PostNjoy, Inc. ("PostNjoy") provides you, and, if applicable, your Affiliates, access to its online advertising marketplace at www.postnjoy.com ("Platform"), which allows Advertisers and Bloggers to interact and engage in marketing relationships (the "Service") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. Accordingly, when you use the Service, you should check the date of the Terms of Service (which appears at the top of this document) and review any changes since the last version. The Terms of Service will be available at all times at www.postnjoy.com.
In this Terms of Service, (i) "Advertiser" means collectively any person or entity who participates in the Service and deposits money into the Platform or otherwise creates Opportunities, and (ii) "Blogger" means collectively any person who participates in the Service and (a) receives compensation for creating content in the Platform, or (b) receives compensation for serving Advertising (as defined in Section 3.8(A) on behalf of Advertisers on Blogger's website ("Affiliate Program"), and (iii) "Affiliate" means any entity or person that directly or indirectly controls any Advertiser or Blogger, and the term "control" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement or other influence. (iv) "User" means any person, company, bot or spider accessing the PostNjoy website. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you visit the site and will end when terminated by either party in accordance with the terms of the Agreement (the "Term").
Participating Advertisers create and list opportunities ("Opportunities") in the Platform located on the PostNjoy site, which offer Bloggers the chance to receive compensation from the Advertiser in exchange for creating posts on their blogs, other social media as may be offered by the Advertiser, or for serving Advertising on Blogger's online properties. All Postings and/or Advertising must comply with the requirements set forth by the Advertiser (herein referred to as the "Requirements") in the Opportunity. Each Opportunity listing contains a description of the Requirements and the compensation to be paid by the Advertiser. The Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified compensation to the Bloggers.
1.2. REVIEWS & APPROVALS.
While PostNjoy may assist in reviewing and identifying Blogger's posts that violate an Opportunity's Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular blog is entitled to the set compensation so long as the Advertiser observes the requirements of Sections 2.4 and 2.5 of this Agreement. Posts which do not comply with the Requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity.
2. ADVERTISER SPECIFIC TERMS.
This Section 2 applies only to Advertisers participating in the Platform.
2.1. TRANSPARENCY & DISCLOSURE.
PostNjoy requires full disclosure by all Platform participants. Any attempt to instruct, coerce or manipulate a Blogger into hiding the commercial relationship between you and the Blogger may result in removal from the system.
2.2. MANUAL PROCESSING REQUESTS
An Advertiser can request that a Blogger's post in response to an Opportunity be removed from the Blogger's website. For a fee, PostNjoy will assist Advertiser in requesting a Blogger to remove a post, however, PostNjoy cannot guarantee removal of the post.
PostNjoy reviews Blogger's posts for compliance with the criteria set forth in the Opportunity using an automated system. PostNjoy cannot guarantee whether an Advertiser that a Blogger's posts will be reviewed manually or through our automated system. If an Advertiser would like to ensure that a Blogger's post will be manually reviewed for compliance with the Opportunity criteria, Advertiser should use indirect service. that is available for an additional fee.
2.3. CONTENT INFORMATION.
Advertiser agrees that PostNjoy is not responsible for any aspect of Advertiser's content or product to be blogged about, or advertised by PostNjoy contracted Bloggers. Advertiser represents, warrants and covenants that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users' location, (iii) your Website does not contain any PostNjoy-owned or licensed content, except pursuant to a separate signed agreement with PostNjoy. You acknowledge that PostNjoy Bloggers are independent third-parties and not directly controlled by PostNjoy. As a consequence, any blog postings of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Advertiser specifically acknowledges and agrees that PostNjoy has no control over any content that may be available or published on any blog (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.
2.4. OPPORTUNITY DISPUTES.
Advertiser agrees that so long as a Blogger has met the requirements as outlined in your Opportunity you will not deny payment. Advertiser may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Blogger. Payment will be made to the Blogger unless the Blogger has violated the terms of this Agreement as stated in writing.
2.5. ADVERTISING ASSOCIATED WITH AFFILIATE PROGRAM.
3. BLOGGER SPECIFIC TERMS.
This Section 3 applies only to Bloggers participating in the Platform.
3.1. TRANSPARENCY & DISCLOSURE.
Bloggers participating in the PostNjoy Platform must clearly disclose on their blogs the relationship between themselves and the Advertisers in connection with Opportunity-related posts. Blogger agrees to comply with all applicable laws and regulations.
