Terms of Use

The following Lead Provider Agreement (the "Agreement") is made and agreed to between Simply Ideas, L.L.C. (the "Simply Ideas") and you, the company or individual ("Provider"). Provider agrees to use abide by this Agreement as amended from time to time. Simply Ideas reserves the right to make changes to the Agreement at any time by posting the change at http://simplyideas.com/terms.html. Provider's continued use of Simply Ideas services after any such change will constitute its consent to and acceptance of the amended Agreement.

NOW, THEREFORE, the Parties, incorporating all Lead Provider Insertions Orders (IO) hereafter formed by reference, hereby agree as follows:


1.  OBLIGATIONS OF SIMPLY IDEAS
  1. The Parties will communicate and process Requests using a Simply Ideas owned website. Simply Ideas will provide Provider with:
    1. An IP address, or URL where Requests will be received;
    2. A test environment to allow the testing of:
      1. the transmission of Requests;
      2. receipt of Requests;
      3. integrity of Requests; and
      4. the accounting for Requests.
  2. Simply Ideas will provide Provider with and maintain:
    1. Accurate descriptions for Simply Ideas products and services as detailed in the IO;
    2. A response of transmission of a Request that identifies the status of the receipt of a Request as either a 'success' , 'reject' or 'error'.
    3. A customer service contact, technical contact and accounts payable contact within Simply Ideas's organization, to interface with Provider's technical staff for implementation and troubleshooting.

2.  OBLIGATION OF PROVIDER

During the Term of this Agreement, Provider will provide the following services:

  1. Transmit Requests to Simply Ideas electronically from Provider's website, email list or other marketing efforts using url's provided by Simply Ideas;
  2. Guarantee a ninety percent (98%) "Page Visit" rate as tracked by Simply Ideas web site analytics and proprietary tracking. "Page Visit" shall be defined as the ability to properly direct the customer (purchased lead or traffic) to the directed page or site. If such page visit rate is not achieved, Simply Ideas will send a warning email to Provider's contact. If no change is made during the next twenty four (24) hours, Simply Ideas may at its sole discretion turn off traffic until issues are resolved. Once Provider claims to have issues remedied, Simply Ideas shall run on leads at twenty five (10) leads per day or five thousand (5,000) visits until it is proven to the satisfaction of Simply Ideas that the issue has been resolved. If page visit rates fall below 50%, Simply Ideas reserves the right to turn off the campaign without notice. If Simply Ideas detects page visit issues, Simply Ideas will make an effort to send a warning email to Provider's contact; however, failure to send a warning email does not limit Simply Ideas remedies herein.
  3. Provider is responsible for using compliant creative materials provided by Simply Ideas and for maintaining suppressions lists in compliance with the CAN-SPAM Act of 2003 and as amended from time to time.
  4. Provider acknowledges that for successful implementation of the Services, Provider must provide Simply Ideas with accurate, up-to-date information. The Provider is responsible for notifying Simply Ideas of any changes in the information provided to Simply Ideas and described in this section.
  5. Provider is responsible for meeting acceptable advertiser conversion metrics.
  6. Simply Ideas reserves the right to change accepted traffic volume caps with no prior notice, however, typically twenty four (24) hours prior notice will be given.

3.  ACCEPTED AND UNACCEPTABLE LEADS     

  1. Under this Agreement a Lead will be valid if an end user applicant meets the following minimum criteria:
    1. The applicant is a United States resident;
    2. All invalid leads, both duplicate and bad data leads will be returned within 7 days of the close of the month.
    3. All Leads will be exclusive to Simply Ideas.
    4. The applicant provides all the information requested in the required fields of the form; and include a valid name, address, email, phone, grad year, and program of interest to be valid.
    5. Lead must fill out form on Simply Ideas website and Provider cannot manually or electronically fill out any information provided to Simply Ideas.
    6. Any additional terms for specific offers as contained in the IO.
  2. It is understood that Provider shall deliver Leads with the above minimum criteria to Simply Ideas.
  3. For purposes of this Agreement, the following shall be considered "Unacceptable Leads":
    1. Any Duplicate Leads per campaign (for purposes of this Agreement will be defined as a Lead containing identical information to a Lead previously delivered to Simply Ideas by Provider within the previous ninety (90) days unless otherwise state in the Insertion Order), fraudulent leads, or incentivized leads, or co-registration leads;
    2. A Lead that does not meet the criteria set out in Section 3.1 of this Agreement; or:
    3. Any additional terms for specific offers as contained in the IO.:

