Terms and Conditions – Publishers Agreement

The following Publisher Agreement (the "Agreement") is entered into with The Publisher ("Publisher"), and its successors or assigns and HorseAdvertisingNetwork.com ("HADN") for the purpose of HADN automatically placing advertisements from HADN Client Advertisers ("Advertisers") on the Publisher's web site as described in the paragraphs below.

• During the course of this agreement, Publisher agrees to add HADN Ad invocation code and other appropriate HTML software code on designated pages of the Publisher’s web site. The Ad invocation code will be posted on designated pages of the Publisher’s web site for the purpose of automatically placing various horse related advertisements on the Publisher's website. At no time shall the Ad invocation code be shared with any other entity without the express written permission of HADN.
• Publisher agrees to provide space on the Publisher's web site for standard horse related Ads as defined by Publisher and HADN at the onset of the relationship.
• Delivery. The Horse Advertising Network (HADN) will store and serve horse related advertisements from Client Advertisers on a proprietary ad server and will obtain all necessary rights, licenses, consents, waivers and permissions from Client Advertisers to allow HADN to store and serve such advertising materials from Client Advertisers on Publisher's web site.
• HADN agrees to pay Publisher a monthly payment amounting to 50% of the net Advertiser revenue received for every paid Advertiser impression served to Publisher's website. HADN will not be responsible for paying Publishers for Advertiser Ad impressions in the event that Advertiser funds are un-collectable due to bankruptcy, insolvency, short payment, or non-payment by Advertisers. Publisher acknowledges that in rare situations where there is an insufficient inventory of paid Advertiser impressions, HADN may display public service announcements or other similar Ads for which the Publisher will not be paid. HADN will pay the Publisher all accrued revenue for the previous month in the month after such revenue is earned provided the total accrued earnings is greater than $25.00. HADN's goal is to always earn the highest net revenue possible for the Publisher’s ad space.
• Publishers will be paid only once their total accrued earnings exceed $25.00.
• HADN will pay Publisher its accrued earnings within 30 days following the month during which the accrued earnings exceed the $25.00 threshold.
• It is understood that HADN will monitor the number of ad impressions and clicks of Ads served to Publisher's website for the purpose of making business decisions about how to market Publisher’s digital properties, bill advertisers, and provide performance metrics to both Publishers and Advertisers.
• HADN Reports. HADN will maintain reports and records regarding the placement and performance of advertising units on the Publisher's website which will be available to the Publisher.
• Publisher hereby engages HADN to act as its nonexclusive advertising representative to solicit advertiser ads to be placed on the Publisher’s web site. HADN will be responsible for collecting funds from Advertisers and will remit payment to Publisher within 30 days of the end of any given month where the Publisher's total accrued earnings exceed $25.00.
• Right to Refuse Ads (Ad Blocking). Publisher has the right to refuse any Advertiser ads containing questionable or conflicting content and to view reports showing which Ads have appeared on its web site. Publisher may specify in writing, specific advertiser names or specific ads which the Publisher does not wish to serve on its website. Within 1 week of receiving such written notice, HADN will block the specified ads from running on the Publisher's web site. Publisher agrees that HADN's ad blocking system is adequate to prevent unwanted or inappropriate ads from appearing on the Publisher's website and in no event will Publisher hold HADN liable for any content of any advertisements delivered to the Publisher's website.
• Inappropriate Content/Websites. Publisher web sites shall not contain (or have direct links to) any content deemed inappropriate by The Horse Advertising Network (HADN) in its sole discretion which includes, but is not limited to, the following:
• Content promoting the use of illegal or controlled substances;
• Content containing profanity, expletives or other inappropriate language:
• Content promoting mail fraud, pyramid schemes, contests, sweepstakes, barter, or investment opportunities
