Updated: June 1, 2019
BY CHECKING THE BOX OR CLICKING TO ACCEPT WHERE SUCH OPTION IS PRESENTED TO YOU, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.
Sokno Media, Inc. (“SourceKnowledge“, “we“, “us” or “our“) is pleased to provide you with the opportunity to participate in our Publisher Program (“Program“). The following, including the corresponding Schedules, sets forth the terms and conditions for the Program (“Terms”). Participation in the Program is subject to these Terms, our acceptance of your Application (“Application”), your satisfaction of the Eligibility Requirements described below, as we determine in our sole and absolute discretion, and your agreement to and ongoing compliance with these Terms.
“Account” means your publisher account for this Program.
“Ad” or “Advertising” means any type of advertising material or content, in any format and however delivered, together with related code and other material used for the placement and display of such material or content on Media.
“Ad Inventory” means any media space and made available for purchase through the Services for the display of Advertising.
“Agreement” means, collectively: (i) these Sourceknowledge Conditions, (ii) any Application that incorporates these Sourceknowledge Conditions and is entered into by Publisher and SourceKnowledge by any legally binding method of forming a contract, (iii) any exhibits, schedules or appendices attached thereto or incorporated by reference, and (iv) any amendments to any of the foregoing.
“Application” means applying to the SourceKnowledge Channel Partner Network.
“Buyer” means any party engaged in purchasing or facilitating the purchase of Ad Inventory through the Services, platform or service, including any ad network, ad exchange, demand-side platform, agency trading desk, ad agency, or provider of goods or services advertised and representative thereof.
“Campaign Data” means performance and measurement data made available through the Platform that relates to Client’s Ad campaigns launched through the Services.
“Client Content” means all logos, trademarks, images, graphics, text, and other materials included by Client in the Ads provided to SourceKnowledge for use with the Services.
“Payment” means the remuneration, on a Cost-Per-Click you receive for displaying SourceKnowledge Shopping Ads.
“Publisher” means the entity or individual that is a party to the Agreement with SourceKnowledge.
“Net Revenue” means revenue generated by SourceKnowledge Shopping Ads on your Site.
“Platform” means the SourceKnowledge website, dashboard, and tools that Publisher has access to through the Services to create, launch, monitor, pause, and stop an Ad campaign.
“Platform Policies” means, collectively: (i) any specifications, technical documentation, or integration requirements made accessible to Publisher by SourceKnowledge in connection with the Technology; and (ii) requirements, prohibitions, and guidelines applicable to Publisher’s integration with or use of the Services imposed by SourceKnowledge or a third party, as updated from time to time; in each case which may deal with or respond to, among other things, changes in laws or regulations, industry or technology developments, emerging risks, or evolution of the Services or Project Materials, and which are made available to Publisher via the Services of the applicable service or otherwise made known to Publisher.
“Prohibited Content” means any content or material that: (i) violates any applicable law, rule or regulation; (ii) promotes violence, discrimination, hatred, peer-to-peer applications, networks or sites, copyright protection circumvention, or unlawful subject matter or activities; (iii) violates any Intellectual Property Right or other proprietary, privacy, contract, or legal right of any third party; or (iv) is defamatory, libelous, deceptive, pornographic or sexually explicit.
“Program” means the SourceKnowledge service provided or made accessible to Publisher accepted into the SourceKnowledge Channel Partner Network.
“Publisher”: means the owner or operator of a website.
“Services” means each SourceKnowledge product, platform or service provided or made accessible to Publisher in accordance with an Order Form.
“Site”: means website in the SourceKnowledge Channel Partner Network.
“SourceKnowledge Materials” means technology and any other information or data that belongs to SourceKnowledge.
“Technology” means any proprietary or confidential technology or materials of SourceKnowledge: (i) made accessible to Publisher or (ii) made accessible to third parties and/or Affiliates by Publisher or at Publisher’s request in accordance with and as permitted by the terms of the Agreement, including any ad tag, programming code, software development kit (“SDK”), or application programming interface (“API”), used to effect or facilitate a provided Service.
“Terms” means the rules set out in this contract.