4.  FRAUD CONTROL

  1. Simply Ideas has built into its software a fraud control system, which constantly monitors all Simply Ideas' sites, including monitoring for false registration. Simply Ideas' staff will verify all sites for legitimacy. Any company or individual that tries to artificially inflate traffic counts, revenue, or use any device or robot/program to inflate sales will be reported to the appropriate law enforcement and regulatory authorities for fraud and theft. Simply Ideas flags accounts that:
    1. Have click-through rates that are much higher than industry averages without solid justification;
    2. Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
    3. Have shown fraudulent leads as determined by our clients; or
    4. Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.
  2. If Simply Ideas suspects Provider of fraud, Provider acknowledges that it is its responsibility to prove that no fraudulent activity has occurred to the satisfaction of the Simply Ideas whose determination whether Provider has engaged in fraudulent conduct is final. If Simply Ideas detects fraud, Provider's account will be made inactive pending further investigation and all commission checks will be held until such time as Simply Ideas determines that no fraudulent activity has occurred or resolution has otherwise been agreed to
  3. If Provider fraudulently adds Actions or clicks or inflates Actions or clicks by fraudulent traffic generation (as determined by the Simply Ideas, such as pre-population of forms or mechanisms not approved by Simply Ideas), Provider will forfeit its entire commission for all Postings and it's account will be terminated. In the event Provider uses names/email addresses that have not been "Verified" or "Confirmed" or "Double-Opted-In" in its marketing program, Provider will forfeit its entire commission for all Postings and their account will be terminated. Simply Ideas will have the right to "seed" the names/email addresses provided to client with fictitious test names which will not complete the verification process in order to assure compliance with this provision.
  4. Provider acknowledges that if it receives notice that fraudulent activities may be occurring on Provider's Site or related media, and Provider does not take any actions to stop the fraudulent activities, then Provider will be solely responsible for all associated costs and legal fees resulting as the result of these fraudulent activities.
  5. Provider represents and warrants that its Provider's Site shall:
    1. Not infringe upon the personal rights, intellectual property rights, or copyrights of any person or entity;
    2. Not contain racially discriminatory or hate-mongering content;
    3. Not contain gratuitous violence, obscenity, or profanity;
    4. Not contain material that is defamatory or libelous;
    5. Not promote any illegal activity including but not limited to the promotion of gambling, illegal substances, software piracy, or hacking; and
    6. Not spoof, or redirect, traffic to or from any adult-oriented websites.
  1. Provider will conspicuously post its privacy policy on the Provider Site. The privacy policy will comply with all laws and regulations regarding the privacy of visitor information, be reasonable according to industry standards, and accurately disclose Providers information use and sharing practices.
  2. Indemnification. Provider shall defend, indemnify and hold harmless Simply Ideas and Advertisers from and against all claims, suits, demands, damages, liabilities, losses, penalties, civil fines, interest settlements, judgments, costs and expenses, including reasonable attorneys fees, incurred, claimed or sustained by Simply Ideas or Advertiser arising directly or indirectly from (i) Provider's breach or non-compliance with any term of this Agreement; (ii) Provider's violation or alleged violation of any law, statute, regulation, or ordinance arising from Provider's promotional activities; (iii) Provider's participation in the Provider's Program; (iv) any claim that Simply Ideas is obligated to pay tax obligations in connection with payments made to Provider; and (v) any violation or alleged violation by Provider of any rights of another, including breach of another's intellectual property rights. Simply Ideas and/or Advertiser shall promptly notify Provider of any claim that may give rise to Provider's indemnification obligations.
  3. Simply Ideas shall be allowed to report all known and/or suspected fraudulent conduct to interested parties and to make such conduct public. Provider agrees not to hold Provider liable for the consequences of such reports and acknowledges that it shall be in Simply Ideas's sole discretion to determine whether or not fraudulent conduct has occurred or is suspected.

