Rockety Science's Live Coupon Advertising Program Terms
These Live Coupon Advertising Program Terms ("Terms") are entered into by, as applicable, the Merchants
signing these Terms or any document that references these Terms or that accepts these Terms
electronically ("Merchants") and Live Coupon ("Live Coupon"). These Terms govern Merchants's
participation in Rockety Science's Live Coupon advertising program(s) ("Program"). Merchants's online
management of any advertising campaigns. These Terms and any applicable IO are collectively referred to
as the "Agreement." Rockety Science and Merchants hereby agree and acknowledge:
1 Policies.Program use is subject to all applicable Live Coupon and Partner policies. Policies may be
modified at any time. Merchants shall direct only to Live Coupon communications regarding Merchants ads
on Partner Properties. Some Program features are identified as "Beta," "Ad Experiment," or otherwise
unsupported ("Beta Features"). To the fullest extent permitted by law, Beta Features are provided "as is"
and at Merchants's option and risk. Merchants shall not disclose to any third party any information from
Beta Features, existence of non-public Beta Features or access to Beta Features. Live Coupon may modify
ads to comply with any Policies.
2 Prohibited Uses; License Grant; Representations and Warranties. Merchants shall not, and shall
not authorize any party to: (a) put up any announcement / promotional message without containing an
actual discount for the user unless prior approval is obtained; (b) put any any discounts / coupons that is
not available during time of submission; (c) advertise anything illegal or engage in any illegal or fraudulent
business practice. Merchants represents and warrants that it holds and hereby grants Live Coupon and
Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights)
in Creative, Services and Targets needed for Live Coupon and Partner to operate Programs (including
without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute,
perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative
or Targets) in connection with this Agreement ("Use"). Merchants represents and warrants that (y) all
Merchants information is complete, correct and current; and (z) any Use hereunder and Merchants's
Creative, Targets, and Merchants's Services will not violate or encourage violation of any applicable laws,
regulations, code of conduct, or third party rights (including without limitation intellectual property rights).
Violation of the foregoing may result in immediate termination of this Agreement or Merchants's account
without notice and may subject Merchants to legal penalties and consequences.
3 Disclaimer and Limitation of Liability. To the fullest extent permitted by law, Rockety Science
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR
NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To
the fullest extent permitted by law, Rockety Sciencedisclaims all guarantees regarding positioning, levels,
quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any
impressions, Creative, or Targets on any Partner Property, Live Coupon Property, or section thereof; (iv)
clicks; (v) conversions or other results for any ads or Targets; (vi) the accuracy of Partner data (e.g.
reach, size of audience, demographics or other purported characteristics of audience); and (vii) the
adjacency or placement of ads within a Program. Merchants understands that third parties may generate
impressions or clicks on Merchants's ads for prohibited or improper purposes, and Merchants accepts the
risk of any such impressions and clicks. Merchants's exclusive remedy, andRockety Science's exclusive
liability, for suspected invalid impressions or clicks is for Merchants to make a claim for a refund in the
form of advertising credits for Live Coupon Properties within the time period required under Section 5
below. Any refunds for suspected invalid impressions or clicks are withinRockety Science's sole
discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND
MERCHANTS'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER
PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE
DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS
OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO MERCHANTS'S BUSINESS) WHETHER
IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE
OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO MERCHANTS BY MERCHANTS FOR THE AD GIVING
RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting
from a condition beyond the reasonable control of the party, including without limitation to acts of God,
government, terrorism, natural disaster, labor conditions and power failures.
4 Agency.Merchants represents and warrants that (a) it is authorized to act on behalf of and has
bound to this Agreement any third party for which Merchants advertises (a "Principal"), (b) as between
Principal and Merchants, the Principal owns any rights to Program information in connection with those ads,
and (c) Merchants shall not disclose Principal's Program information to any other party without Principal's
consent.
5 Payment.Merchants shall be responsible for all charges billed by Rockety Science and shall pay all
charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to
by the parties in writing, Merchants shall pay all charges in accordance with the payment terms in the bill
or Program FAQ. Late payments bear interest at the rate of 1.5% per month (or the highest rate
permitted by law, if less). Charges are exclusive of taxes. Merchants is responsible for paying (y) all taxes,
government charges, and (z) reasonable expenses and attorneys fees Live Coupon incurs collecting late
amounts. To the fullest extent permitted by law, Merchants waives all claims relating to charges (including
without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days
after the charge (this does not affect Merchants's credit card issuer rights). Charges are solely based on
Live Coupon's measurements for the applicable Program, unless otherwise agreed to in writing. To the
fullest extent permitted by law, refunds (if any) are at the discretion of Live Coupon and only in the form of
advertising credit for only Live Coupon Properties. Nothing in these Terms may obligate Live Coupon to
extend credit to any party. Merchants acknowledges and agrees that any credit card and related billing
and payment information that Merchants provides to Live Coupon may be shared by Live Coupon with
companies who work on Live Coupon's behalf, such as payment processors and/or credit agencies, solely
for the purposes of checking credit, effecting payment to Live Coupon and servicing Merchants's account.
