Terms & Conditions

Web Publishing Contract:

This agreement sets out the Terms and Conditions applicable to web publishers participating in the Intergi online advertising marketplace. In order for an applicant's site(s) to be considered for participation in the Intergi marketplace as a publisher, and as a condition of continued participation, applicants must agree to the following Terms and Conditions. By filling out the Join Form and completing the registration process, applicants are indicating their agreement to be bound by these Terms and Conditions in their entirety. In the event an applicant, after joining the marketplace as a publisher, breaches or otherwise fails to comply with any provision of these Terms and Conditions Intergi may terminate the participation of such publisher in the marketplace.

1 Intergi Category Tree

1.1 Category Tree. Intergi will maintain a Category Tree which provides in hierarchical form certain categories of advertising space according to the type of content on the websites of Client Publishers. Intergi may change the form and content of the Category Tree from time to time at its sole discretion.

1.2 Location in the Tree. Intergi will determine which category in the Intergi Category Tree is most appropriate for Publisher's website. Certain portions of Publisher's website may be categorized in a different category of the Category Tree than other portions of the website. Intergi at its sole discretion will determine the location of Publisher's website in the Category Tree and whether and how Publisher's website should be segmented into content areas and the placement of each content area in the Category Tree.

1.3 Advertisers. Intergi will make the Category Tree available to the public and to Client Advertisers and solicit Client Advertisers to place advertisements on the websites represented in the Category Tree.

1.4 Delivery. Intergi will store advertisements from Client Advertisers on computer systems and will obtain all necessary rights, licenses, consents, waivers and permissions from Client Advertisers to allow Intergi to store and serve advertising materials of Client Advertisers on Client Publishers websites.

2 Intergi Marketplace

2.1 Marketplace. Intergi provides web advertising services to website publishers and website advertisers and assists advertisers in placing their advertisements on the websites of publishers using a system called the Intergi Marketplace.

2.2 Right to Refuse. Intergi reserves the right to refuse to accept any publisher at its sole discretion, as a member of the Intergi Marketplace. Publisher websites shall not contain (or have direct links to) any content deemed inappropriate by Intergi at its sole discretion, which includes but is not limited to the following: content promoting the use of alcohol, tobacco or illegal substances; sex, pornography or adult-oriented content; violence, expletives or inappropriate language; content promoting illegal activity such as copyright infringement, racism, hate, mail fraud, spam, pyramid schemes, investment opportunities or other advice not permitted under applicable law; content that is libelous, defamatory, contrary to public policy or otherwise unlawful.

2.3 Ad Delivery. Intergi will serve on Publisher's website certain advertising banners from Client Advertisers according to the Intergi Marketplace Procedures described below.

2.4 Procedure. The Intergi Marketplace operates according to procedures specified by Intergi on its website, and Intergi may change its Marketplace procedures from time to time at its discretion. As presently designed The Intergi Marketplace operates as follows: Intergi provides specified minimum cost per thousand impressions ("CPM") for each category in the Category Tree. Client Advertisers specify a category or ad space in the Intergi Category Tree in which the Advertiser wishes to have its advertising displayed. Intergi sorts all Client Advertiser campaigns targeting each ad space and delivers the banner of the highest paying campaign to the web browser visiting the Client Publisher's website.

2.5 Media Kit. Each client Publisher prepares a Media Kit describing its website and uploads it into the Intergi website where Intergi will make it available to the public and to Client Advertisers.

3 Reporting and Payment

3.1 Records. Intergi will maintain records of the placement of advertising banners, post reports of such placement on Intergi® website for Publisher to access there, and make payments to Publisher.

3.2 Payment. Intergi will pay Publisher 60% of gross advertising revenue received by Intergi for advertising placed on Publisher's website, and Intergi will retain 40% of the revenue for its services. Intergi will pay Publisher only for months in which earned revenue exceeds $50 for the month. Revenue which is not paid to Publisher in any month will be credited to the account of Publisher and paid later, when accrued revenue exceeds $50.00. If Publisher wishes to change this $50.00 limit, Publisher can do so through the Intergi web interface for Client Publishers.

3.3 Schedule. Intergi will pay Publisher within 45 days after the end of the month (Net 45). Publisher must keep its payment address, email address and telephone number in their account current.

3.4 Discrepancies. Publisher must report any claims that Intergi's® report of ads served to Publisher's website are inaccurate to Intergi within 30 days following the end of the month in which such inaccuracy is believed to have occurred. Intergi will make commercially reasonable efforts to resolve reported inaccuracies fairly. Resolution is at Intergi’s® sole discretion and all resolutions are final.

4 Publisher Responsibilities

4.1 Publisher's Web Site. Only the legal website owner can apply to be a member of the Intergi Marketplace as a Client Publisher. The Publisher may only place advertising delivered by Intergi on web pages owned or controlled by Publisher. Free hosting, community or redirection services are not permitted. Framed content pages are not permitted. Publisher must notify Intergi whenever Publisher's content changes significantly.

4.2 Impressions. Publisher must deliver ad impressions to a minimum of 2000 unique users per day. Impressions must be made available in the Marketplace at approximately a constant rate throughout each month.

4.3 HTML Code. Publisher must add Intergi-provided HTML code on designated pages within the Publisher's website. Publisher cannot make any changes to the code unless approved in writing by Intergi.

4.4 Banner Size and Location. All banners are IAB standard including 468 x 60, 728 x 90, 300 x 250 and 300 x 600. Publisher must place banners above the fold on a 800x600 screen. Banners must be viewable without scrolling, must be the only 468x60 banner above the fold, and must be placed on a page with content.

