THIRD-PARTY MARKETING AGREEMENTVayyar hereby grants to the Partner the non-exclusive authority to perform the Services and submit, either directly or indirectly.Vayyar may terminate the Partner’s ability to perform the Services for any or no reason, in its sole discretion, including, without limitation, if it determines that the partner’s activities or site is unsuitable to perform the Services for any reason; provided, however, that under any such circumstances, Vayyar will provide the partner with written notice of its election to terminate.
Unsuitable activities and sites, which may be amended from time to time, may include, but are not limited to, those that:(a) Mislead others;(b) Contain or promote, any of these types of content: libelous, defamatory, obscene,sexually explicit, pornographic, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, or offer of any illegal good or service, or link to a site(s) that does so;(c) Promote discrimination based on sex, race, age, religion, nationality, disability, or sexualOrientation;(d) Engage in spamming, indiscriminate advertising or unsolicited commercial email;(e) Include the trademarks of Vayyar and Walabot, including any variations orMisspellings thereof, in any URL;(f) Do not adhere to the bidding standards established by Walabot and Vayyar, which may be amended from time to time;(f) Violate any federal, state, or local law, including any privacy laws;(g) Misrepresent themselves as a Walabot or Walabot site or as a site of any Plan network; or(h) otherwise violate the intellectual property rights of any third party.VAYYAR’S RESPONSIBILITIESVayyar is, under no circumstances, responsible for the practices of any Partner or such Partner’s content or site(s).PARTNER’S RESPONSIBILITIES(a) Use commercially reasonable efforts to perform the Services to promote the Walabot and VayayrProducts and to solicit prospective customers for same;(b) Be responsible for all expenses and costs incurred by it in the performance of the Services andIts obligations under this Agreement and any Attachments;(c) Conduct approved site, approved activities, and its business in a professional and workmanlikemanner, consistent with generally-accepted industry practices and standards;(d) Comply with any and all applicable Walabot and Vayyar policies, procedures, guidelines, practicesand/or rules, which may be amended from time to time; provided, however, that in the eventVayyar makes any changes to the foregoing and will provide the partner withwritten notice of such changes;(e) only use Vayyar and Walabot Marketing Properties and other materials provided or approved byVayyar from time to time as expressly authorized pursuant to this Agreement or anyAttachment;(f) be fully responsible and liable for any and all use or misuse of the Vayyar’s and Walabot products,Vayyar and Walabot Marketing Properties, and any other materials provided or approved byVayyar hereunder;(gi) at all times comply with any and all applicable laws, rules, regulations; and(h) be responsive to requests from Vayayr, in its sole discretion, for modification ofapproved sites, approved activities, offline materials, and any other materials or Services usedby Partner within the timeframes requested by VayyarPARTNER'S PROHIBITIONSThe Partner agrees not to undertake, directly or indirectly, any of the following practices oractions, the violation of which shall be deemed a material breach and may result in immediate terminationof this Agreement:(a) make any representations or promises on behalf of Vayyar or Walabot;(b) give, offer, or advertise, directly or indirectly, anything of value (an “Incentive”) to inducea consumer to read, review or consider an advertisement unless Vayyar has providedprior written approval of the Incentive and all materials related thereto. In the event(c) use Walabot/Vayyar names, trademarks, service marks, orlogos (or any misspellings or variations thereof) in a manner not expressly authorized bythis Agreement unless otherwise approved by Vayyar in writing;(d) advertise, use any Walabot/Vayyar Marketing Properties, trademarks, service marks, or logos (or any misspellings or variations thereof) in classified advertising, whether online or offline;(e) use or otherwise incorporate the names or trademarks (including and misspellings or variations thereof) of Vayyar/Walabot in the domain name(s) of the Marketer’s site, on any meta tags, hidden text or source code, or in searchable keywords;(f) to bid on “Walabot” and “Vayyar” branded keywords, any variation and misspelling of these keywords as well as long tail keywords containing one or several mentioned keywords)•Walabot•Vayyar(g) Partners must ensure that their ads do not appear above the following visible URLs in paid search listings: walabot.com. Including but not limited to the following domains: vayyar.com, walabot.com walabot.com/diy.(h) Vayyar allows PPC bidding as long as you are positioned below us at any given time and follow ad copy content guidelines. You must link to your own URL, not directly to walabot.com. VAYYAR’S KEYWORD POLICYAll Partners must comply with these updated content standards for their own protection and to prevent any misunderstandings. Please keep in mind that these updated content standards were developed with everyone’s best interest in mind. We appreciate our Marketers’ understanding and prompt cooperation in this matter. View the walabot.com Content Standards located at walabot.com. (a) Partners are strictly prohibited from bidding on any of our plan specific keywords or plan brands and must ensure that they negative match on all of the below terms (and any variations of the below) to remain in compliance. (b)Negative keywords that must be always implemented in all affiliate SEM campaigns: (and any variation and misspelling of these keywords)•Walabot•Walabot diy•Vayyar•Walabot.com•Walabot device (c) Partners must ensure that their ads do not appear above the following visible URLs in paid search listings: walabot.com. Including but not limited to the following domains: vayyar.com, walabot.com walabot.com/diy, (d) Prohibited SEM Display URL Content•Walabot•Walabot diy•Vayyar•Walabot.com•Walabot device •See Thru Wall•See Thru Sensor(e) Vayyar allows PPC bidding as long as you are positioned below us at any given time and follow ad copy content guidelines. You must however, link to your own URL, not directly to walabot.com. In addition, you may not use our brand name or domain name, or any variation or misspelling of our brand name, as the display domain in any search advertisement.Prohibited SEM Ad Copy Content•Cheaper Price•Limited offer •Best Price(f) Direct linking (Use of Display URL) - Not allowed SPECIFIC INSTRUCTIONS FOR SEARCH MARKETING PARTNERAll Partner must remain positioned below walabot.com ads in all keywords. Partner must adhere to prohibited copy content like savings messages in ad copy. Prohibited Web Site Domain Keywords•Walabot•Walabot diy•Vayyar•Walabot.com•Walabot device •See Thru Wall•See Thru SensorProhibited Web Site URL Keywords•Walabot•Walabot diy•Vayyar•Walabot.com•Walabot device •See Thru Wall•See Thru Sensor
