Become a Reach Sales Publisher

Reach Sales Ad Network Program Member Agreement

This Reach Sales Ad Network Program Member Agreement (this “Agreement”) is entered into by applying and being accepted to join the Reach Sales Ad Network (the “Effective Date”) by and between user (“you” or “your”) and 3 Palms Publishing Group, LLC, a Florida limited liability company (“we”, “our”, or “3 Palms Publishing Group”).

The Reach Sales Ad Network is a network of web sites and blogs whose primary focus is delivering content for sales leaders and managers, sales professionals, entrepreneurs, and small business owners. Our primary business objective is leveraging a network of respected content publishers to give advertisers a single source channel for targeting their message to our core demographic and creating monetization opportunities for our members.

1. Overview. As further described in this Agreement, through its Reach Sales Ad Network Program (“Program”) 3 Palms Publishing Group may (i) provide you with advertisements to place on your Web Site or Blog and shall share with you revenues generated by any advertisements and (ii) feature links on its website located at ReachSales.com to link back to your Web Site or Blog. 3 Palms Publishing Group shall have the right to discontinue the Program at any time without further liability.

2. Web Site or Blog. You represent and warrant that you write, maintain, produce, operate or represent the Web Site or Blog and have the authority to enter into this Agreement, including the right to grant 3 Palms Publishing Group to (i) place advertisements on your Web Site or Blog and (ii) link to your Web Site or Blog.

3. Advertising. 3 Palms Publishing Group and its assigned sales agents shall have the right, but not the obligation, to place advertisements on your web site or blog (“Reach Sales-Ad-Network-Provided Advertisements”). The Reach Sales-Ad-Network-Provided Advertisements may be provided to 3 Palms Publishing Group by advertising sales agents or advertising distributors (“Ad Suppliers”). 3 Palms Publishing Group shall deliver the Reach Sales-Ad-Network-Provided Advertisements to you and you shall display the Advertisements on your web site or blog as the most prominent advertising on your website (i.e., above the fold) or otherwise agreed to by you and by 3 Palms Publishing Group. You agree to promptly create advertising zones and insert Reach Sale-Ad-Network-Provided tags. Nothing herein shall require 3 Palms Publishing Group to provide you with any Reach Sales-Ad-Network-Provided Advertisements and we make no guarantee regarding the amount of any payment to be made to you in connection with the Reach Sales-Ad-Network-Provided Advertisements under this Agreement. You agree not to solicit, contact or accept contact from our active and inactive advertisers for any reason while a member of the Reach Sales Ad Network and for a period of twelve (12) months from the date you or we terminate this membership agreement, without prior written permission.

4. Responsibility for the Web Site or Blog. As between you and 3 Palms Publishing Group, you will be solely responsible for the maintenance and operation of your Web Site or Blog and for all materials that appear on the Web Site or Blog, including, but not limited to, the following: (i) the technical operation of the Web Site or Blog and all related equipment (and all costs associated therewith) (ii) the accuracy and appropriateness of materials posted on the Web Site or Blog; (iii) ensuring that materials posted the Web Site or Blog do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not libelous or otherwise illegal; (iv) ensuring that your Web Site or Blog accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers; (v) properly installing advertising tags generated by the Adify system and properly placing promotional text or images on your Web Site or Blog pages to direct advertisers to your Reach Sales Ad Network storefront, (vi) ensuring that the following material will not be included on the Web Site or Blog: (a) pornographic or other unacceptable adult-themed material including adult photos, tobacco-related or alcohol-related material, products or services involving deceptive marketing practices, lotteries, or gambling; (b) any viruses, trap doors, hidden sequences, hot keys, time bombs, or other disabling code; (c) content or links to third-party content which may result in a third-party claim against, or civil or criminal liability to, 3 Palms Publishing Group, LLC; (d) content that is inconsistent with 3 Palms Publishing Group’s public image, goodwill and reputation, applicable law or the terms of this Agreement; or (e) content that may constitute libel, defamation, infringement or otherwise violate the privacy, publicity or other rights of a third party.

5. Quality Control. While 3 Palms Publishing Group, LLC does not intend, and does not undertake, to monitor all of the content on your Web Site or Blog, if we at any time during the Term (i) become aware of a breach or inaccuracy of any representation or warranty of you or (ii) determine, in our sole discretion, that any content contained on your Web Site or Blog is unacceptable, you agree that 3 Palms Publishing Group shall have the right to (a) remove any link from the Reach Sales Ad Network Website to the your Web Site or Blog immediately and without notice to you; and/or (b) request immediate removal of any content on your Web Site or Blog and you shall comply with such request, in each case in the event that 3 Palms Publishing Group determines, in its sole discretion, that the Web Site or Blog adversely affects 3 Palms Publishing Group and our Reach Sales Ad Network. We reserve the right to reject members and potential members whose content does not meet our editorial standards.

