION WITH YOUR USE OF THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTIVE, PASSIVE OR IMPUTED) OF TARGELEON LLC OR TARGELEON LLC . YOU ACKNOWLEDGE AND AGREE THAT THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY, IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. 8. LIMITATION OF LIABILITY A. IN NO EVENT SHALL TARGELEON LLC OR TARGELEON LLC , OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, INFORMATION PROVIDERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES (REGARDLESS OF THE FORM OF ACTION) ARISING OUT OF (i) USE OF THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY BY ANY PERSON, INCLUDING BUT NOT LIMITED TO, ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, ANY INFORMATION AND CONTENT ACCESSED, (ii) ANY USE OR INABILITY TO USE THE TARGELEON LLC SITE AND ANY INFORMATION PROVIDED THEREBY FOR WHATEVER REASON, INCLUDING BUT NOT LIMITED TO COMMUNICATIONS FAILURE OR ANY OTHER FAILURE WITH TRANSMISSION OR DELIVERY OF ANY INFORMATION ACCESSED, OR (iii) ANY GOODS OR SERVICES DISCUSSED, PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. THE AGGREGATE LIABILITY OF TARGELEON LLC AND TARGELEON LLC , DIRECTORS AND OFFICERS ARISING WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS OR EXCLUSIONS SO THEY MAY NOT APPLY TO YOU. 9. Term of This Agreement The term of this Agreement will begin upon your use of the Site or the Services and will end when terminated by either party. Either you or we 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 the Site and the Services. 10. Termination We may terminate this Agreement if we believe, in our sole discretion, that you have violated any provision of this Agreement and/or for any other reason as we may determine in our sole discretion, with or without cause, by providing you with written notice of our election to terminate. We may affect notice of such termination through any means, including but not limited to posting such notice on the Site or otherwise publicly proclaiming such termination. Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. No notice to you is required to effectuate such termination. You may terminate this Agreement at any time by providing us written notice of your election to terminate. 11. No Reverse Engineering No reverse engineering or decompiling of the Site is authorized or permitted. Furthermore, you may not build, develop, or otherwise cause to be created any system that is competitive to TARGELEON LLC or any other web site or business affiliated with the Site or TARGELEON LLC. 12. Indemnification You agree to hold harmless, defend, and indemnify TARGELEON LLC and its officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, agents, partners and affiliates, successors and assigns from all liabilities, claims, demands and expenses, including attorneys' fees, that are due to, or that arise from your use or misuse of the Site or any of its components set forth in this Agreement or any other agreement between us, or for infringement by you of intellectual property rights or other right of any third party. We may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with us in such event. 13. No Guarantee of Profits or Income You agree, understand and acknowledge that TARGELEON LLC, their affiliates, partners, related entities, agents, officers, directors, shareholders, employees, and/or accountants have made no representation of any nature whatsoever regarding profits, income, or money which you may obtain or generate from your use of the Site and/or from entering into this Agreement and/or from marketing and/or promoting your site. Any expression by us in this regard is an expression of opinion only and you agree, understand and acknowledge that you have not been induced and/or persuaded thereby to enter into this Agreement and that you have entered into this Agreement on your own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation. 14. Notices All written notices to TARGELEON LLC shall be delivered by e-mail to contact@targeleon.com. TARGELEON LLC may provide you notice of changes to this Agreement or any other matter by displaying notices to you generally on the Site. TARGELEON LLC may change its addresses (e-mail or mailing) by displaying such changes on the Site. All notices not sent by e-mail shall be in writing and delivered by either overnight courier or certified mail, return receipt requested. 15. Confidentiality We may disclose to you or you may access certain information as a result of your use of the Site which information we consider to be confidential (herein referred to as “Confidential Information”). For purpose of this Agreement, the term “Confidential Information” shall include, but not be limited to, any agreement with TARGELEON LLC for your site and not generally available to other users of the Site, and business and financial information relating to TARGELEON LLC. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information. 16. Miscellaneous 16.a. Exclusivity This Agreement constitutes the complete and exclusive agreement between you and TARGELEON LLC and supersedes any other oral or written communications between the parties regarding the subject matter herein. Any rights not expressly granted herein are reserved. 16.b. Severability If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. 16.c. Governing Law and Binding Arbitration. This Agreement is governed by the laws of the State of Nevada, USA without regard to conflicts of law provisions, as those laws apply to contracts created and performed in the State of Nevada, USA. This Binding Arbitration and Class Action Waiver (this “Waiver”) applies to any dispute arising between you and TARGELEON LLC regarding this Agreement. Dispute, for purposes of this Waiver, means any dispute, action, or other controversy whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. Dispute will be given the broadest possible meaning allowable under law. In the event of a Dispute, you must provide TARGELEON LLC with a Notice of Dispute, which is a written statement of the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute to TARGELEON LLC at 8522 Benidorm Ave, Las Vegas, NV 89178, USA. If you or TARGELEON LLC does not resolve any Dispute by informal negotiation, any other effort to resolve the Dispute will be conducted exclusively by binding arbitration governed by the United States Federal Arbitration Act (“FAA”). You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator’s award. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. You will not seek to have any Dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. You agree to commence arbitration only in Clark County, Nevada. To the extent permitted by law, any Dispute must be filed within one year. The one-year period begins when the Dispute first could be filed. If such a Dispute is not filed within one year, it is permanently barred. If this Waiver is found to be illegal, invalid or unenforceable as to all or some parts of a Dispute, then this Waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Waiver is found to be illegal, invalid or unenforceable, that provision will be severed with the remainder of this Waiver remaining in full force and effect.