• Content that is libelous, defamatory, contrary to public policy or otherwise unlawful
• Content which is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group, individual, or entity;
• Content which harasses or advocates harassment of another person or entity;
• Content which exploits people in a sexual or violent manner;
• Content containing nudity, sex, pornography, adult-oriented content, violence, or offensive subject matter or contains a link to an adult website;
• Content involving the solicitation of  personal information from anyone under the age of 18;
• Content which promotes information that the Publisher knows to be false, misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• Content which promotes or displays an illegal or unauthorized copy of another person's copyrighted work;
• Content involving the transmission of  junk mail, chain letters, unsolicited bulk email, spimming, spamming, or other unsolicited bulk communications of any kind;
• Content involving the solicitation of passwords or personal information for commercial or unlawful purposes from its users;
•  Content involving photographs or videos of persons posted without that person's consent;
•  Content involving criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, buying illegal weapons, violating someone's privacy, copyright infringement, patent infringement, or theft of trade secrets;
• Content involving illegal gambling, including offshore and domestic gambling and gambling websites that are prohibited from operation in the United States except content/websites involving legal horse race gambling.
• Content or websites involving Free hosting, re-direction, or framed content
• Authorization. Publisher authorizes HADN to list Publisher's web site in HADN's Publisher Directory for Advertisers and in other media resource directories and other sales and marketing materials distributed by HADN.
• Legal Representative. Only the legal web site owner, or an employee or appointed representative thereof can apply to be a Publisher within the HADN network. The Publisher may only place advertising impressions delivered by HADN on websites and web pages which are legally owned or controlled by the Publisher.
• Publisher may not place more than three (3) ads on any page of the publisher’s web site without prior written consent by HADN. Publisher may only display HADN ad impressions on web pages where at least 40% of the content of that page is in some reasonable way horse related unless prior written consent from HADN is obtained. Publisher must notify HADN whenever Publisher's content or website changes significantly.
• Inappropriate Ads. Publisher must report to HADN any claims of ads served to Publisher's web site which are alleged to be inaccurate, inappropriate, offensive, or illegal within 30 days following the end of the month in which such ad impressions were served. HADN will work reasonably to resolve such situations involving inappropriate Ads promptly and fairly. Allegedly inaccurate, inappropriate, offensive, or illegal ad impressions reported after 30 days will not be considered. In all cases, such resolution is at HADN's sole discretion and all resolutions are final.
• Ad Pricing. HADN reserves the right to set the CPM (cost per thousand ad views) for all Ad impressions placed through the HADN network in its sole discretion.
• Term of the Agreement. The initial term of this agreement shall be for ninety days from the date upon which the Publisher first begins displaying HADN Ad impressions on its website.  After this initial term, the term shall be one month and shall automatically renew each month unless terminated by either party.
• Termination. Publisher may discontinue their participation in the HADN network at any time after the initial term by providing 30 days written notice to HADN. However, the Publisher has an obligation to fulfill any advertising campaign configured to run on their website in its entirety prior to such termination. HADN may terminate a Publisher's participation in the HADN network if the Publisher's web site quality falls below commonly accepted industry standards, fails to deliver the agreed to minimum number of impressions (if any), or if the Publisher fails to comply with any provisions of this Agreement. HADN furthermore reserves the right to terminate a Publisher's membership in the HADN network at any time for any or no reason. In the event this agreement is terminated for any reason after the initial 90 day term is concluded, the Publisher shall be entitled to receive all accrued advertising revenue the Publisher has earned up to the time of such termination.

