Effective November 10, 2016
The Organization Terms of Service ("Terms") govern your access to and use of Cerkl ("Service"), a division of Super Awesome Media, LLC., website as an organization and any information, text, graphics, photos or other materials uploaded, downloaded or appearing on Cerkl (collectively referred to as "Content"). By creating an organization on Cerkl you agree to be bound by these Terms.
Only authorized representatives may create an organization.
By default, content posted to an organization page is public and viewable by anyone with access to the Internet.
Organization Page Management
Organization names must accurately reflect the page content. We may remove administrative rights or require you to change the organization name for any organization that fails to meet this requirement.
If you collect content and information directly from subscribers, you will make it clear that you (and not Cerkl) are collecting it, and you will provide notice about and obtain user consent for your use of the content and information that you collect. Regardless of how you obtain content and information from users, you are responsible for securing all necessary permissions to reuse their content and information. You will not collect users' content or information, or otherwise access Cerkl, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
Your Distribution List(s)
Your subscriber lists are stored on a secure Cerkl server. We don’t, under any circumstances, sell your lists, contact people on your lists, market to people on your lists, steal your lists, or share your lists with any other party, unless it’s required by law. If someone on your list complains or contacts us, we may then contact that person. Only authorized employees have access to view Distribution Lists. You may export (download) your lists from Cerkl at any time.
Contract Term and Renewal
If you subscribe to the Service, your “Original Contract Term” will begin on the date that you pay to subscribe and expire at the end of the period selected in the subscription process and specified in the billing/subscription page quote provided to you by Cerkl, unless terminated earlier in accordance with this Agreement.
Unless either party provides notice that it does not intend to renew this Agreement at least 30 days before the end of the Contract Term, this Agreement will be automatically renewed for a “Renewable Contract Term”:
(a) on the terms and conditions of this Agreement then in effect;
(b) subject to the pricing structure and usage levels specified for renewal terms in this Agreement or, if not specified, as then posted at http://www.cerkl.com/; and
(c) for a term equal to the lesser of the Original Contract Term or one month. Except as provided in this Agreement, a Contract Term cannot be canceled prior to its expiration. Fees for each Contract Term are non-cancelable, and fees paid in advance will not be refunded.
General price increases will not affect you during the Original Contract Term. Cerkl will charge or invoice you under the new price structure at the beginning of each Renewable Contract Term.
Cerkl will invoice you at the beginning of the Initial Contract Term and at the beginning of each subsequent Renewable Contract Term. All quoted fees in the Quote Form are payable in advance and are exclusive of taxes, which Cerkl will charge or invoice as applicable, and you agree to pay any such taxes applicable to your use of the Service. All amounts invoiced are due and payable within 30 days of the date of the invoice. Payment instructions shall be as set out on Cerkl’s invoice.
- You won’t send Spam! By “spam,” we mean the definition on the Spamhaus website.
- You won’t use purchased, rented, or third-party lists of email addresses.
- You won’t violate our Acceptable Use Policy, which is part of this Agreement.
- If you use our API, you'll comply with our API Use Policy.
If you violate any of these rules, then we may suspend or terminate your account.
Compliance with Laws
You represent and warrant that your use of Cerkl will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you're subject to regulations (like HIPAA) and you use our Service, then we won't be liable if our Service doesn't meet those requirements.
The software that supports the Services (the "Software") is subject to United States export controls. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. You’re downloading and using the Software at your own risk.
If you use Cerkl to communicate about or administer a promotion (such as a contest or sweepstakes), you are responsible for the lawful operation of that promotion, including the official rules, offer terms and eligibility requirements (e.g., age and residency restrictions), and compliance with regulations governing the promotion and all prizes offered in connection with the promotion (e.g., registration and obtaining necessary regulatory approvals). Please note that compliance with these guidelines does not constitute the lawfulness of a promotion. Promotions are subject to many regulations and if you are not certain that your promotion complies with applicable law, please consult with an expert.