5.  ACCOUNTING AND PAYMENT PROCEDURES

  1. Simply Ideas pays out on valid and unique leads as Net 30.. Final Lead determination based on Simply Ideas' sole discretion.
  2. Payment will be made in accordance with Simply Ideas' tracked Leads or traffic. If page visit rates fall below 50%, Simply Ideas reserves the right to only pay Provider for successfully page visit rate or leads based on Simply Ideas stats.
  3. All amounts due shall be paid in U.S. dollars.
  4. Simply Ideas and Provider both retain the right to audit the other party's books and records for the purpose of verifying lead data and payments. The party initiating the audit shall be responsible to pay the costs of the audit. The audit shall be conducted by a nationally recognized accounting firm and specifically by certified public accountants. No more than two audits may be initiated by the same party in any 12 month period. The party initiating the audit must provide reasonable notification to the party being audited of the intention to audit and the audit shall be scheduled to take place only upon a mutually agreed upon date, time and location. Further, the parameters and scope of the audit shall be discussed and planned in advance between the parties hereto and the auditor so as to minimize the disruption to the ongoing business of the party to be audited. If the audit reveals a discrepancy greater than 5% between the numbers provided by the party being audited and the numbers revealed by the audit or that fraudulent activity has taken place, the party being audited shall be responsible to reimburse the party who initiated the audit for all amounts paid by the initiating party to the party conducting the audit.

6.  TERM OF SERVICE

  1. This Agreement will commence on the Effective Date and will continue for a period of twelve (12) months (the "Term"), subject to the following terms and conditions contained in this Section 6.
  2. The Term of this Agreement will automatically renew for successive twelve (12) month periods unless either party provides written notice of termination to the other party at least seventy two (72) business hours prior to the expiration of the then current Term. Notwithstanding the foregoing, either party may terminate this Agreement at any time and for any reason upon seventy two (72) business hours prior written notice to the other party.
  3. Either party may immediately terminate this Agreement if the other party is in breach of any representation, warranty or covenant contained in this Agreement.

7.  CONFIDENTIAL INFORMATION

  1. The term "Confidential Information" means any confidential, nonpublic or proprietary information concerning either party's products and services including, but not limited to, information concerning either party's partnerships, marketing plans or strategies, technology, customer or contact lists, relationships with third-party companies any other information that the receiving party should reasonably know is confidential or proprietary.
  2. Each party covenants and agrees that it will not disclose Confidential Information to any third party (except parents, affiliates, employees, agents and subsidiaries with a reasonable need to know provided that each such parent, affiliate, employee, agent and subsidiary agrees to be bound by this provision prior to disclosure), copy, use or modify Confidential Information received from the disclosing party for any purpose not authorized the disclosing party. This covenant will be enforceable during the Term of this Agreement and will continue to remain enforceable after the termination or expiration of this Agreement for a period of five (5) years.
  3. The confidentiality and disclosure requirements contained in this Section 6 shall not apply where the subject Confidential Information:
    • already was in the disclosing party's possession and was free of any obligation of confidence at the time of the disclosure;
    • is rightfully received by the disclosing party from a third party legally in possession of such information and that had the right to disclose such information;
    • is or hereafter becomes public knowledge through no act or fault of the disclosing party;
    • is proven by written evidence to have been independently developed by the disclosing party without any reference to the Confidential Information; or
    • is disclosed by the disclosing party pursuant to the requirement or request of a governmental or judicial entity, or pursuant to the operation of law, provided the other party is given reasonable advance notice by the disclosing party of any such requirement or request.

8. WARRANTIES

  1. Each Party represents and warrants that:
    1. it has all power and authority to enter into this Agreement and has duly and validly authorized this Agreement;
    2. it shall be in good standing in the state, territory or other jurisdiction where incorporated, formed or organized; and
    3. it will fulfill all of its responsibilities pertaining to this Agreement, in a timely and workmanlike manner.

