Builder Program Terms & Conditions

Neighborology Builder Program Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR THE NEIGHBOROLOGY BUILDER PROGRAM. PARTICIPATION IN THE NEIGHBOROLOGY BUILDER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE NEIGHBOROLOGY BUILDER PROGRAM.

Introduction. This agreement ("Agreement") between You and Neighborology Inc. ("Neighborology") consists of these Neighborology Builder Program (the "Program") Standard Terms and Conditions ("Terms and Conditions"). A description of the Program, as generally offered by Neighborology, is available at the Program Frequently Asked Questions ("FAQ") URL, located at http://neighborology.com/builderfaq, or such other URL as Neighborology may provide from time to time. "You" or "Publisher" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

Program Participation.
Participation in the Program is subject to Neighborology prior approval and Your continued compliance with these Terms and Conditions and the FAQ. Neighborology reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Neighborology may serve third party and/or Neighborology provided advertisements (such Neighborology-served advertisements, collectively, "Ads") on Web pages associated with Your account or that display content originated by You (such Web pages, collectively, Your "Site"). For the avoidance of doubt, any reference in this Agreement to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Neighborology (including by electronic mail).
Prohibited Uses.
You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Ad or remove, obscure or minimize any Ad in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"); (iv) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; (v) display any Ad(s) on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, or any part, copy, or derivative thereto; (viii) act in any way that violates any Terms and Conditions and FAQ posted on the Neighborology Web Site, as may be revised from time to time, or any other agreement between You and Neighborology, or engage in any action or practice that reflects poorly on Neighborology or otherwise disparages or devalues Neighborology’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
Termination; Cancellation.
Subject to any third party agreements You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Program to builder@neighborology.com. This Agreement will be deemed terminated within ten (10) business days of Neighborology's receipt of Your notice. Neighborology may investigate any activity that may violate this Agreement. Neighborology may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. In addition, Neighborology reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or valid impressions of Ads (in each case as measured by Neighborology) for a period of two (2) months or more.
Confidentiality.
You agree not to disclose Neighborology Confidential Information without Neighborology's prior written consent. "Neighborology Confidential Information" includes without limitation: (a) all Neighborology software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by Neighborology; and (c) any other information designated in writing by Neighborology as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of Neighborology’s gross payments to You pursuant to the Program. Neighborology Confidential Information does not include information that has become publicly known through no breach by You or Neighborology, or information that has been (i) independently developed without access to Neighborology Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
No Guarantee.
Neighborology makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement.
No Warranty.
NEIGHBOROLOGY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON NON-NEIGHBOROLOGY CONTENT, NEIGHBOROLOGY SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS.
Limitations of Liability; Force Majeure.
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) NEIGHBOROLOGY'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY NEIGHBOROLOGY TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Payment.
You shall receive a payment related to: (i) the number of valid clicks on Ads displayed in connection with Your Site(s), in each case as determined by Neighborology for its participants in the Program, and (ii) a fixed amount for Payable Content. "Payable Content" means a review or forum post You contribute to the Neighborology Web site. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to You shall be sent according to the policy listed on the FAQ. In the event the Agreement is terminated, Neighborology shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You (following Neighborology's receipt of Your written request, including by email, to terminate the Agreement) or by Neighborology. In no event, however, shall Neighborology make payments for any earned balance less than $10. Notwithstanding the foregoing, Neighborology shall not be liable for any payment based on: (a) any amounts which result from invalid queries, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Neighborology, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, or (ii) solicited by payment of money, false representation, or request for end users to click on Ads; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that Neighborology may deliver; (d) Neighborology advertisements for its own products and/or services; or (e) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. Neighborology reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Neighborology's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to Neighborology. In addition, if You are past due on any payment to Neighborology in connection with any Neighborology program (including without limitation the Neighborology Builder Program), Neighborology reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Neighborology. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Neighborology may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify Neighborology in writing within thirty (30) days of any such payment; failure to so notify Neighborology shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Neighborology. No other measurements or statistics of any kind shall be accepted by Neighborology or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by Neighborology (including by electronic mail).
Representations and Warranties.
You represent and warrant that (a) all of the information provided by You to Neighborology to enroll in the Program is correct and current; (b) You are the author of all content of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Site and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
Your Obligation to Indemnify.
You agree to indemnify, defend and hold Neighborology, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Site(s), and/or Your breach of any term of this Agreement.
Neighborology Rights.
You acknowledge that Neighborology owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Neighborology services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter Neighborology's copyright notice, trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, or other proprietary rights notices affixed to or contained within any Neighborology services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Information Rights.
Neighborology may retain and use, subject to the terms of the Neighborology Privacy Policy (located at http://neighborology.com/privacy, or such other URL as Neighborology may provide from time to time), all information You provide, including but not limited to Site demographics and contact and billing information. You agree that Neighborology may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Neighborology 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. Neighborology disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Neighborology may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by Neighborology, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Neighborology the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.
Miscellaneous.
This Agreement shall be governed by the laws of South Carolina, except for its conflicts of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Neighborology. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Neighborology. Notwithstanding the foregoing, Neighborology may assign this Agreement to any affiliate at any time without notice. The relationship between Neighborology and You is not one of a legal partnership relationship, but is one of independent contractors.