“User” means any natural person that is a visitor to, or other end-user of, any website, portal, device, application, or other online service or the means (e.g., computer, mobile telephone, or browser) used by such natural person or other end- user to visit, access, or use any such website, portal, device, application, or other online service.
“User Data” means information that is specific to or attributable to a User, including location, or device identifier, that (i) is received by Publisher through its participation in the Services, and (ii) without associating it with other information, cannot be used to uniquely identify, contact, or precisely locate such User.
These Terms constitute a binding legal agreement between you, or if accepting on behalf of an entity, such entity (in either case, referred to as “you“, “your”) and SourceKnowledge which governs your participation in the Program. By completing and submitting your Application you agree to be bound by these Terms. You also understand that any participation in the Program represents your acceptance of and agreement to comply with all of these Terms. If you are accepting the Terms on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to these Terms.
2. Our Service and the Program
We provide an online shopping platform that assists consumers in shopping for products and services offered by third party merchants participating in our listings service throughout the SourceKnowledge Channel Partner Network (“Merchants“), among other things. Search results and certain other links on the SourceKnowledge Channel Partner Network contain links to Merchant websites. For purposes of these Terms, the “SourceKnowledge Channel Partner Network” means www.SourceKnowledge.com, and other affiliated domains in the United States, and all other websites we operate now or may operate in the future, and other media or services we may offer to consumers from time to time.
The SourceKnowledge Channel Partner Network is a CPC platform connecting SourceKnowledge’s advertisers to website publishers interested in monetizing their website by integrating SourceKnowledge ads.
To apply for the Program, you must submit to us a complete and accurate application, including your relevant contact information, and the name and URL of your website that you wish to enroll in the Program. Please note that the Application only permits the registration of a single Site. If you have more than one Site that you wish to enroll in the Program, you must submit those separately to SourceKnowledge for approval via the sign up form. We will evaluate your Application and notify you whether your Site(s) are accepted. We may reject your Application for any or no reason, in our sole and absolute discretion, including but not limited to a failure to meet the Eligibility Requirements set forth below. Note that if we accept your Application and later determine that your Site is unsuitable or that you fail to meet the Eligibility Requirements or comply with these Terms, we may terminate your participation in the Program effective immediately.
4. Program Eligibility
Your eligibility for participation in the Program and ongoing eligibility to remain in the Program is conditioned upon you meeting and continuing to meet the following minimum requirements (“Eligibility Requirements“):
(a) You have submitted and received our approval of your Application;
(b) You are at least eighteen (18) years old;
(c) You have the necessary rights and authority to enter into and perform these Terms;
(d) You are the registered owner of the Site listed on the Application, including all domain name;
(e) All information you have provided to us, including but not limited to information provided in the Application and all other information about your business provided in connection with the Program, including all relevant payment information, is and will remain accurate, complete and current;
(f) You and your Site are not subject to any pending lawsuits, fines, or government or regulatory actions; and
You will provide us with any information, records, or materials that we request to verify your compliance with the Eligibility Requirements and these Terms.
5. Representations About Your Site
You represent and warrant that for so long as you participate in the Program, your Site (including any content contained therein) and all promotional means used by you:
(a) does not violate any law or regulation;
(b) does not infringe or misappropriate in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
(c) does not contain false, misleading or objectionable content (including but not limited to content that is obscene, containing excessive advertisements, defamatory, libelous, threatening, violent, hate-oriented, illegal or promoting illegal activities or goods);
(d) does not contain viruses, worms, spyware, Trojan horses or other harmful, malicious or destructive code;
(e) does not breach any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and
(f) shall be in full compliance with all blog disclosure regulations issued by the Federal Trade Commission or as otherwise required under applicable law, including providing appropriate disclosures on your Site regarding your endorsement of any products or services offered by SourceKnowledge or its subsidiaries, affiliates, and Merchants.