 

• Resolution of Disputes. If a dispute arises between the Publisher and HADN, our goal is to provide both parties with a neutral and cost effective means for resolving the dispute quickly and fairly. Accordingly, both the Publisher and HADN hereby agree to resolve any dispute, legal claim, legal notice, "request for arbitration" or controversy at law or equity ("Claim") that arises out of this Agreement or the HADN website in the following way:

Informal Resolution
Prior to filing any Claim against HADN or requesting arbitration, the Publisher agrees to email HADN with a detailed explanation of the issue or dispute. Please make sure to include your HADN Publisher account name, your full name, an email address, and a daytime telephone number. HADN will attempt to promptly resolve any issues or disputes in a manner satisfactory to all parties.
Arbitration
If informal resolution has not satisfactorily addressed the issue or dispute within 45 days of the original e-mail, the Publisher may then file a "Request for Arbitration ". The request must include:

• A detailed explanation of the Publisher's dispute/claim
• A detailed explanation of why HADN's prior attempts to resolve the dispute/claim informally are unsatisfactory
• A detailed explanation of the alleged harm or damage incurred by the Publisher
• A detailed explanation of why the Publisher believes HADN is responsible or liable for such damage or harm citing specific paragraphs, errors, or omissions in this Agreement to substantiate such liability
• Documentation providing reasonable proof of such damage or harm along with a written estimate of the financial damages caused by such damage or harm from a qualified, neutral, and objective third party
• Documentation providing reasonable proof that HADN caused such damage or harm

The Publisher must provide their HADN Publisher Account name along with their full name, address, telephone number, and preferred email address, along with a notarized signature and date. The Request for Arbitration should be mailed to: Horse Advertising Network, 680 West Nye Lane, Suite 202, Carson City, NV 89703. HADN will provide a list of qualified arbiters from the Carson City, NV area from which the Publisher may choose. Use of arbitration shall not prevent HADN from seeking injunctive relief in a court of competent jurisdiction. If, after hearing all the relevant details of the dispute, the arbiter finds a clear winner and a clear loser, the loser will be required to pay the entire cost for arbitration. If however the arbiter finds merit in the arguments of both parties, the parties agree to split the cost of arbitration regardless of whether or not a compromise or agreement is reached.

Litigation
If arbitration does not satisfactorily address the issue or dispute within 120 days of the original email, the Publisher may then file a legal claim or notice. Except as explicitly stated otherwise, legal notices or Claims shall be served in writing on HADN to: Horse Advertising Network, 680 West Nye Lane, Suite 202, Carson City, NV 89703 (in the case of HADN) or to the email address you provided during the Publisher registration process (in your case). Notice shall be deemed given 24 hours after the email is sent, unless HADN is notified that the email address is invalid or that the email was not delivered. In the event of litigation, the prevailing party shall be entitled to recover all reasonable attorney fees and collection costs.

Improperly Filed Claims
All claims brought against HADN must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to this Resolution of Disputes Section shall be considered improperly filed. Should the Publisher file a claim contrary to this Resolution of Disputes Section, HADN may recover attorney fees and collection costs, provided that HADN has notified the Publisher in writing of the improperly filed claim and the Publisher has failed to promptly withdraw the claim.

Law and Forum for Disputes
This Agreement shall be governed in all respects by the laws of the State of Nevada, USA, without regard to conflict of law provisions. Publisher agrees that any claim or dispute brought against HADN must be resolved by the state and federal courts of the United States located in the State of Nevada.

• Proprietary Rights. Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by HADN (other than Publisher's own advertising content). Publisher is granted no license to HADN's advertising content, the name "Horse Advertising Network” (“HADN”), or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by HADN and made available to Publisher in any form for any reason. HADN and Publisher are independent contractors with respect to each other and each shall have no authority, and will not represent that it has any authority, to bind the other, or to assume or create any obligation or responsibility, expressed or implied, on behalf of the other or in the other's name. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
• Notifications. Notices delivered to the parties at the physical or email address provided in the Publisher's application shall be deemed sufficient, provided, however, that either party may change its notification addresses by giving the other party written notice of such change of address.
•  Confidentiality. During the term of this agreement HADN will provide Publishers with proprietary information and confidential information. "Proprietary and Confidential Information" is all information and any ideas pertaining in any manner to the business of HADN, its employees, clients, consultants, or business associates. Proprietary and Confidential Information shall include, but is not limited to, trade secrets, ad invocation code, product ideas, inventions, processes, formulas, data, passwords, know how, software and other computer programs, copyrighted material, marketing plans, strategies, sales reports or figures, financial reports, forecasts, advertiser lists and anything marked as confidential.
• Indemnification. Each party shall indemnify and hold harmless the other party and its corporate affiliates and their officers, directors, employees, subcontractors and agents from and against all obligations of any nature whatsoever resulting from a party's willful misconduct or negligent act or omission or failure to perform in accordance with any of the terms and conditions of this agreement; provided, however, that in the case of third party claims, the party informed of the claim shall notify the other party promptly of such claim and whether such claim is attributed to any negligent act or omission by the other party, its corporate affiliates and its officers, directors, employees, subcontractors or agents. This indemnification shall survive the termination of this agreement.
• Disclaimers. HADN is not responsible for any incorrect or inaccurate Ads served through or on the HADN Website whether caused by HADN Advertisers or by any of the equipment or programming associated with or utilized by HADN. Ads served by HADN Advertisers may contain links to other websites. HADN is not responsible for the Content, accuracy, or opinions expressed on such other websites, and such other websites are in no way investigated, monitored or checked for accuracy or completeness by HADN, nor does HADN guarantee anyone's privacy on such other websites.

