Juju Publisher Program Agreement

This Juju Publisher Program Agreement (this “Agreement”) is made by and between Juju, Inc., a Delaware corporation (“Juju”) and the person or entity registering hereunder (“Publisher”). Please read this Agreement carefully. This is a binding agreement governing Juju’s provision of the Publisher Program described herein (the “Program”) and Publisher’s use of content and services associated with such program. By clicking the “I agree” box, you acknowledge that: (a) you have read this Agreement, understand it, and agree to bind the Publisher by it; and (ii) you are duly authorized to bind Publisher. If you do not agree to this Agreement, do not click the box, in which case your registration will be canceled, and you will not be able to use or access the Services.

1.    The Program

a.    Description. The Program enables Publisher to display job search results from Juju and its advertiser affiliates on Publisher’s Web site and earn a share of revenue from such content. Publishers who qualify may integrate such content on their sites through the methods described in Juju’s applicable specifications, available at http://www.juju.com/publisher/spec/. Juju may choose, in its sole discretion, to make available a subset of its content for display on Publisher’s Web site, for any reason, including, by way of example, user orientation of the Publisher’s Web site or the preferences of the providers of such content. To the extent Juju identifies a feature of the Program as “beta,” “test” or otherwise provisional, Publisher agrees that use of such features, to the fullest extent permitted by law, is “AS IS,” at Publisher’s own risk, and Publisher will not disclose to any third party any information regarding such features, their existence or Publisher’s access thereto.

b.‭    Eligibility.‭ To participate in the Program, Publisher must own or operate a Web site that meets the criteria set forth in the Juju Publisher Acceptable Use Policy, available at http://www.juju.com/publisher/aup/. You must be at least 18 years old to accept this agreement on your own behalf or on behalf of a company. To apply to participate in the Program, please complete the requested information in the Publisher Signup Form. Publisher will at all times ensure that such registration information is complete, accurate and up to date, irrespective of such data’s source or means of collection. Juju reserves the right in its sole discretion to accept or reject each applicant to the program and each Web site to be used by such applicant in connection with the Program.

2.‭    Publisher obligations

a.‭    ‬Content. Publisher will display data associated with the Program, including without limitation search results, text, graphics, links, logos, and other data supplied by Juju (collectively “Program Data”), only on Web sites that Juju has reviewed and approved in writing, or via the Site’s account interface, for participation in the Program (“Approved Sites”). Publisher hereby grants Juju the right to serve Program Data on Approved Sites. Publisher shall notify Juju of any significant changes planned in the content, layout, or user orientation of any Approved Site including, but not limited to, as it relates to the display of Program Data at least ten (10) business days prior to implementing such changes. Juju reserves the right to re-evaluate Publisher’s participation in the Program, in its sole discretion, as a result of any such change or anticipated change.

b.‭    ‬Fraud. Publisher will cooperate with Juju in any investigation of claims of illegal activity, suspected illegal activity, or violations of this Agreement, including, but not limited to, attempts to fraudulently inflate the volume of impressions or clicks from the Approved Sites. Publisher will implement all reasonable corrective actions requested by Juju to correct and prevent such activities.

c.‭    ‬Branding. Publisher shall label all displayed Program Data with the phrase "Jobs by Juju" at least 116 X 23 pixels in size, wherein the word "Jobs" shall be hyperlinked to http://www.juju.com. The word "Juju" shall be the Juju logo, available at //d5k1a84rm5hwo.cloudfront.net/img/juju_logo_tiny.png, and shall also be hyperlinked to http://www.juju.com. Publisher hereby grants Juju the right to list Publisher and Publisher’s Web site(s) as a publisher affiliated with Juju on the Site and in associated marketing materials.

d.‭    ‬Juju Rights. Publisher acknowledges that Juju owns all right, title and interest in and to the Program (including Juju’s ad serving technology, application programming interface (“API”), search technology, trademarks, logos, and Program Data), and that Publisher does not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement.

3.    Restrictions. Publisher’s use of the Program is subject to the following restrictions, and Publisher hereby represents and warrants that: (a) Publisher has the full right, power, and authority to grant the rights and consents granted herein; (b) Publisher will comply with all applicable laws and regulations in its use of the Program and in its business operations, including without limitation laws regarding data privacy, unsolicited bulk email, and employment and employment discrimination; (c) Publisher will comply with Juju policies applicable to the Program, as posted on www.juju.com, including Juju’s Publisher Program Specifications, available at http://www.juju.com/publisher/spec/ and Acceptable Use Policy, available at http://www.juju.com/publisher/aup/ (collectively “Policies”); and (d) Publisher will not generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions, and will not use any automated means of scraping, data mining, reverse engineering or data extraction to access, query, store, or otherwise collect data from the Program, the API or any Web site of Juju or its advertiser affiliates. The Publisher will indemnify, defend and hold Juju, its advertiser affiliates and their respective representatives harmless from and against any and all losses, liabilities and expenses (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of (i) any breach or alleged breach by Publisher of its representations, warranties or covenants hereunder; or (ii) the Approved Sites and the products and services promoted therein, including without limitation claims for defamation, violation of rights of publicity and/or privacy, and intellectual property infringement.