We may revise these Terms from time to time, the most current version will always be at Cerkl.com/about/terms_org.php. If the revision, in our sole discretion, is material we will notify you via an e-mail to the email associated with your account. By continuing to access or use Cerkl after those revisions become effective, you agree to be bound by the revised Terms.
All organizations on Cerkl have the ability to include sponsored advertisements in their email newsletters facilitated through Buzzglue.com, a division of Super Awesome Media, LLC. Any organization which chooses to allow sponsored advertisements agrees to join the Buzzglue.com Network and agrees to the following Terms and Conditions.
- Definitions "Buzzglue.com Network" shall refer to the sponsorship portal which allows third parties to create and target campaigns/ads."CPM" means on a cost per thousand Impressions basis."Creative" means advertising materials of any type used under this Agreement, including, but not limited banners and testimonial ad units."Impression" means an instance in which a Creative is served to, and received by a subscriber to the Organization's Cerkl page through their personalized email newsletter."Marks" means a party's trademarks, service marks, logos and trade dress."Net Revenue" means, with respect to any particular period of time, the amount invoiced by Buzzglue.com to advertisers with respect to Creatives displayed through Cerkl email newsletters, less sales commission and credit card processing transaction fees."Network Tags" means codes provided by Cerkl that are designed to be inserted into the code of an organization's owned and operated websites. Codes communicate with Buzzglue servers designated by Buzzglue.com and request transmission from those servers of Creatives."Newsletter" means email newsletters generated based on content posted by organization to Cerkl."Revenue Share" means, with respect to a campaign for which payment is based upon a percentage of Net Revenue, an amount equal to the product of (i) the Net Revenue during the applicable calendar month, multiplied by (ii) the applicable revenue share percentage payout rate.
- Sponsor Solicitation: Buzzglue is responsible for the solicitation of sponsor advertising. The Organization agrees to direct potential digital advertising inquiries to Buzzglue.com.
- Pricing: Buzzglue, at its sole discretion, shall set the CPM price points.
- Commission and Fees: The Organization is entitled to 60% of the net revenue from sales of sponsor advertising and Buzzglue/Cerkl is entitled to the balance of the net revenue. The Company shall account for all revenue and pay it to the Organization by either issuing a check or making a direct deposit based on the payment information provided on Cerkl.com. Payments will be made by the 14th of each month for the Organization's share of revenue collected from the prior calendar month. Each payment by Company to Organization shall include an accounting of the revenue.No checks will be issued for any amounts less than $100 U.S.D. All un-issued earnings will roll over to the next pay period in which the amounts due exceed $100 U.S.D. Any dispute regarding a payment hereunder must be submitted to Cerkl in writing within sixty (60) days of such payment or it shall be deemed waived. To ensure timely payment, Organization must maintain up to date account information, including change of address, phone or email address.
- Ad Approval: No ad will be published until Organization shall have first approved it online at Cerkl.com. The Organization will have the ability to identify one or more individuals who will be able to approve/reject all ad submissions before publication.
- Withholding Payment: Buzzglue reserves the right to withhold payment from Organization if Organization has engaged in activity that is either prohibited hereunder or is outside the scope of that which is permitted under this Agreement.
- Taxes: By participating in the Buzzglue Network, Organizations which are taxable entities assume complete and sole responsibility for any taxes owed as a consequence of such participation and agrees to indemnify and hold Buzzglue.com harmless from any such taxes.
- Term; Termination: This Agreement shall continue until terminated by either party. Upon termination, any licenses granted by Cerkl or Buzzglue hereunder shall immediately terminate and Organization must remove all Network Tags from the Organization Website and cease delivery of any and all Creatives. In the case of termination, Buzzglue will pay Organization all uncontested amounts due during the next billing cycle.
- Limitation of Liability: NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF CLIENTELE, LOSS OF USE OR LOSS OR CORRUPTION OF DATA, WHETHER UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF THE PARTY WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS PAID OR OWED UNDER THIS AGREEMENT BY EITHER PARTY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
- Marks Usage: Organization authorizes Buzzglue.com to disclose its membership in the Buzzglue Network and grants Buzzglue.com a non-exclusive, worldwide, royalty-free right and license to use, reproduce and display: (i) Organization's Marks in connection with Buzzglue.com's sales materials and presentations and as otherwise needed to perform its obligations under this Agreement; and (ii) Organization's Marks and statistics relating to the performance of a particular advertiser or agency's Creative on the Organization Website, to such advertiser or agency.