6. SourceKnowledge Shopping Ads
6.1 Subject to your continued compliance with the Terms (including the Eligibility Requirements noted above), you may present the SourceKnowledge and/or third party advertisements, content, creative materials, search queries or results that we provide you (“ SourceKnowledge Shopping Ads“) only on those Sites you have enrolled in the Program and that are approved by us in our sole discretion, where such SourceKnowledge Shopping Ads links to Merchants in the SourceKnowledge Network as determined by us in our sole and absolute discretion. For the avoidance of doubt, placing SourceKnowledge Shopping Ads on any Site that was not approved by us (pursuant to Section 3) is strictly prohibited and you are not entitled to payment for any traffic from such unauthorized Sites. If requested by SourceKnowledge, you agree that you will present the SourceKnowledge Shopping Ads to users of your Site in a form and manner and using creative elements as specified by SourceKnowledge from time to time. You will direct the SourceKnowledge Shopping Ads to the location(s) indicated to you by SourceKnowledge and provide linked attribution to the applicable SourceKnowledge Network website as the source of the SourceKnowledge Shopping Ads on each page of your Site displaying the SourceKnowledge Shopping Ads.
7. Your Information
You agree and consent to our (a) sending you emails relating to the Program from time to time; (b) monitoring, recording, using, and disclosing information about your Site and visitors to your Site that we obtain in connection with your display of SourceKnowledge Shopping Ads; and (c) monitoring, crawling, and otherwise investigating your Site to verify compliance with the Terms.
8. Payment and Reporting
You agree as follows:
8.1 For each month or portion thereof in which you participate in the Program, SourceKnowledge will make a payment to you based upon the Net Revenue received by SourceKnowledge from valid users’ clicks on links containing the SourceKnowledge Shopping Ads on your Site in such period, as determined by SourceKnowledge’s standard tracking method (“Payment“). Notwithstanding the foregoing, you understand and agree that your ability to earn Payments under this Program are expressly conditioned upon your satisfaction and continued compliance with the Eligibility Requirements set forth above, including providing and maintaining accurate payment information. If at any time during the Term (as defined in Section 16 below), you fail to satisfy the Eligibility Requirements, any amounts otherwise payable to you during the period of such failure will be deemed unearned and will not accrue to your Account due to your ineligibility for participation in this Program. We will grant you access to an online reporting tool to view traffic activity and estimated Payments generated by SourceKnowledge Shopping Ads from your Site during the Term. You understand and agree that SourceKnowledge shall have the right in its sole discretion to credit, adjust or discount charges to Merchants based on its determination of quality of traffic or source (e.g., non-US) generated via the SourceKnowledge Shopping Ads and to offset future Payments to you based on such credits or adjustments to Merchants for traffic generated by your Site. You further agree that SourceKnowledge shall have no obligation to issue any Payment(s) to you if SourceKnowledge has not received remittance from the relevant Merchant(s) of all monies due to SourceKnowledge. In the event of such non-payments or bad debts, SourceKnowledge reserves the right to offset future Payments to you or invoice you for such amount owed in its sole discretion. Your recourse for any such adjustment due to non-payment shall be to make a claim against the relevant Merchant(s), and SourceKnowledge disclaims any and all liability for such Payments.
8.2 Subject to these Terms, including, without limitation, your satisfaction of and continued compliance with all Eligibility Requirements, SourceKnowledge will issue the Payment for the previous month’s activity thirty (30) days after the last day of that month, subject to a minimum Payment of fifty dollars ($50.00), or such other minimum payment as SourceKnowledge may establish (“Minimum Payment”). Account balances of less than the minimum Payment will remain in your Account until a balance of the minimum Payment is met. SourceKnowledge will make one or more methods, by which to receive Payments, available to you, in our sole discretion. Notwithstanding the foregoing, for any Payment(s) that is less than a certain monetary threshold as determined by SourceKnowledge, in its sole discretion, SourceKnowledge reserves the right (but has no obligation) to issue such Payment(s) to you via PayPal to the email address on file or by cheque in your Account. All Payments under these Terms will be made in U.S. Dollars. We reserve the right to assess a charge on your Account of ten dollars ($10.00) for each attempted issuance of a Payment to you which is returned or undeliverable.
