Affiliate Terms and Conditions
The following are the terms and conditions governing your (hereinafter "Publisher") relationship with
Guru Media Int Ltd (hereinafter "Guru Media") and the use of the Guru Media GuruMedia.co website
(hereinafter "Site"). Publisher agrees to use the Site and any additional services offered by Guru Media
only in accordance with these Terms and Conditions. Guru Media reserves the right to make changes to the
Site and these Terms and Conditions at any time. Publisher's continued use of the Site after any such
modification and notification thereof (which maybe provided by e-mail to the email address provided in
the course of Publisher's registration with Guru Media) shall constitute Publisher's consent to such
1. Approval of Publisher.
Registration with Guru Media shall not confer any right on Publisher to market or promote any Programs
(as defined under section 2) made available by Guru Media on the Site on behalf of its clients (the
"Advertisers"). Participation by Publisher in the Guru Media publisher lead generation program is
subject to review and approval by Guru Media. All prospective publishers need official approval from
Guru Media before they can become Publishers. Official approval requires meeting the criteria listed
under section 1.1 below, however approval is not automatically granted upon fulfillment of said
criteria. Guru Media reserves the right to withhold or refuse approval for any reason or for no reason.
Once Publisher has been accepted into the Program, Publisher's continued right to participate is
conditioned upon Publisher's ongoing compliance with all of the terms and conditions of this Agreement.
Failure of the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher
from participating in the Program. Publisher may re-qualify for program upon proof of compliance with
terms and conditions of this Agreement, subject to approval by Guru Media. Publisher shall promptly
notify Guru Media in the event of a material change in its business practices or strategy. Approval of a
Publisher can be withdrawn by Guru Media, at any time for any reason.
1.1. Minimum Eligibility Requirements.
In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution
lists (collectively the "Media") must meet the following criteria, at a minimum:
All Publishers that wish to send advertisements via email must have the consent of the consumer to send
such email and each Publisher shall maintain records evidencing such consent including, without
(i) Member opt-in date
(ii) Registration source
(iii) First name
(iv) Last name
(vi) Email address
(vii) Any other information collected and will supply such records to Guru Media within one business
days of request thereof;
Unless otherwise approved in writing by Guru Media, Publishers may not offer incentives to users as
means to enhance the performance of any Program (as defined below); incentives include but are not
limited to awarding them cash, points, prizes, contest entries, etc.;
Publisher websites must be fully functional at all levels; no "under construction" sites or sections;
Publisher's policies must be compliant with state and federal laws and regulations including but not
limited to the CAN-SPAM Act of 2003
Spawning process pop-ups are prohibited; and
Such other criteria as Guru Media may from time to time determine, in its sole discretion.
1.2. Publisher Website Content.
The content of Publisher's Media shall be subject to Guru Media's subjective approval and must comply
with all applicable laws and regulations (including all laws respecting intellectual property rights)
and, in any event, shall not include the following:
Pornographic material, including any material appealing to the prurient interests
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, misrepresents, 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.;
Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain
Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of
privacy, moral rights, music performance or other music-related rights, or any other right of any third
Any illegal activity whatsoever; and
Links to any affiliate networks
2. Use of the Site.
2.1. The Site allows Guru Media to post offers of advertising programs sponsored by Guru Media or its
affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which
Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is
derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales,
registrations, impressions and leads. If Publisher accepts a Program, Publisher agrees to place that
Program's advertising creative (including the subject and from lines, the Advertiser CAN-SPAM
disclosures and any other disclosures provided therein) ("Ad") on Publisher's Media. Publisher shall
display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to
this requirement may, in addition to all other remedies available to Guru Media, result in termination
of Publisher. Guru Media may change a Program at any time, upon reasonable advance written notice to
Publisher. Guru Media is responsible for displaying and administering all active Programs and tracking
the payments owed.
2.2. Special Rules Governing Email Campaigns.
2.2(a). In the event that Guru Media or Publisher receives a complaint from any recipient of a Program
transmitted by Publisher, upon our request Publisher will immediately provide Guru Media with
appropriate records verifying that recipient's consent to receive email transmissions from Publisher.
Such records include, but may not necessarily be limited to, the Internet address of Publisher's opt-
2.2(b). Publisher may not use an advertiser's name (including any abbreviation thereof) in the
originating email address line or subject line of any email transmission.
2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification
of header information, false registrations for email accounts or IP addresses used in connection with
email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or
their email delivery providers are prohibited from relaying or retransmitting emails from a computer or
computer network that was accessed without authorization.
