Code of Conduct
Updated December 15, 2009
Unless otherwise defined herein, capitalized terms used in this Code of Conduct shall have the same meaning as ascribed to them in the Publisher Agreement.
Definition of 'bundled.' For purposes of this Code of Conduct, a "bundled" product or application includes all other products or applications that may be downloaded to, and installed on, the User’s computer at the same time as the Product, or at a later time by an application or product initially delivered at the same time as or otherwise connected to the Product, excluding new version updates and upgrades to the initially delivered application or product. See also “Notice Required” section, below.
Publisher Site. Publisher Site must be (i) content-based, i.e., not simply a list of links or advertisements, nor a site which is centered around making money off of Company advertisers, as may be determined by Company in its sole and unfettered discretion; (ii) written solely in English (exceptions require Company's specific, prior written approval); (iii) a top-level domain, as that term is defined by the Internet Corporation for Assigned Names and Numbers; and (iv) fully functional at all levels, i.e., no "under construction" sites or sections. Web Publisher Site must not contain incentives to Users to click on ads such as cash awards, points, prizes, contest entries, etc. Web Publisher Site shall not primarily target Users younger than 18 years of age.
Publisher Account. Only one Account is allowed per company or organization unless otherwise agreed to in writing by Company. Publisher may use this Account for multiple Publisher Sites, provided that Web Publisher register each and every Publisher Site in their Account where Company software will be distributed.
Notice Required. Web Publisher agrees to accurately provide easy-to-read and easy-to-understand notice and information to all Users of Products and all other applications that are bundled with Products (if any, and which requires Company's specific written consent), before initiating a download to and installing the Products or applications on a User’s computer and to give such User an easy and appropriate method to agree or not to agree to such installation. Publisher shall under no circumstances attempt to launch a Product executable without first displaying the above-described messaging and receiving explicit User consent for the installation. Company reserves the right to approve final wording of this messaging and to require periodic changes as necessitated by changes to Products or for other business reasons. Publisher shall not alter code to automatically initiate the license prompt, nor shall Publisher drive traffic to web pages where content is set to autoplay.
Ability to Easily Uninstall Required. Publisher will ensure that the User may easily remove and/or uninstall not just the Products, but each and every other application bundled with Products by using the Microsoft Windows “Add or Remove Programs” menu. Publisher will also ensure that all applications bundled with Products adhere to terms no less restrictive than those contained in this Code of Conduct. Other products or applications that act as program “Trojans” (installing additional applications without full product descriptions and EULA acceptance) shall not be bundled with any Product.
Audit Rights. At any time, Company will be allowed to test all other products with which a Product (or, without limitation, any portion or derivation thereof) is bundled to ensure Publisher’s compliance with the guidelines and terms herein. Neither the conducting of such testing, nor the failure to do so, will act as any certification or other affirmation that Publisher is in compliance with the terms and conditions herein nor relieve Publisher from any liability hereunder. Upon request, Web Publisher is required to provide live links to all locations where Company’s products are available. Upon request, Publisher is also required to provide additional proof of identification in a form acceptable to Company in its sole discretion.
No Spam. Company does not accept any form of spam and detects/discards all traffic from unsolicited email, newsgroups, instant messages, chat forums, unauthorized adjustment of default home page or search features within standard browser settings and all other methods other than that generated from an active human. Spamming by any of these methods will cause the responsible Web Publisher Account to be terminated.
No Objectionable, Inappropriate, or Unlawful URLs. The action of sending any hits from any URLs or any materials protected by DRM technology that contain and/or promote the following content is not permitted: warez, cracks, serials, keygens, ROMs, EMUs, newsgroup postings, spam emails, illegal MP3s or any other site that contains content or promotes activities that are illegal in the United States of America.
No Fraudulent Installs. Publisher shall not generate or facilitate fraudulent or artificially created installs, including, without limitation, installs generated through (i) forced, automated, mechanical or electronic means (including hitbots, multiple clicking scripts, hidden links, incentivizing surfers or any other similar activity), (ii) altering the User’s security settings, or (iii) unsolicited emails, electronic data mining, harvesting or other similar means of generating artificial activity (e.g., transfers generated by a bot, macro program, internet agent or other similar device). Publisher may not send traffic to Company or to Publisher Site by any type of automatic installs, browser exploits, viruses, bots, rootkits, or by any other means, even if otherwise legitimate. Publisher shall not use false advertising or other deceptive or inappropriate means to generate installs.
Compliance. Publisher will perform its obligations pursuant to this Code of Conduct in accordance with all applicable laws, rules and regulations. Without limiting the generality of the foregoing, Publisher will: (a) not engage in any unfair or deceptive trade practice involving the promotion or distribution of the Products; (b) not include on any Publisher Site any content or material that in Company’s sole discretion (i) is defamatory, libelous, slanderous or offensive, or that abuses or threatens physical harm to others, (ii) is offensive, insensitive or disparaging regarding racial, ethnic, or political matters or is otherwise objectionable, or (iii) infringes the rights of any party or any law, regulation or legal authority including, without limitation, rights of publicity or privacy; (c) not make any false, misleading or disparaging representations or statements with regard to the Products or Company or Company’s employees; (d) post and comply with a privacy policy clearly setting forth its practices regarding the collection, use and dissemination of User personally identifiable information; and (e) not infringe, misappropriate or violate any Proprietary Rights of Company or any third party.
Publisher Responsibility. Publisher is solely responsible for any Publisher Site(s) and all content that appears on and any collection of information by Publisher on Publisher Site(s). Publisher may use or display Company materials only in the size, place and manner Company may indicate within Publisher Site(s) and only in a manner that complies in all respects with Company's guidelines, as the same may be modified from time to time by Company in its sole discretion. In addition, Web Publisher will ensure that appropriate messaging and EULA acceptance precedes every installation of a Product and every other product that is bundled with a Product.
The parties agree that strict compliance with the terms and conditions of this Code of Conduct is at the essence of the relationship between Publisher and Company. The parties further agree that damages from breach of this Code of Conduct may be difficult to calculate. Accordingly, the parties agree, in addition to any indemnification or refund obligations herein (and without limitation to any other legal or equitable rights or remedies) to liquidated damages calculated as follows: two times (2x) the amount equal to what Company did pay or would have paid Publisher if the installs had been proper.
Indemnification for Violations of the Code of Conduct. If any claim is made, or any action or proceeding is instituted, against Company that alleges or is based upon or arises out of Publisher’s breach of any representation, warranty or obligation arising under this Code of Conduct, Publisher shall indemnify and hold Company harmless from all damages, awards, costs and expenses (including reasonable attorneys' fees) associated therewith. Such indemnity is in addition to any other indemnity (either in the Publisher Agreement or otherwise) made by Publisher.
Changes. Company reserves the right to change the terms of this Code of Conduct at any time without notice to Publisher and, by continuing to participate as a Company partner, Publisher agrees to be bound by such revised terms. Company will post those changes on the Code of Conduct page of the applicable website. Publisher’s continued participation as a Company partner following the posting of such changes to the Code of Conduct will constitute Web Publisher’s acceptance of any such changes.