9.  LIMITATION OF LIABILITY; INDEMNIFICATION

  1. IN NO EVENT WILL EITHER PARTY OR THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, SHAREHOLDERS, TECHNOLOGY, AFFILIATES, DISTRIBUTION PARTNERS OR AGENTS BE LIABLE TO THE OTHER PARTY PROVIDER, ITS CUSTOMERS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  2. Each party will defend, indemnify, and hold harmless the other party, and their respective directors, officers, members, shareholders, technology, employees, affiliates and agents from all claims, actions, losses, liability, damages, costs and expenses (including reasonable attorneys' fees and expenses) (collectively "Claims") arising from any breach of this Agreement including, but not limited to, each party's representations and warranties.
  3. Each party agrees:
    1. to promptly notify the other party in writing of any Claim that it becomes aware of and provide the other party with the opportunity to defend or negotiate a settlement of any such Claim at that party's expense; and
    2. to cooperate fully with the other party, at that other party's expense, in defending or settling such Claim;

Subject to the following reservation:

    1. Simply Ideas reserves the right, at its own expense, to assume the exclusive defense and control of any Claim subject to indemnification by Simply Ideas hereunder.

10.  DISPUTE RESOLUTION

  1. Before undertaking any arbitration or litigation, the parties will make reasonable efforts to resolve all disputes informally, including but not limited to, a conference meeting between executive officers of Simply Ideas and Provider who have authority to resolve the dispute.
  2. This Agreement will be governed, interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida, without regard to any conflicts of laws principles. Each party agrees that any controversy or claim between the parties will be determined first pursuant to Article 10.1 of this Agreement and secondly, if that fails, by either arbitration or litigation in the courts located in Broward county, Florida.
  3. If any litigation or arbitration proceeding is commenced in connection with this Agreement, the prevailing party will be entitled to reasonable attorneys' fees (including allocated costs for in-house legal services), costs, interest and necessary disbursements incurred in such action or proceeding, as determined by the applicable court or arbitrator.

11.  GENERAL PROVISIONS

  1. Except as otherwise provided for in this Agreement, any amendment or modification to this Agreement must be in writing and signed by both parties.
  2. This Agreement will be binding upon and will inure to the benefit of each party and its successors and assigns; provided that, Provider will not assign or transfer its rights under this Agreement by operation of law or otherwise, without Simply Ideas's prior written consent; provided, however that Provider may assign its rights and obligations to its parent, subsidiary or affiliate as long as the assignment does not result in a substantial change to the terms of service or otherwise cause a breach of this Agreement.
  3. The waiver or failure of either party to exercise any rights provided for in this Agreement will not be deemed a waiver of any further or future right under this Agreement.
  4. The invalidity or unenforceability of any term or provision in this Agreement will not affect the validity or enforceability of any other term or provision in this Agreement.
  5. All Notices will be sent to the addresses submitted by Provider when signing up for the service by certified mail, fax, email or courier.
  6. If Provider is more than one person or entity, each person or entity, as a signatory to this Agreement, agrees to be jointly and severally liable for all of Provider's obligations under this Agreement.
  7. This Agreement is the final, full and exclusive statement of agreement between Simply Ideas and Provider with respect to the subject matter set forth herein. The terms and conditions contained in this Agreement supplement the IO. Terms not defined in this Agreement will have the meaning set forth in the IO. Where the terms of the most recent IO contradict this Agreement, the IO terms shall govern. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the parties with respect to the transactions set forth herein.
  8. This Agreement may be executed in counterparts and, when fully executed, will be deemed effective on the Effective Date. The executed Agreement may be delivered by electronic facsimile transmission.
  9. The relationship of Simply Ideas, LLC and Provider established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall make any representations, warranties or covenants, or assume or create any obligations, on the other party's behalf. Each party shall be solely responsible for the actions of its respective employees, agents and representatives.

Simply Ideas, LLC
Last updated August 8th, 2008

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