2.2(d). Subject lines may not be false or misleading such that it would likely mislead a reasonable
recipient as to the contents or subject matter of the message. Publisher may only use approved Subject
Lines available provided by Guru Media or Subject Lines for which Publisher has documented approval from
2.2(e). Email Ads Must Contain Clear Identification. Messages containing advertisements or solicitations
must identify themselves as such, and do so by "clear and conspicuous" means, for example, by stating in
the message body "This advertisement is brought to you by (Your Company)". Further, the sender must
identify itself as the initiator and sender of the email including company name, email and physical
2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give
recipients an effective means of requesting not to receive future email ads from that sender. At a
minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt
out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30
days from the date of the original email transmission.
2.2(g). All unsubscribe requests must be adhered to within 10 business days from their receipt. You may
not sell or transfer an email address once someone has opted out of receiving future communications,
whether from only the advertiser or globally.
2.2(h). No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the
source of its email list. Email addresses may not be obtained by the use of a program for random
generation of email addresses, and/or "scraping" websites or online services. Publisher must have full
opt-in data for all recipients in its database.
Guru Media shall be constantly monitoring, on its own or with the assistance of third parties, the
Publishers for compliance with these Terms and Conditions, without limiting the generality of the
3.1. All Publishers will be monitored by Guru Media (or a third party retained by Guru Media for such
purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe
requests. If the monitoring is done by a third party, such third party will share all such information
with Guru Media.
3.2. Each unsubscribe list furnished to a Publisher shall be separately and technologically identified
so that Guru Media will be able to ensure that each Publisher is not disseminating or otherwise using
the unsubscribe list other than in a manner required by applicable law. Publisher must not send further
emails to names already on or newly added to the unsubscribe list.
Guru Media grants Publisher a revocable, non-transferable, non-sublicensable, non-exclusive limited
license to use the Site (including any Ads posted thereon) and any data, reports, information or
analyses arising out of such use (the "Site Data") solely for the purpose of marketing or promoting the
Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms. If a
Publisher also maintains its own network of publishers, such Publisher may not provide the Program to
its publishers, without the prior written consent of Guru Media. If a Publisher fails to adhere to the
foregoing requirement, in addition to any other remedies available to Guru Media, Publisher shall
forfeit its rights to any amounts owed by Guru Media to Publisher. Publisher acknowledges and agrees
that Publisher does not have, nor will it claim any right, title or interest in the Site software,
applications, data, methods of doing business or any elements thereof, or any content provided on the
Site (including the Ads). Publisher may only access the Site via web browser, e-mail or in a manner
approved by Guru Media. Publisher 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 Guru Media that allows Guru Media to measure ad performance and
provide its service. In addition, Publisher acknowledges that all non-public information, data and
reports received from Guru Media hereunder or as part of the services hereunder is proprietary to and
owned by Guru Media. If instructed to do so by Guru Media and/or if Publisher shall be terminated by
Guru Media, Publisher will immediately destroy and discontinue the use of any Guru Media data, including
Site Data, and any other material owned by Guru Media or the Advertisers.
Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of Guru
Media's clients (each such client, individually a "Client" and all such clients, collectively "Clients")
directly or indirectly via a Client's Ad agency, broker or any other person or entity. Guru Media will
promptly reply in writing to any inquiries received from Publisher regarding the status of any person or
entity as a Guru Media Client so as to aid Publisher in its efforts to comply with the non-solicitation
provisions of this Agreement. Because Guru Media will be irreparably harmed by Publisher's conduct, and
because the true extent of such harm will be impossible to quantify, monetary damages will not be an
adequate remedy for any such conduct. Publisher agrees that Guru Media shall be entitled to injunctive
relief precluding Publisher from taking or continuing any action or conduct in violation of this
provision, to be issued by any court of competent jurisdiction upon a showing of any such violative
conduct by Publisher.
6. Participation in our Program.
Guru Media shall provide Publisher with material to create a website for the purpose of search engine
optimization, or Publisher can create its own website. In either event, no website shall be released
online, and nonsubmission, inclusion or any traffic can be sent to it, prior to Guru Media's review and
approval of it. If Publisher already has its own website, Publisher's website will be subject to Guru
Media's review and approval. Approval shall be written or by electronic submission. All Program related
websites will contain links ("Links") provided by Guru Media directing traffic to product sales web
pages served by Guru Media or a Guru Media Group Client. Publisher's selection of entities to be
included on any such website is also subject to Guru Media's review and approval, of which shall not be
unreasonably withheld. Should any of Guru Media's Client(s) provide content which includes imbedded
bots, Data Miners, links or other creative, graphic, text or html, all content shall remain at all times
the sole property of Guru Media.
Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees
not to modify, alter, delete, or adapt the Links in any manner without Guru Media's written approval.
Links must be served from the Guru Media server, unless otherwise permitted in writing by Guru Media.
Publisher shall not take any actions to impede the action of or to disable any such links. Publisher
agrees to, if request by Guru Media, modify or alter Links or Tracking devices in the manner requested
by Guru Media. Publisher further agrees that it shall in no event modify or interfere with Tracking
devices unless specifically instructed to do so by Guru Media in accordance with the previous
Guru Media owns all rights, title, and interest to Links and user data collected and derived through the
activities countenanced pursuant to this Agreement. Guru Media may choose to imbed certain data mining
tools within Links from time to time ("Data Miners"). Any data derived by any such Data Miner shall be
the sole property of Guru Media. Guru Media may, from time to time, opt to share data derived from Data
Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher's
activities or to otherwise improve the quality, functionality and mutual profitability of the activities
of the parties under this Agreement. If Guru Media does share data derived from Data Miners with
Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which
it is provided to Publisher and will not be shared by Publisher with any other third party or entity
without the written approval of Guru Media. Should Guru Media choose to provide advertising creative
content, web design services or other web content of any type ("Web Content") to Publisher, Publisher
shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by Guru Media
without modification unless approved by us in writing; (ii) only in the manner expressly permitted by
Guru Media in writing and only until Guru Media shall request that Publisher discontinue its use of such
advertising creative, at which time Publisher shall discontinue such use within two (2) business days of
being requested by Guru Media to do so.
Guru Media actively monitors traffic for fraud. If fraud is detected, Publisher's account will be made
inactive pending further investigation. Publisher accounts are flagged that, among other things
Have click-through or conversion rates that are much higher than industry averages and where solid
justification for such higher click-through or conversion rates is not evident to the reasonable
satisfaction of Guru Media;
Have ONLY click or lead generation programs generating clicks or leads with no indication by site
traffic that it can sustain the clicks or leads reported;
Have shown fraudulent leads as determined by the Advertisers;
Have used any incentives to procure clicks or leads
Have provided leads obtained other than through intended consumer action. For instance, use of phone
books, or similar such compilations of personal data, to complete lead generation forms shall be
considered fraudulent behavior.
Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the
If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic
generation (such as pre- population of forms or mechanisms not approved by Guru Media or use of sites in
co-registration campaigns that have not been approved by Advertiser), as determined solely by Guru
Media, Publisher will forfeit its entire commission for all programs and its account will be terminated.
If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails
to take prompt action to stop the fraudulent activities, then, in addition to any other remedies
available to Guru Media, Publisher shall be responsible for all costs and legal fees arising from these
fraudulent activities. In addition, in the event that Publisher has already received payment for
fraudulent activities, Guru Media reserves the right to seek credit or remedy from future earnings or to
demand re-imbursement from Publisher.
Publisher will be paid per the terms of each Program. Guru Media shall pay any amounts due approximately
30 days after the end of each month, less any taxes required to be withheld under applicable law,
provided that Guru Media may, in its discretion, withhold payments until such time as the Advertiser has
paid Guru Media for any Program. In addition to any other remedies that may be available to Guru Media,
in the event of any breaches by Publisher of these Terms and Conditions, Publisher shall forfeit its
rights to any amounts owed by Guru Media to Publisher. Guru Media reserves the right to reduce any
payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events,
technical errors, tracking discrepancies and the like. Guru Media shall compile, calculate and
electronically deliver data required to determine Publisher's billing and compensation. Any questions
regarding the data provided by Guru Media need to be submitted in writing within 10 business days of
receipt, otherwise the information will be deemed accurate and accepted as such by Publisher. Guru Media
will not pay for any Events that occur before a Program is initiated, or after a Program terminates.
Invoices submitted to Guru Media and payments made to Publisher shall be based on the Events as reported
by Guru Media. Guru Media will not be responsible to compensate Publisher for Events that are not
recorded due to Publisher's error. Guru Media will require a Publisher to provide a W-9, and similar
such information, as a condition to payment.
9. Special Terms for Co-Registration Campaigns.
With respect to Publishers who are running co-registration campaigns to generate leads ("Leads") for
Advertisers, the following specific terms and conditions shall apply:
9.1. Approval of Publisher's Site(s).
No Program may go live until such time as Guru Media, and if necessary the applicable Advertiser, have
approved, in writing, (a) all sites to be used by the Publisher for each Program and (b) the transfer of
leads in the form of either a successful post for real-time transfer or approval of the test file for
batch or FTP files.
transfer of data as contemplated hereby and the Program Terms.
