As used in this Agreement, the following definitions shall have their respective meanings:
“Advertising Material” shall mean any creative, graphics, images, logos, links, URLs, text, video and any other intellectual material included within, or as part of, the Offers delivered via the Advertising Technology;
“Advertiser(s) Partner(s)” shall mean any of Company’s upstream advertisers, merchants, suppliers, feed providers or other third parties owning, operating and/or supplying the Offers.
“Click” shall mean the act performed by an End User through any of Publisher’s Products, in order to access, view and/or purchase an Offer on an Advertiser Partner website.
“Confidential Information” shall mean any and all information of whatever kind disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, lists, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of the Agreement. Confidential Information shall not include information which (a) becomes a part of the public domain through no act or omission of the receiving Party; (b) was, as can be proven by written records, in the receiving Party’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; or (c) is lawfully disclosed hereafter to the receiving Party, without restriction, by a third party who did not acquire the information directly or indirectly from the disclosing Party.
“Conversion to Sales” shall mean an Advertiser Partner’s completed sale of an Offer to an End User following a Click, including any such sale completed during a browsing session originated by a Click.
“Data” shall mean data pertaining to the End Users or their devices, as derived or collected through the Advertising Technology under the terms pursuant to this Agreement.
“Shopperbuzz Data” shall mean any and all data accessible to publishers made available by Shopperbuzz.
“Deductions” shall mean the applicable and actual costs incurred by Company from delivering the Offers to End Users and from collection of the Gross Revenue from Advertiser Partners, including without limitation, rate for issuance of invoice and discount rate of credit card operators.
“End User” shall mean each individual end user of a Publisher Product.
“Intellectual Property” means all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered marks, domain names and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and confidential business and technical information (including, without limitation, research and development, programming, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications); (e) all rights in databases and data compilations, whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).
“Gross Revenue” shall mean all revenues actually collected and received by Company from Advertisers Partners, in connection with Clicks and Conversion to Sells, pursuant to the terms of this agreement;
“Guidelines” shall mean the most current version of Company’s guidelines for publishers attached hereto as Exhibit B and Exhibit C, as may be updated from time to time upon new regulation, policy, Advertiser Partner’s request or upon Company’s discretion.
“Link” shall mean a hyperlink that allows an end user to click on Offers.
“Marks” means any and all trademarks, trade names, service marks or logos provided through the Shopping Feed owned or licensed by Company or Company’s licensors (including Advertiser Partners).
“Revenue” shall mean the Gross Revenue less the applicable Deductions.
“Offer(s)” shall have the definitions described in the preamble to these Terms including URL links and/or services offered for purchase or view by End Users and/or any data related thereto, including price, product, service, promotional text and images.
“Prohibited Content” shall have its meaning under Exhibit B.