 

Serving Ads from a particular HADN Advertiser does not imply any approval or endorsement of that Advertiser by HADN. When you display Ads from HADN advertisers or any third-party, you do so at your own risk. HADN takes no responsibility for any third party advertisements which are posted on or through HADN, nor does it take any responsibility for the goods or services provided by its advertisers.

HADN is not responsible for the conduct of any of its advertisers or for the content posted on any HADN Advertiser Ads or websites. HADN assumes no responsibility for any errors, interruptions of service, defects, delays in operation or transmission, communications line failure, theft, destruction, or unauthorized access to, occurring on, or adversely affecting any Publisher website resulting from Publisher's use of the HADN website or any Ads served by HADN on the Publisher's website.

HADN is not responsible for any problems or technical malfunctions of any telephone network or lines, computer or online systems, servers, providers, computer equipment, software, or failure of any email or software applications which may adversely affect the Publisher's website including any injury, death, or damage to property resulting from Publisher's use of the HADN website or any Ads served by HADN on the Publisher's website.

Under no circumstances shall HADN be responsible for any loss or damage, including personal injury or death, loss of money, or loss of or damage to property resulting from Publisher's use of the HADN Website, from any Ads served on or through the HADN Website, or from the conduct of any HADN Advertisers, whether online or offline.

The HADN Website is provided "AS-IS" and as available and HADN expressly disclaims any warranty of or fitness for a particular purpose. HADN cannot and will not guarantee and does not promise any specific results from the use of the HADN Website. In no event will HADN or any person or entity involved in creating, producing, or distributing the HADN Website be liable for any direct, indirect, incidental, special, or consequential damages (including but not limited to loss of revenue or profits or of anticipated revenue or profits) arising out of the use of or inability to use the HADN Website or out of the breach of any warranty. Publishers hereby acknowledge that the provisions of this Disclaimers section shall apply to all features, functions, and operations of the HADN website and all Advertiser Ads served through the HADN website.

• Limitation of Liability. IN NO EVENT SHALL HADN NOR ANYONE AFFILIATED WITH HADN BE LIABLE TO THE PUBLISHER OR ANY ENTITY THE PUBLISHER REPRESENTS OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE, OR PROPERTY ARISING FROM PUBLISHER'S USE OF THE PRODUCTS AND SERVICES OFFERED BY HADN, EVEN IF HADN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HADN IS NOT RESPONSIBLE FOR ANY DECISION OR FINANCIAL TRANSACTION MADE AS A RESULT OF ADS POSTED ON OR THROUGH THE HADN WEBSITE. ALL FEATURES, FUNCTIONS, OPERATIONS, AND CONTENT OF THE HADN WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HADN'S LIABILITY TO THE PUBLISHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1,000 (USD).

•  HADN may modify this Agreement from time to time and any such modifications shall be effective upon posting by HADN. The Publisher agrees to be bound to any changes to this Agreement by continuing to display ads from HADN after any such modifications are posted. Therefore, it is important that the Publisher review this Agreement regularly to ensure you are informed of any changes to this Agreement.

 

• MISCELLANEOUS: This agreement has been entered into in the State of Nevada and shall in all respects be governed by the laws of the State of Nevada. Jurisdiction shall be understood to be in Carson City, Nevada. This agreement is the final understanding and agreement of the parties with respect to the subject matter, and supersedes all prior or contemporaneous agreements related thereto. In the event that any provision(s) of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The Publisher may not modify, amend or waive, in full or in part, any part of this agreement except by a written instrument from Publisher and submitted to HADN in writing and any such modifications or amendments will not become effective until such time that HADN approves such modifications or amendments in writing. No waiver by either party of any provision of this agreement or any default hereunder shall affect such party's right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
• Publisher acknowledges and affirms their acceptance of this agreement by checking the "I have read and agreed to General Terms and Conditions" box on the Publisher's Join page and Publisher's acceptance of this agreement is further affirmed by continuing to display Ads from HADN on the Publisher's website.