9.3. Scrubbing Leads.
Each Program shall have its own criteria for determining the validity of a lead (the "Lead
Requirements"). Guru Media may detect and track all Invalid Leads, which are determined on a real-time
basis. Guru Media shall only pay for leads deemed valid by this system. At the sole discretion of Guru
Media, leads may also subsequently be deemed invalid for (i) fraudulent activities including but not
limited to changing approved lead generation forms, publishing an offer on an unapproved site, utilizing
automated software or manpower to complete co-registration forms, incentivization of co-registration
forms and/or a publisher's inability to provide the user IP and time/date stamp for each lead or (ii)
non-compliance with co-registration programs including but not limited to exceeding lead caps as
communicated by a Guru Media Account Executive and/or going live with a co-registration offer prior to
written approval of a creative and data transfer by an Guru Media Account Executive.
9.4. Use of Leads.
Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of
Guru Media or its Advertiser. Therefore, other than providing the Leads to Guru Media for delivery to
the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for
its own purposes. All right, title and interest in the Leads shall vest exclusively in Guru Media or its
9.5. No Alteration of Approved Co-Registration Forms.
Publisher may not, in any way, alter or modify the Co-Registration Forms, without the prior written
consent of Guru Media.
The initial terms of this Agreement shall be for one year from the date of its first execution by the
last party to so execute. Upon the one year anniversary of the execution, this Agreement shall
automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days
prior to the date of any such automatic renewal, a party notifies the other in writing that it does not
wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated pursuant to the
Guru Media reserves the right, in its sole and absolute discretion, to terminate a Program and remove
any advertisements at any time for any reason, upon written notice to Publisher. Upon removal of any
advertisements, Publisher shall terminate the Program and immediately cease emailing and any traffic
involved with removed advertisement(s). Guru Media also reserves the right to terminate Publisher's
access to the Site at any time without notice.
Termination notice will be provided via e-mail and will be effective immediately, meaning, among other
things, that Publisher must immediately cease all advertising activities. All moneys then due to
Publisher will be paid during the next billing cycle. The representations, warranties and obligations
contained in paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of
this Agreement. In addition, all payment obligations accruing prior to the termination date shall
survive until fully performed.
12. Representations and Warranties/Covenants.
12.1. Mutual Representations.
Each party represents and warrants that: (a) it has the right to enter into and fully perform the
services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding
contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions;
and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and
regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to
the level of consumer response that will result from the Programs.
12.2. Publisher Representations.
Publisher represents and warrants as follows:
Publisher's Media is currently in compliance with all applicable laws (including without limitation the
CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act");
Publisher's Media does not contain or promote, nor links to another website that contains or promotes,
libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content,
product, service or activity;
Publisher's database consists of only permission based opted-in e-mail addresses; and
Publisher owns or has the legal right to use and distribute all content, copyrighted material, products,
and services displayed on Publisher's Media.
12.3. Publisher Covenants.
Publisher covenants that it shall not:
send unsolicited commercial e-mail (SPAM) (i.e., it will send commercial e-mails in connection with any
Programs to only those e-mail addresses that have consented to receive such commercial e-mails);
post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any
Programs unless expressly approved in writing from Guru Media;
promote via website or link to websites containing any pornographic, racial, ethnic, political, software
pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any other content
referenced in paragraph 1.2;
use the Site in any manner other than that which is specifically contemplated herein;
engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other
unlawful practice when marketing any Programs; and
while an approved Publisher and for 180 days thereafter, participate in any performance based
advertising relationship with any Advertiser within Guru Media's network, unless a previously existing
business relationship between Advertiser and Publisher can be demonstrated to the reasonable
satisfaction of Guru Media. In this connection, both parties agree and acknowledge that if Publisher
violates its obligations hereunder, Guru Media will be entitled to damages in the amount of forty-five
percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising
or marketing efforts of Publisher.; and
Publisher covenants that it shall:
Conduct the web advertising campaign for Advertiser in accordance with the highest industry standards;
Provide within one business day after request therefrom, the IP Information, together with such other
related information that Guru Media may request. Failure to provide such information may result in
termination or suspension of the Publisher and/or the deactivation of all links in any Programs
downloaded by Publisher.
Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the
sole discretion of Guru Media, result in the immediate suspension or termination of Guru Media'
relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed
to it by Guru Media. The foregoing rights shall be in addition to any other remedies available to Guru
Media. Publisher acknowledges and agrees that Guru Media shall not be responsible for the Advertisers'
violation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.