Live Coupon may also provide information in response to valid legal process, such as subpoenas, search
warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Live
Coupon shall not be liable for any use or disclosure of such information by such third parties.
6 Indemnification.Merchants shall indemnify and defend Live Coupon, its Partners, agents, affiliates,
and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use,
Merchants's Program use, Targets, Creative and Services and breach of the Agreement. Partners shall be
deemed third party beneficiaries of the above Partner indemnity.
7 Miscellaneous.THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT
AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Live Coupon PROGRAM(S) SHALL BE
LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA,
USA, AND Live Coupon AND Merchants CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The
Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject
matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the
subject matter hereof. No statements or promises have been relied upon in entering into this Agreement
except as expressly set forth herein, and any conflicting or additional terms contained in any other
documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not
disclose the terms or conditions of these Terms to any third party, except to its professional advisors under
a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
Merchants may grant approvals, permissions, extensions and consents by email, but any modifications by
Merchants to the Agreement must be made in a writing executed by both parties. Any notices to Live
Coupon must be sent to Live Coupon, Advertising Programs, 78 Eldora Dr., Mountain View, CA 94041,
USA, with a copy to Legal Department, via confirmed facsimile, with a copy sent via first class or air mail or
overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any
subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to
the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in
full effect. Merchants may not assign any of its rights hereunder and any such attempt is void. Live Coupon
and Merchants and Live Coupon and Partners are not legal partners or agents, but are independent
contractors. In the event that these Terms or a Program expire or is terminated, Live Coupon shall not be
obligated to return any materials to Merchants. Notice to Merchants may be effected by sending an email
to the email address specified in Merchants's account, or by posting a message to Merchants's account
interface, and is deemed received when sent (for email) or no more than 15 days after having been posted
(for messages in Merchants's AdWords interface).
These Live Coupon Advertising Program Terms ("Terms") are entered into by, as applicable, the Merchants
signing these Terms or any document that references these Terms or that accepts these Terms
electronically ("Merchants") and Live Coupon ("Live Coupon"). These Terms govern Merchants's
participation in Rockety Science's Live Coupon advertising program(s) ("Program"). Merchants's online
management of any advertising campaigns. These Terms and any applicable IO are collectively referred to
as the "Agreement." Rockety Science and Merchants hereby agree and acknowledge:
1 Policies.Program use is subject to all applicable Live Coupon and Partner policies. Policies may be
modified at any time. Merchants shall direct only to Live Coupon communications regarding Merchants ads
on Partner Properties. Some Program features are identified as "Beta," "Ad Experiment," or otherwise
unsupported ("Beta Features"). To the fullest extent permitted by law, Beta Features are provided "as is"
and at Merchants's option and risk. Merchants shall not disclose to any third party any information from
Beta Features, existence of non-public Beta Features or access to Beta Features. Live Coupon may modify
ads to comply with any Policies.
2 Prohibited Uses; License Grant; Representations and Warranties. Merchants shall not, and shall
not authorize any party to: (a) put up any announcement / promotional message without containing an
actual discount for the user unless prior approval is obtained; (b) put any any discounts / coupons that is
not available during time of submission; (c) advertise anything illegal or engage in any illegal or fraudulent
business practice. Merchants represents and warrants that it holds and hereby grants Live Coupon and
Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights)
in Creative, Services and Targets needed for Live Coupon and Partner to operate Programs (including
without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute,
perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative
or Targets) in connection with this Agreement ("Use"). Merchants represents and warrants that (y) all
Merchants information is complete, correct and current; and (z) any Use hereunder and Merchants's
Creative, Targets, and Merchants's Services will not violate or encourage violation of any applicable laws,
regulations, code of conduct, or third party rights (including without limitation intellectual property rights).
Violation of the foregoing may result in immediate termination of this Agreement or Merchants's account
without notice and may subject Merchants to legal penalties and consequences.