4.    Fees. Publisher shall receive a share of revenue actually received by Juju for valid clicks from Program Data served on Approved Sites. Juju’s calculations of clicks and payments shall be final and binding, and all payments are based solely on Juju's measurements. In no event will Publisher receive compensation for any clicks or other transactions generated by Publisher or any party acting on Publisher's behalf. Nor shall Publisher receive compensation for any click or other transactions to the extent that incomplete or improper implementation of the Technical Specifications on an Approved Site prevents Juju from accurately tracking or reporting such transaction. Juju shall pay Publisher within 45 days of the end of each calendar month the revenue share owing hereunder for amounts collected by Juju within such calendar month; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar months until such time that the monthly balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information with Juju. The Publisher shall be solely responsible for payment of all applicable taxes (other than those on Juju’s net income). If Juju refunds fees to an advertiser for any reason, then Publisher shall refund Publisher’s corresponding revenue share to Juju, either by setoff against amounts owing to Publisher or by prompt payment to Juju.

5.    Confidentiality and Data

a.‭    ‬Confidentiality. Publisher agrees not to make Juju Confidential Information available in any form to any third party or to use Juju Confidential Information for any purpose other than the implementation of this Agreement. Publisher agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, but in no event less than a reasonable standard of care, to ensure that Juju Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. "Juju Confidential Information" includes without limitation: (a) all Juju software, technology, programming, APIs, technical specifications, content, polices and documentation relating to the Program; (b) click rates or other performance statistics relating to the Program provided to Publisher by Juju; (c) the terms of this Agreement; and (d) any other information designated in writing by Juju as "Confidential" or an equivalent designation, or that would reasonably be considered confidential by a party receiving such information. The terms of this Section 5(a) shall apply during the term and after termination of this Agreement.

b.‭    ‬Data. Juju’s privacy policy, available at http://www.juju.com/privacy/, as updated from time to time, governs Juju’s use of personally identifiable data submitted by Publisher to Juju. Publisher agrees that Juju may use non-personally identifiable data Juju collects or receives through Publisher’s use of the Program, in an aggregate and anonymous form, to improve the quality of the Program and for analytical, marketing and reporting purposes.

6.    ‬Disclaimer of Warranties. Except as expressly set forth herein, and to the maximum extent permitted by applicable law, the Program is provided "AS IS," and Juju expressly disclaims all warranties and conditions, whether express, implied or statutory, including but not limited to all implied or statutory warranties of merchantability, fitness for a particular purpose, title, quality, accuracy and noninfringement of third party rights. In particular, Juju disclaims all warranties regarding: (i) click or conversion rates; (ii) amounts to be paid to Publisher hereunder; (iii) the appearance, quality or adjacency of any Program Data on any particular software (including browsers), system configuration, monitor resolution or other user equipment; (iv) disruptions or distortions in Program Data caused by data incompatibility or disruption of the data feeds, unavailability of the API, outages to any public portion of the Internet, or failures of Publisher’s systems or equipment.

7.    Limitation of Liability. In no event will Juju, its representatives, successors or assigns, be liable for any punitive, exemplary, incidental or consequential damages in any action arising from or related to this Agreement or the Program, whether based in contract, tort (including negligence), intended conduct or otherwise, including without limitation, damages relating to the loss of profits, income or goodwill, regardless of whether such party has been advised of the possibility of such damages. In no event will Juju’s liability for monetary damages related to this Agreement exceed the amount payable by Juju to the Publisher over the three-month period immediately preceding the action. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.

8.‭    ‬Term. The term of the Agreement shall begin upon Publisher’s first submission of registration information and shall continue until terminated pursuant to the terms hereof. Publisher may terminate its participation in the Program via the Site’s account interface, if such functionality is available, or, if not available, by written notice to Juju as provided herein. Such termination will be effective, and Juju will cease providing the Program to Publisher, one business day after Juju’s receipt of such notice. Juju may terminate this Agreement, the Program or any individual component of the Program, or suspend Publisher’s access to the Program or any component of the Program, immediately at any time without notice. Termination of this Agreement shall not affect the obligations of the parties under Sections 3, 5, 6, 7 and 9, of this Agreement, which shall survive the termination of this Agreement.

9.    General. This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of Delaware and not by the laws of any other jurisdiction. The parties mutually consent and submit to the jurisdiction of the federal and state courts for New Castle County, Delaware, and agree that any action, suit or proceeding concerning this Agreement may be brought in the federal or state courts of such county and that they will not raise, in connection therewith, any defense or objection based on lack of personal jurisdiction, improper venue, inconvenience of forum or the like. This Agreement, together with any Policies referenced herein and the information submitted by Publisher in the Account Interface or order, is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Any conflicting or additional terms contained in any other documents (e.g. purchase orders, confirmations, etc.) or oral discussions are void. Juju may unilaterally modify this Agreement or any of its Policies at any time without liability, and Publisher’s continued use of the Program after notice of such modification constitutes Publisher’s acceptance of such modification. Any modifications to this Agreement by Publisher must be made in a writing executed by both parties. Failure of Juju to enforce any of the provisions of this Agreement shall not be construed as a general relinquishment or waiver as to that or any other provision. If any provision of this Agreement is held invalid, it shall be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remainder of this Agreement will continue in full force and effect. Publisher’s relationship with Juju will be that of an independent contractor and nothing in this Agreement will be deemed to constitute either party as the other’s partner, joint venturer, representative, agent or employee for any purpose. The Publisher may not resell, assign or transfer any of its rights hereunder without Juju’s prior written consent, and any such attempt is void. All notices or approvals under this Agreement shall be directed to Juju at: 41 E 11th St, 11th FL, New York, NY 10003, or as may be revised in writing from time to time. Notices to Publisher shall be sent, at Juju’s discretion, via the Site’s account interface or to the Publisher’s current billing address or contact email on record with Juju. Notices sent by email by Juju will be deemed received when sent.