8.3 We reserve the right to suspend, withhold or adjust any Payment to you in the event of any suspected or actual violation of these Terms or part thereof, or other policy or guideline established by SourceKnowledge in connection with the Program (including, but not limited to reviews of merchant credit requests), and in particular we reserve the right to suspend, withhold or adjust any Payment based on any amounts which result from clicks generated by any person, robot, automated program or similar device in violation of the Terms, as reasonably determined by SourceKnowledge, including without limitation any valid clicks co-mingled with invalid clicks. You agree to forfeit and/or have offset any payments made which are determined by SourceKnowledge (in our sole absolute discretion) to have been generated by you or from your Site in violation of these Terms or other policy or guideline established by SourceKnowledge in connection with the Program.
8.4 You agree to pay all applicable taxes, including any applicable value added tax (VAT) or other similar taxes, imposed by any government entity in connection with your participation in the Program. You are solely responsible for providing and maintaining accurate contact and payment information in connection with your participation in the Program. U.S. taxpayers must provide, among other information, a valid U.S. tax identification number and a fully-completed Form W-9. Non-U.S. taxpayers must provide either a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, and signed certification that the taxpayer does not have U.S. activities as required by the U.S. tax authorities.
8.5 Any questions or claims by you regarding any charges or payments must be raised with us in writing within sixty (60) days after the date such charges are accrued or payments issued, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted by you in writing within sixty (60) days of the date on which the applicable charges are accrued or payments issued. Payment shall be calculated solely based on records maintained by SourceKnowledge.
9. Program Management
We reserve the right, in our sole absolute discretion, to change all or any part of these Terms and/or other policies or guidelines related to the Program, including but not limited to prohibiting certain Site content, changing the basis of compensation and/or changing the payment schedule. We further reserve the right to change or discontinue the Program altogether. If you do not agree with a change or update to the Terms or the Program, your sole and exclusive remedy is to terminate the Terms, remove all SourceKnowledge Shopping Ads from your Site and end your participation in the Program. Your continued participation in the Program will constitute your acceptance of the then-current Terms.
10. Prohibited Activities
You agree that you will not (and will not permit or encourage any other person or company to) engage in any of the following activities:
(a) artificially inflate traffic counts to the SourceKnowledge Network or participating Merchants using any robot, automated program or similar device or other means, (including manual), or permit, allow or encourage anyone else to do so. You further agree not to place SourceKnowledge Shopping Ads in search engine advertising, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks;
(b) place SourceKnowledge Shopping Ads in a misleading way for any user, obscuring or partly obscuring the SourceKnowledge Shopping Ads from any user’s view;
(c) click on, or provide users of your Site or any other party any incentives or encouragement to click on the SourceKnowledge Shopping Ads (including but not limited to displaying “support this Site” content);
(d) modify, alter, impair or disable or otherwise interfere with the SourceKnowledge Shopping Ads or SourceKnowledge Materials or other application or process established by SourceKnowledge in connection with the Program, including display of any web page or other content as an alternative to the web page directed by SourceKnowledge for the SourceKnowledge Shopping Ads;
(e) disparage the Program, SourceKnowledge, participating Merchants or other third parties, or otherwise make statements or take actions that would or might harm the business of SourceKnowledge or otherwise be detrimental to its interests;
(f) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise in connection with the Program;
(g) display SourceKnowledge Shopping Ads on any page within your Site that also includes or features: (1) unlawful, defamatory, threatening, pornographic, or otherwise objectionable material of any kind or nature, (2) any material that encourages conduct that could constitute a criminal offense, or (3) that infringes or violates the intellectual property rights or rights of publicity of others;
(h) use the Shopping Content Technology in a manner not authorized by these Terms; or
(i) overwrite a URL in a web browser by any means with any Program related link or URL without the consent or action of the user.