6. Revenue Share. On behalf of 3 Palms Publishing Group, LLC, Adify shall make monthly revenue share payments (“Revenue Share Payments”) to you based on fifty percent (50%) of the net CPM, CPC, CPA or sponsorship advertising revenue (“Net Advertising Revenue”) collected for the Reach Sales-Ad-Network-Provided Advertisements displayed on your Web Site or Blog and seventy percent (70%) of the net CPM, CPC, CPA or sponsorship advertising revenue collected for Advertisements placed directly through your storefront as reported by the Adify Ad Server. Net Advertising Revenue shall be defined as gross revenues, less agency fees, commissions, ad distribution fees, charge backs, bad debt, refunds and other such offsets. When no Ads from third-party advertisers are available for your advertising zones on your website we may at our option, place 3 Palms Publishing Banners and/or other bonus third-party ads in the advertising zone until new third-party ads become available. Compensation for 3 Palms Publishing Banners and/or bonus (non-revenue generating) Banners will be paid to you at a minimum rate of twenty-five cents ($0.25) per click-thru generated from the Banners. The Payment Amount earned on a monthly basis, will be paid no more than sixty (60) days following the last day of the calendar month in which the revenue was earned.

7. Information Rights. You shall make available to 3 Palms Publishing Group aggregate usage data regarding the Web Site or Blog as reasonably requested by 3 Palms Publishing Group. We may retain and use for our own purposes all information you provide to 3 Palms Publishing Group in connection with the Reach Sales Ad Network. You agree that 3 Palms Publishing Group may transfer and disclose to third parties (including Ad Suppliers, Sales Agents and potential Ad Suppliers and 3 Palms Publishing Group business partners) personally identifiable information about you for the purpose of approving and enabling your participation in the Program, including for soliciting Reach Sales-Ad Network-Provided Advertisements. 3 Palms Publishing Group disclaims all responsibility and will not be liable for any disclosure of that information by any such third party. By entering into this agreement you certify that you are the majority owner of the URLs you enter into the Reach Sales Ad Network and enjoy a legitimate business relationship with 3 Palms Publishing Group justifying the aggregation of this traffic and request assignment of the traffic to these URLs from your company to 3 Palms Publishing Group in the comScore Networks syndicated audience reports and will not assign these URLs to any other company or network.

8. License. For the purposes of this agreement, you hereby grant to 3 Palms Publishing Group a non-exclusive, royalty-free, world-wide right and license (i) to copy, cache, download, distribute, display, perform, stream, transmit your Web Site or Blog content and your Web Site or Blog marketing materials in order to place advertisements and perform the activities described in this agreement; (ii) to link to the Web Site or Blog from the Reach Sales Ad Network Website; and (iii) to copy and otherwise use portions of your Web Site or Blog in order to drive traffic to your Web Site or Blog and for other promotional purposes. For the purposes of this agreement, 3 Palms Publishing Group hereby grants to you a non-exclusive, royalty-free, world-wide right and license (a) to copy, cache, download, store on its servers, distribute, display, perform, modify, stream, transmit, and reproduce the Reach Sales-Ad-Network-Provided Advertisements solely for the purposes of placing such Reach Sales-Ad-Network-Provided Advertisements on the Web Site or Blog in accordance with this Agreement and (b) to link to the ReachSales.com Website from the Web Site or Blog as determined by 3 Publishing Group from time to time.

9. Representations and Warranties. You represent and warrant that (i) the content of your Web Site or Blog is and will be your own and original creation, except for content validly licensed by you or in the public domain; (ii) the Web Site or Blog will not (a) constitute a libel or defamation, (b) include any pornographic, obscene or similar objectionable material, or (c) conflict with or infringe upon or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity or privacy or other rights of any third party; (iii) all obligations owed to third parties with respect to the development, maintenance, and operation of your blog including, but not limited to, all third-party hosting, service, or licensing fees, are or will be fully paid up by you; and (iv) your Web Site or Blog will not violate any federal, state, or local law, rule, or regulation.