- Entire Agreement; Assignment: This Agreement, as and if amended, shall constitute the entire and only agreement between the parties regarding Organization's participation in the Buzzglue.com Network, and shall supersede all previous communications, representations or Agreements, whether written or oral between the parties relating to the services provided hereunder. Organization may not assign this Agreement without the prior written consent of Buzzglue.com, which consent shall not be unreasonably withheld. Any assignment by Organization without such consent shall be void ab initio. This Agreement shall inure to the benefit of all permitted successors and assigns.
- Representations and Warranties: a) Both Parties. Each party represents and warrants to the other that (i) it has the full right, power, and authority to enter into this Agreement; (ii) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; and (iii) this Agreement constitutes a legal, valid and binding obligation when agreed to.b) Organization. Organization represents and warrants that (i) it is legally authorized to allow sponsorship of its email newsletter communications, (ii) it is legally authorized to place the Network Tags on the Organization Website and to perform its obligations herein with respect to the Organization Website; and (iii) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, statute, ordinance, rules and regulations relevant to the performance of its obligations under this Agreement.c) Buzzglue.com. Buzzglue.com represents and warrants that it (i) has all necessary licenses and clearances to use and permit Organization to use the Network Tags and Creatives in the manner authorized by this Agreement, and (ii) will comply with all applicable laws, statute, ordinance, rules and regulations relevant to the performance of its obligations under this Agreement.
- Warranties; Disclaimer: EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE AND ALL SUCH WARRANTIES ARE DISCLAIMED, EXCEPT AS EXPRESSLY SET FORTH HEREIN. ORGANIZATION UNDERSTANDS AND ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT ANY MINIMUM LEVEL OF REVENUE, OR ANY REVENUE, WILL BE GENERATED AS A RESULT OF THIS AGREEMENT.
- Governing Law; Venue: This Agreement will be governed by and construed in accordance with the substantive laws of the State of Ohio without regard to its conflict of law principles. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts situated in the city of Cincinnati, Ohio in connection with any action arising between the parties.
- Severability and Waiver; Captions: If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. Any waiver (express or implied) or delay by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. The captions appearing in this Agreement are inserted only as a matter of convenience. This Agreement shall be interpreted as if drafted jointly by the parties.
- Force Majeure: Neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes ("Force Majeure").
Limitation of Liability
To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.
To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
You agree to indemnify and hold us and our Team harmless from any losses (including attorney fees) that result from any claims you make that aren’t allowed under these Terms due to a "Limitation of Liability" or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.
If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable attorney fees and any damages or other relief we may be awarded.
In some cases, a breach of these Terms could cause damages, but proving the actual damages would be impossible. These cases will result in the corresponding liquidated damages, which are a reasonable pre-estimate of the damages:
If you send emails that violate anti-Spam laws, then the liquidated damages will be five times the amount you paid us over the past 12 months, but not less than $900.
If you host images for anything other than your Emails, or use our resources in any way that’s not permitted by these Terms, then the liquidated damages will be four times the amount you paid us over the past 12 months, but not less than $720.
If you don’t pay an amount due within thirty (30) days after we send you a late payment notice, then the liquidated damages will be three times the total amount you paid us over the past 12 months, but not less than $540 plus the amount owed.
Notice to U.S. Government End Users
The Software and Website, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:
- only as Commercial Items,
- with the same rights as all other end users, and
- according to the Terms
Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Super Awesome Media, LLC, 1601 Dana Avenue, Cincinnati, OH 45207.
We may revise these Terms from time to time; the most current version will always be at cerkl.com. If the revision, in our sole discretion, is material we will notify you via an e-mail to the email associated with your account. By continuing to access or use Cerkl after those revisions become effective, you agree to be bound by the revised Terms.