4.5 Valid Impressions. Publisher may not use robots, spiders, auto-spawning browsers, auto reloading or any other method of generating artificial or fraudulent impressions.

4.6 Ad Space Pricing. Publishers must set the minimum CPM (cost per thousand impressions) for each of their ad spaces in the Marketplace. The minimum CPM is the minimum price advertisers must pay if they specifically target the ad space. Publishers can change the minimum CPM for their ad space(s) at any time

4.7 Web Site Media Kit. Publisher shall provide a text description of its website for inclusion on the Intergi website as part of Publisher's Media Kit. Publisher must add information such as company logo, URL and a website description to its online media kit. Intergi shall have the right to edit the Media Kit. Publisher hereby grants to Intergi a non-exclusive, revocable, royalty-free license to use and display all such information on the Intergi website as part of the Publisher's Media Kit.

4.8 Co-operation. Publishers agree to co-operate with Intergi’s® reasonable requests for information to be used for auditing or similar purposes.

4.9 Proprietary Rights. Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by Intergi (other than Publisher's own advertising content). Publisher is granted no license to Intergi advertising content, the name " Intergi" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by Intergi and made available to Publisher in any manner.

4.10 Ad Blocking. Publisher may specify domain names (specific companies) from which Publisher wishes no banners to be served. Publisher may also view reports showing which campaigns have appeared on its website and can block specific campaigns from appearing again in the future by blocking the domain to which the campaign clicks through. Intergi will use commercially reasonable efforts to block such banners and campaigns. Publisher agrees that Intergi’s® ad blocking system is adequate to prevent unwanted or inappropriate banners from appearing on Publisher's site, and in no event will Publisher hold Intergi liable for the content of any advertisement delivered to Publisher.

5 Marketing and Promotional Use

5.1 Intergi Use. Publisher unconditionally authorizes Intergi to use Publisher's name and logo on the Intergi website, in media collateral and in press releases.

5.2 Publisher Use. Publisher may use Intergi’s® name and logo upon obtaining written authorization from Intergi.

6 Term and Termination

6.1 Initial Term. The initial term shall be for six months from the "Effective Date" unless terminated earlier as provided in this Section 6. After six months, the term shall be one month and shall automatically renew each month unless terminated by either party.

6.2 Termination. Publisher may discontinue participating in the marketplace after the initial term by providing 30 days written notice to Intergi. However, Publisher has an obligation to fulfill any advertising campaign configured to run on their site in its entirety prior to termination. Intergi may terminate a Publisher's participation at any time if Publisher's website quality falls below the standard set by other websites in the marketplace, fails to deliver the minimum number of impressions, or if Publisher fails to comply with any other provision of these Terms and Conditions.

7 Indemnification

7.1 Intergi Indemnification. The Publisher agrees to indemnify and hold Intergi and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees resulting from (i) the participation of the Publisher in the Intergi marketplace, (ii) operation of the Publisher's website in the Intergi marketplace, or (iii) otherwise resulting from the Publisher's relationship with Intergi. The Publisher also agrees to indemnify Intergi for any legal fees incurred by Intergi, acting reasonably, in investigating or enforcing its rights under these Terms and Conditions.

7.2 Publisher Indemnification. Intergi agrees to indemnify and hold Publisher and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees resulting from Intergi’s® breach of any of its obligations under this Agreement. Intergi also agrees to indemnify Publisher for any legal fees incurred by Publisher, acting reasonably, in investigating or enforcing its rights under the Agreement.

8 Disclaimers, Exclusions and Limitations

8.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THAT PARTY'S WEB SITE AND ANY PRODUCT, SERVICE OR INFORMATION THEREON OR OTHERWISE RELATING TO THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER PARTY WARRANTS THAT ITS WEB SITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE.

8.2 Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS AND CONDITIONS , INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL THE RECEIVING PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE DIRECTING PARTY HEREUNDER. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 8.2 SHALL NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS CONTAINED IN SECTION 7.

9 Miscellaneous

9.1 Independent Contractors. Intergi and the Publishers are independent contractors. Neither party is an agent or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. These Terms and Conditions shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

9.2 Entire Agreement. These Terms and Conditions set forth the entire agreement between the parties and supercedes prior proposals, agreements and representations between the parties, whether written or oral, regarding the subject matter contained herein. These Terms and Conditions may be changed only by mutual agreement of the parties in writing. These Terms and Conditions may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document.

9.3 Assignment. Publisher may not assign or otherwise transfer, whether voluntarily or by operator of law, any rights or obligations under these Terms and Conditions without the prior written consent of Intergi.

9.4 Governing Law/Notice. These Terms and Conditions shall be construed and interpreted according to the laws of the State of California without reference to conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction of the courts of Alameda County, California. All written notices between the parties shall be deemed to have been given if personally delivered, sent by courier or certified, registered or express mail, or transmitted by electronic mail via the Internet (with copy sent by registered or certified airmail) to the address specified by applicant in the Join Form. Unless otherwise provided herein, all notices shall be deemed to have been duly given on (i) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by electronic mail or by courier, or (ii) three days after the date of posting if transmitted by mail.

9.5 Waiver/ Severability. The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any other or subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions , which will remain in full force and effect.

9.6 Force Majeure. Intergi shall not be in default or otherwise liable for any delay in or failure of its performance under these Terms and Conditions where such delay or failure arises by reason of any Act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, or other cause beyond the control of Intergi.