You hereby agree to defend, indemnify and hold SourceKnowledge, its Affiliates and Merchants and each of their respective directors, officers, employees, contractors, and licensors (“Indemnified Parties”) harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney’s fees and costs, that the Indemnified Parties may suffer as a result of: (a) claims that arise from or relate to your participation in the Program or any other SourceKnowledge service; (b) any breach by you of these Terms or of any representation made by you or obligation entered by you hereunder; or (c) any claim of violation of a third party’s privacy rights, or any third party claim relating to your Site or any content thereon, including any claim of infringement or misappropriation of any other party’s intellectual property or proprietary rights. You shall not enter into any settlement or admit any fault or liability that affects any Indemnified Party without that Indemnified Party’s prior written consent.
12. Warranty Disclaimers
YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. THE PROGRAM AND ALL SourceKnowledge PROPERTY ARE MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE. NEITHER SourceKnowledge NOR ANY OF ITS AFFILIATES, AGENTS OR MERCHANTS MAKES ANY WARRANTY, CONDITION OR REPRESENTATION WHATSOEVER REGARDING THE PROGRAM, THE SourceKnowledge PROPERTY, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE SourceKnowledge NETWORK. SourceKnowledge HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, (1) AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE SourceKnowledge NETWORK INCLUDING THE SourceKnowledge Shopping Ads OR THE SourceKnowledge MATERIALS, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE PROGRAM OR ANY OTHER SourceKnowledge PROPERTY, OR AS TO THE PublisherS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY ANY SourceKnowledge SERVICE, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (2) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13 LIABILITY LIMITATIONS
13.1 ANY LIABILITY OF SourceKnowledge OR ANY OF ITS AGENTS, MERCHANTS, OR AFFILIATES INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE BEEN PAID BY SourceKnowledge FOR YOUR PARTICIPATION IN THE PROGRAM IN THE TWO (2) MONTH PERIOD IMMEDIATELY PRIOR TO THE LIABILITY OCCURRING.
13.2 IN NO EVENT SHALL SourceKnowledge OR ANY OF ITS AGENTS, MERCHANTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE PROGRAM OR ANY BREACH OR ERROR BY SourceKnowledge OR ITS AGENTS OR MERCHANTS, WHETHER OR NOT SourceKnowledge HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3 THIS LIMITATION ON SUCH DAMAGES SHALL APPLY WHETHER OR NOT SourceKnowledge IS ABLE TO CORRECT ANY PROBLEM OR ERROR, AND WHETHER OR NOT SourceKnowledge HAS BREACHED ANY WARRANTY OR OBLIGATION, OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY OTHER REMEDY, IT BEING THE INTENTION OF THE PARTIES TO ALLOCATE THE RISK OF SUCH DAMAGES AS PROVIDED HEREIN IN ALL CIRCUMSTANCES AND YOU ACKNOWLEDGE THAT SourceKnowledge WOULD NOT HAVE ENTERED INTO THESE TERMS OR OFFERED THIS PROGRAM BUT FOR THIS LIMITATION ON SUCH DAMAGES. NOTHING IN THESE TERMS LIMITS OR EXCLUDES OUR LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR FOR ANY DAMAGE OR LIABILITY INCURRED BY YOU AS A RESULT OF OUR FRAUD OR FRAUDULENT MISREPRESENTATION.
14. Term and Termination
These Terms and your participation in the Program will begin upon our acceptance of your Application, your satisfaction of the Eligibility Requirements described above, and your agreement to and compliance with these Terms and will end when terminated by either you or us pursuant to these Terms (the “Term”). If you are dissatisfied with the Program or with any changes to the Terms or the Program, your sole and exclusive remedy is to terminate your participation by giving us written notice as provided below. Notwithstanding anything contained in the Terms to the contrary, we may, in our sole and absolute discretion, terminate these Terms or suspend or terminate your Account and/or discontinue your participation in the Program or any other SourceKnowledge service, effective upon notice to you, at any time and for any reason, including but not limited to: (a) actual or suspected failure to meet the Eligibility Requirements; (b) actual or suspected violation of Section 11 (Prohibited Activities); (c) failure to generate at least twenty-five ($25.00) in Payments, in the aggregate, over the course of twelve (12) consecutive months; (e) failure to provide accurate or complete payment information within twelve (12) months after notice of such deficiency has been issued; or (f) any other actual or suspected violation of these Terms. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. You understand and acknowledge that you do not have any vested right or enforceable interest to participate in the Program.