3 Disclaimer and Limitation of Liability. To the fullest extent permitted by law, Rockety Science
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR
NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To
the fullest extent permitted by law, Rockety Sciencedisclaims all guarantees regarding positioning, levels,
quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any
impressions, Creative, or Targets on any Partner Property, Live Coupon Property, or section thereof; (iv)
clicks; (v) conversions or other results for any ads or Targets; (vi) the accuracy of Partner data (e.g.
reach, size of audience, demographics or other purported characteristics of audience); and (vii) the
adjacency or placement of ads within a Program. Merchants understands that third parties may generate
impressions or clicks on Merchants's ads for prohibited or improper purposes, and Merchants accepts the
risk of any such impressions and clicks. Merchants's exclusive remedy, andRockety Science's exclusive
liability, for suspected invalid impressions or clicks is for Merchants to make a claim for a refund in the
form of advertising credits for Live Coupon Properties within the time period required under Section 5
below. Any refunds for suspected invalid impressions or clicks are withinRockety Science's sole
discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND
MERCHANTS'S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER
PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE
DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS
OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO MERCHANTS'S BUSINESS) WHETHER
IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE
OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO MERCHANTS BY MERCHANTS FOR THE AD GIVING
RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting
from a condition beyond the reasonable control of the party, including without limitation to acts of God,
government, terrorism, natural disaster, labor conditions and power failures.
4 Agency.Merchants represents and warrants that (a) it is authorized to act on behalf of and has
bound to this Agreement any third party for which Merchants advertises (a "Principal"), (b) as between
Principal and Merchants, the Principal owns any rights to Program information in connection with those ads,
and (c) Merchants shall not disclose Principal's Program information to any other party without Principal's
consent.
5 Payment.Merchants shall be responsible for all charges billed by Rockety Science and shall pay all
charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to
by the parties in writing, Merchants shall pay all charges in accordance with the payment terms in the bill
or Program FAQ. Late payments bear interest at the rate of 1.5% per month (or the highest rate
permitted by law, if less). Charges are exclusive of taxes. Merchants is responsible for paying (y) all taxes,
government charges, and (z) reasonable expenses and attorneys fees Live Coupon incurs collecting late
amounts. To the fullest extent permitted by law, Merchants waives all claims relating to charges (including
without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days
after the charge (this does not affect Merchants's credit card issuer rights). Charges are solely based on
Live Coupon's measurements for the applicable Program, unless otherwise agreed to in writing. To the
fullest extent permitted by law, refunds (if any) are at the discretion of Live Coupon and only in the form of
advertising credit for only Live Coupon Properties. Nothing in these Terms may obligate Live Coupon to
extend credit to any party. Merchants acknowledges and agrees that any credit card and related billing
and payment information that Merchants provides to Live Coupon may be shared by Live Coupon with
companies who work on Live Coupon's behalf, such as payment processors and/or credit agencies, solely
for the purposes of checking credit, effecting payment to Live Coupon and servicing Merchants's account.
Live Coupon may also provide information in response to valid legal process, such as subpoenas, search
warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Live
Coupon shall not be liable for any use or disclosure of such information by such third parties.
6 Indemnification.Merchants shall indemnify and defend Live Coupon, its Partners, agents, affiliates,
and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use,
Merchants's Program use, Targets, Creative and Services and breach of the Agreement. Partners shall be
deemed third party beneficiaries of the above Partner indemnity.
7 Miscellaneous.THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT
AND GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Live Coupon PROGRAM(S) SHALL BE
LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA,
USA, AND Live Coupon AND Merchants CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The
Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject
matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the
subject matter hereof. No statements or promises have been relied upon in entering into this Agreement
except as expressly set forth herein, and any conflicting or additional terms contained in any other
documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not
disclose the terms or conditions of these Terms to any third party, except to its professional advisors under
a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
Merchants may grant approvals, permissions, extensions and consents by email, but any modifications by
Merchants to the Agreement must be made in a writing executed by both parties. Any notices to Live
Coupon must be sent to Live Coupon, Advertising Programs, 78 Eldora Dr., Mountain View, CA 94041,
USA, with a copy to Legal Department, via confirmed facsimile, with a copy sent via first class or air mail or
overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any
subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to
the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in
full effect. Merchants may not assign any of its rights hereunder and any such attempt is void. Live Coupon
and Merchants and Live Coupon and Partners are not legal partners or agents, but are independent
contractors. In the event that these Terms or a Program expire or is terminated, Live Coupon shall not be
obligated to return any materials to Merchants. Notice to Merchants may be effected by sending an email
to the email address specified in Merchants's account, or by posting a message to Merchants's account
interface, and is deemed received when sent (for email) or no more than 15 days after having been posted
(for messages in Merchants's AdWords interface).