Publisher shall maintain and post in a conspicuous manner on all its websites involved in the Programs,
14. Customer Information; Non-Disclosure. Confidentiality.
All information submitted to Publisher by an end-user customer pursuant to a Program is proprietary
information of Guru Media, its affiliates, and/or the Advertisers. Such customer information is
confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate,
sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall
maintain such data in a secure manner, consistent with industry standards.
All information provided to Publisher hereunder shall be kept strictly confidential.
15. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this agreement, in no event shall Guru Media or any Publisher be liable to
the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other
indirect damages of any nature, for any reason, whether based on breach of contract, tort (including
negligence), or otherwise and whether or not either has been advised of the possibility of such
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, Guru Media CANNOT GUARANTEE THAT THERE
WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT
LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE
PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND Guru Media MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A)
MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR
OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL
CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY
INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S
"INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS
AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE,
ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS
CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
Guru Media makes no representations and warranties whatsoever, and disclaims any responsibility and
liability, regarding the content or nature of any Ad or Program made available on the Site, or any
product or service advertised in connection therewith. Guru Media has no liability to Publisher for
unapproved materials, including all copy, images, URL names, and search terms used by Publisher to
promote the client partner. Guru Media makes no representations whatsoever about any other website which
Publisher may access through the service. When Publisher accesses a website that is not associated with
and independent from Guru Media, Publisher acknowledges that Guru Media has no control over the content
of that website. Furthermore, a link to a non-Guru Media website does not mean that Guru Media endorses
or accepts any responsibility for the content or the use of such website. It is Publisher's sole
responsibility to take precautions to ensure that websites, downloads, attachments, and other such files
are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.
Publisher will defend, indemnify, and hold harmless Guru Media, the Advertisers, and their affiliates,
directors, employees, agents, successors and assigns from all claims, actions, losses, liability,
damages, costs, and expenses (including reasonable attorney's fees and expenses) (collectively "Claims")
arising from any breach of any of these Terms and Conditions or any Program Terms. Guru Media reserves
the right, at its own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the
Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.
16.2. Notification of Legal Action
Publisher will immediately notify Guru Media of any current, impending, or potential legal action
against it by a third party for matters relating to email, email complaints, email deployment, and
violations of CAN-SPAM.
17. Force Majeure.
Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of
its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God,
fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any
other cause beyond the reasonable control of such party; provided, that the party whose performance is
affected by any such event gives the other party written notice thereof within three (3) business days
of such event or occurrence.
18.1. Entire Agreement.
These Terms and Conditions, together with the terms for each of the Programs constitutes the entire
agreement between the parties and supersedes all prior agreements or understandings between the parties.
18.2 Controlling Law
These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall
be governed by the laws of the United States and the State of Nevada, without giving effect to
principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby
irrevocably and unconditionally (i) submits to the general jurisdiction of the federal and state courts
located in Clark County, Nevada (ii) agrees that any action or proceeding concerning this agreement will
be brought exclusively in such courts; and (iii) waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding in any
such court was brought in an inconvenient court and agrees not to claim or plead the same.
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any
subsequent or prior breach of the same or any other provision.
Publisher may not assign any of its rights hereunder without the prior written consent of Guru Media,
which may be withheld for any reason.
In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant
to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent
permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable
according to its terms. 18.6. Relationship.
The parties agree that Guru Media is acting as an independent contractor in performing the Services and
that the relationship between the Guru Media and Publisher shall not constitute a partnership, joint
venture or agency. Neither Guru Media nor any of Guru Media's employees or agents (collectively referred
to herein as the "Employees") (i) is an employee, agent or legal representative of Publisher, or (ii)
shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities
on behalf of Publisher. Guru Media retains all the rights and privileges of sole employer of its
Employees, including, without limitation, the right to control, hire, discipline, compensate and
terminate such Employees. Neither Guru Media nor any of its Employees shall have any right to receive
any employee benefits as are in effect generally for Publisher employees.
18.7. No Publicity.
Publisher may not make any mention of Guru Media or any Guru Media client in any publicity materials
advertising or otherwise presenting information on your company and your services, including without
limitation listing Guru Media or any of its clients in your customer lists, without the written consent
of Guru Media, whose consent may be withheld for any reason or for no reason.
Any notice, communication or statement relating to these Terms and Conditions shall be in writing and
deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by
verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified
mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to
(a) Publisher at the address provided in the registration, and (b) Guru Media under Israel law.