15. Effect of Termination
Upon termination of these Terms, whether by you or us, you may, except as otherwise provided herein, receive Payments owed to you up to the effective date of termination. In addition, upon any termination, all license rights and other privileges granted to you herein shall terminate immediately, and you shall immediately cease use of any SourceKnowledge Property, including the immediate removal of all SourceKnowledge Shopping Ads and or other SourceKnowledge Materials.
We may give general notices to participating Publishers by postings on the Program portion of our websites (using commercially reasonable efforts to notify you via email of any such postings), and you agree to be bound thereby. Notices specific to you will be sent, if possible, by electronic mail to the email address on file within your Publisher Account or otherwise by postal mail, overnight delivery service or in person. Any such notice shall be deemed received by you and effective (i) on the date that SourceKnowledge sent the notice via email; or (ii) two (2) days from the date SourceKnowledge sent the notice if by postal mail or overnight delivery service. You may give notice to us by Contacting Us, or otherwise by postal mail or overnight delivery service to:
1001 Blvd. De Maisonneuve West,
Montreal, Quebec H3A 3C8
17. Force Majeure
We shall have no liability to you under these Terms if we are prevented from, or delayed in performing, our obligations or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of SourceKnowledge or any other party), failure of the Internet, a utility service, communications network or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
18. Confidential Information
You agree not to disclose or share with any third party any confidential or proprietary materials or information regarding SourceKnowledge’s or its Affiliates’ respective business affairs that you may have received or had access to by reason of your participation in the Program, the nature of which is clearly confidential or proprietary (“Confidential Information“). You agree to protect such Confidential Information with the same degree of care as you would apply to your own information of a similar nature, but in no event less than reasonable care. You agree that you will not make any use of any such Confidential Information other than as strictly necessary for the purposes of performance of these Terms. You acknowledge that the Confidential Information is the sole and exclusive property of SourceKnowledge. The confidentiality obligations in this clause shall not apply to any information which is or subsequently becomes available to the general public other than through a breach of these Terms or is already known to you before disclosure. Upon termination of these Terms, you shall return or, at our option, destroy all Confidential Information and all copies thereof, provided however that your non-disclosure and duty of care obligations with respect to our Confidential Information shall survive. These Terms supersede any prior confidentiality Terms that may have been signed by you.
19. Dispute Resolution
19.1 YOU AND WE AGREE THAT ALL DISPUTES RELATED TO THE PROGRAM OR THE TERMS SHALL BE RESOLVED BY BINDING ARBITRATION. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW AND THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, WILL GOVERN THESE TERMS AND ANY DISPUTES ARISING BETWEEN YOU AND US. TO THE EXTENT THAT ANY CLAIM IS PERMITTED TO BE FILED IN A COURT OF LAW, YOU AND WE CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF LOS ANGELES COUNTY, CALIFORNIA. NOTWITHSTANDING THE FOREGOING, WE MAY ELECT TO FOREGO ARBITRATION WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION CLAIM, A CLAIM FOR ANY ACTUAL OR ALLEGED BREACH OF CONFIDENTIALITY, OR A CLAIM FOR BREACH OF THE INDEMNIFICATION OBLIGATIONS.
19.2 BY ENTERING INTO THESE TERMS OR PARTICIPATING IN THE PROGRAM OR OTHER SourceKnowledge SERVICE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OF A DISPUTE RELATED TO THE PROGRAM OR THESE TERMS WILL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO ANY EQUIVALENT OR SIMILAR TERMS OR OTHERWISE PARTICIPATING IN THE PROGRAM OR OTHER SourceKnowledge SERVICE, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE.
19.3 NO ARBITRATION PROCEEDING OR OTHER LEGAL ACTION MAY BE COMMENCED REGARDING ANY DISPUTES ARISING OUT OF, RELATING TO OR CONNECTED WITH THESE TERMS, THE PROGRAM OR ANY PART OF THE SourceKnowledge SERVICE.
© 2019 Sokno Media Inc