10. Confidentiality. During the term of this agreement and for a two (2) year period thereafter, you will not disclose any confidential or proprietary information 3 Palms Publishing Group provides to you or you otherwise obtain about our business or the Program during the course of this Agreement. Such information includes, but is not limited to, (i) all 3 Palms Publishing Group software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (ii) click-through rates or other statistics relating to your Web Site or Blog performance in the Program; (iii) advertisers; (iv) officers, employees, member, and affiliate contact information; (v) sales processes and methodologies; (vi) advertising rates

11. Indemnity. You agree to indemnify, defend, and hold harmless 3 Palms Publishing Group, its parent and affiliates, and their officers, directors, members, agents, employees and applicable third parties (e.g., Reach Sales-Ad-Network-Provided Advertisement advertisers, Advertising Suppliers, Advertising Distributors and Advertising Sales Agents) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) arising out of or related to this Agreement which may arise from your enrollment in the Program, and/or your breach of any of the terms of this Agreement.

12. Compliance with Laws. You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any applicable governmental authority. Without limiting the foregoing obligation, you agree you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

13. Disclaimer of Warranties. 3 PALMS PUBLISHING GROUP LLC DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE 3 PALMS PUBLISHING GROUP AND REACH SALES AD NETWORK CONTENT, AND THE 3 PALMS PUBLISHING GROUP AND REACH SALES AD NETWORK WEBSITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU UNDERSTAND AND AGREE THAT 3 PALMS PUBLISHING GROUP IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE REACH SALES-AD-NETWORK-PROVIDED ADVERTISEMENTS OR THAT YOU WILL BE ENTITLED TO RECEIVE ANY REVENUE SHARE PAYMENTS.

14. Relationship of the Parties. The parties agree and acknowledge that the relationship of the parties is in the nature of an independent contractor. You may not in any manner misrepresent or embellish the relationship between 3 Palms Publishing Group and you, or express or imply any relationship or affiliation between us and you except as expressly permitted by this Agreement (including by expressing or implying that 3 Palms Publishing Group, Reach Sales, SalesGravy.com, Sales Gravy Press, The Sales Leadership Group, or our Ad Suppliers support, sponsor, or endorse any content of your Web Site or Blog or the Reach Sales-Ad-Network-Provided Advertisements).

15. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL 3 PALMS PUBLISHING GROUP, and their officers, directors, members, agents, investors. employees and applicable third parties (e.g., Reach Sales-Ad-Network-Provided Advertisement Advertisers, Advertising Sales Agents, Advertising Distributors, or Advertising Suppliers) BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITVE DAMAGES, WHETHER IN CONTRACT OR TORT, OR ANY OTHER LEGAL THEORY, EVEN IF 3 PALMS PUBLISHING GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 3 PALMS PUBLISHING GROUP'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITIED TO THE AMOUNT PAID BY 3 PALMS PUBLISHING GROUP TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. You will not be entitled to make any claim nor commence any proceeding arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. 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.

16. Term of the Agreement. The term of this Agreement will begin upon our written notification that your Web Site or Blog has been accepted to participate in the Program and shall continue for a period of two years. During this term, you will not make ad inventory available on other Sales, Sales Management, Marketing, Small Business or Entrepreneurial oriented ad networks or other ad networks that are enabled with the Adify technology platform. Notwithstanding the foregoing, either you or 3 Palms Publishing Group may terminate this Agreement at any time, with or without cause, by giving the other party ninety (90) day written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your Web Site or Blog, all references to your participation in the Program, all Reach Sales-Ad Network-Provided Advertisements, and all other materials provided by or on behalf of 3 Palms Publishing Group to you pursuant hereto or in connection with the Program. Removing the Reach Sales Ad Network advertising tags from your Web Site or Blog automatically terminates this agreement. 3 Palms Publishing Group reserves the right to change any of the terms and conditions contained in this agreement at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes and changes may be posted without notice to you. Your continued use of the service following changes constitutes your acceptance of such changes and modifications.

17. General. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to its conflict of laws provisions. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other term of this Agreement. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, understandings and agreements concerning such subject matter. No amendment or modification of this Agreement shall be made except by a writing signed by both parties. Any assignment or delegation of the rights or obligations hereunder, in whole or in part, or any other interest hereunder, without prior written consent, shall be void, except that either party reserves the right to assign this Agreement to any parent, subsidiary, affiliate, or successor company. Sections 10, 11, 12, 13,14,15,16, and 17 shall survive the termination of this Agreement for any reason. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.
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