3.2. FULFILLMENT OF COMPENSATION.
Blogger acknowledges and agrees that the obligation to compensate Blogger for Opportunities resides with the Advertiser, not PostNjoy. PostNjoy merely facilitates such compensation on behalf of the Advertisers. Blogger waives any and all claims or rights of action against PostNjoy relating to the failure of an Advertiser to compensate Blogger in connection with an Opportunity-related post or advertisement. In addition, Blogger acknowledges that Blogger is: (i) not an employee of PostNjoy, (ii) responsible for the payment of Korean local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by Korean local government, and (iv) responsible for compliance with all other applicable laws and regulations.
3.3. BLOG EXCLUSIONS.
The following blog types are wholly excluded from Platform Opportunities:
A. Third Party Content Blogs. Blogs whose entries are made up entirely of song lyrics, quotes, poems, online quizzes/surveys, information directories, or other such lists that do not constitute written entries.
B. Blog for Money Blogs. "Blog for money" community blogs.
3.4. GRANT OF USAGE LICENSE.
By participating in the PostNjoy Platforn and accepting payment for content you create, Blogger grants PostNjoy and the specific Advertiser purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to use, display, perform, reproduce, republish, and distribute the content or any portion thereof in all forms of media and through any media channels (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing or distribution of a Blogger's content by PostNjoy or any Advertiser must be accompanied by credit to the Blogger of that content or a link to the blog where the content appeared.
OTHER TERMS AND CONDITIONS
4. ADVERTISER AND BLOGGER ELIGIBILITY.
5. PROTECTION OF MINORS.
Children under the age of thirteen (13) may not be the target audience of PostNjoy Opportunities and PostNjoy strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children. PostNjoy also reserves the right to remove any Blogger with a blog that is targeted toward children.
7. PLATFORM GUIDELINES.
All participants in the Platform should observe these Guidelines:
A. Pornography or sexually explicit content is not appropriate in the Platform.
B. Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
C. There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or the revealing of other members' personal information.
D. Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Platform.
8. UNAUTHORIZED USE.
Outside of an API provided by PostNjoy, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our website for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in the Marketplace is strictly prohibited. PostNjoy will not be liable or responsible for any such actions. The offending party will be immediately removed and banned from the Platform and may be liable to third parties.
9. PROVISION OF SERVICES.
PostNjoy is constantly innovating and changing its Service offering in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which PostNjoy provides may change from time to time without prior notice to you. You acknowledge and agree that PostNjoy may stop (permanently or temporarily) providing the Services (or any features or functionality within the Services) to you or to users generally at PostNjoy's sole discretion, without prior notice to you. You and/or PostNjoy may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and PostNjoy shall not have any liability regarding such decisions. Sections 2 through 17 of these Terms of Service shall survive any termination of the Agreement.
10. REPRESENTATIONS AND WARRANTIES.
Bloggers and Advertisers participating in the Platform each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of PostNjoy's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or blog: (a) do not violate any law, statute, ordinance, treaty or regulation or PostNjoy policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by PostNjoy, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws.
PostNjoyTM and other PostNjoy designs, logos, graphics, page headers, button icons, scripts, and service names are registered trademarks, trademarks in the S. Korea and/or other countries. PostNjoy's trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services, commercial applications are forbidden except where pre-approved in writing.
Bloggers and Advertisers participating in the Marketplace each agree to indemnify and hold harmless PostNjoy, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by PostNjoy to make your listings, results, and/or Services available in connection with third party Websites, blogs, postings, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, affiliates, and employees from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claim(s)"), that actually or allegedly result from your information, use of the Service, any blog postings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by PostNjoy and/or any PostNjoy Entity, subject to PostNjoy and/or the PostNjoy Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against PostNjoy, and/or any PostNjoy Entity provided that you will not agree to any settlement that imposes any obligation or liability on PostNjoy and/or an PostNjoy Entity without PostNjoy's prior express written consent.
PostNjoy may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to PostNjoy. It is your responsibility to ensure that your e-mail address and any other contact information you provide to PostNjoy is updated, current and correct. All notices to PostNjoy shall be sent via recognized overnight courier or certified mail, return receipt requested, to: President, PostNjoy, Inc., 1st fl., Shinho Villart, 452-3, Sungnae-dong, Kangdong-gu, Seoul, Korea.
14. ELECTRONIC SIGNATURES EFFECTIVE.
(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the PostNjoy Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.
The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and PostNjoy regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. PostNjoy shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertisers nor Bloggers are employees of PostNjoy. Neither PostNjoy, Advertiser or Blogger shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without PostNjoy's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect.