ADVERTISER TERMS & CONDITIONS

1.       INTRODUCTION:  This is an agreement between you and Lone Keep Internet, a New Jersey Corporation, which 

owns and operates the Coupon Engine(defined below), as available through affiliates and websites affiliated with 

Lone Keep Internet (collectively, the "Coupon Distribution Network"). Lone Keep Internet is providing you with 

access to submit your redeemable online coupons, services and special offers on the Coupon Engine, subject to your 

compliance with the terms and conditions. Please read these terms and conditions carefully. By enrolling as an 

"Advertiser," you agree to be bound by these terms and conditions, and any other terms and conditions that may be 

required as part of any Insertion Order that you complete or payment terms that you accept (collectively, the 

"Agreement"). For the purposes of this Agreement, "you" and "your" refers to the Advertiser while "us" and "ours" 

refers to Lone Keep Internet. You agree that any of your agents, representatives, employees, or any person or 

entity acting on your behalf with respect to the use of the Coupon Web Site, shall be bound by, and shall abide 

by, these Terms and Conditions. You further agree that you are bound by this Agreement whether you are acting on 

your own behalf or on behalf of a third party, including another Advertiser.

2.       DEFINTIONS:

•         "Advertiser Content" means any information, material or content owned by the Advertiser and provided in 

any form to Lone Keep Internet including, without limitation, graphics, logos, trademark, service marks, 

redeemable online coupons, services and special offers.

•         "Advertiser Web Site(s)" means the Web Site through which the Advertiser features, markets or sells 

products and or services.

•         "Affiliate" means a person who is not employed by or acting as an authorized agent of the Advertiser, 

but rather has entered into an agreement with the Advertiser to display Advertiser Content on its own website and 

various other marketing vehicles.

•         "Link" means the text links and/or graphical hypertext links to be included in the Coupon Engine / 

Coupon Distribution Network and the Advertiser Web Site, in each respective case that provide direct access to the 

other party's Web Site.

•         "Coupon Account Management" interface means all of the tools and services available at 

http://jerseyshorecoupons.com, or such other URL as Lone Keep Internet may designate, that enable Advertisers to 

manage their interaction with the Coupon Engine.

•         "Coupon Distribution Network" includes third-party web sites that are authorized by Lone Keep Internet 

to display results from the Coupon Engine.

•         "Coupon Engine" means the online coupon aggregation service that provides information relating to 

coupons, partner tracking, specific coupon codes, and online offers and related information to consumers at 

http://jerseyshorecoupons.com and through the Coupon Distribution Network.

•         "Territory" means worldwide.

•         "User" means any Entity that visits the Coupon Engine, a Coupon Distribution Network site or the 

Advertiser Web Site.

•         "Web Site" means any point of presence indicated by a URL maintained on the Internet or on any other 

public data network.

3.       APPOINTMENT AND DUTIES:  Advertiser hereby appoints Lone Keep Internet, and Lone Keep Internet hereby 

accepts such appointment, to undertake the Services in the Territory during the Term, as hereinafter defined. 

During the Term, Advertiser hereby grants to Lone Keep Internet the non-exclusive right and license, in the 

Territory, to (i) access the Advertiser Site in order to perform the Services; (ii) organize, reproduce and 

otherwise use Advertiser Content in the Coupon Engine (alone or in combination with other Links and works); (iii) 

reproduce, transmit, publicly display and/or distribute Advertiser Content as part of the Coupon Engine and as 

available through the Coupon Distribution Network; (iv) develop and operate links in the Coupon Engine that permit 

Users to access the Advertiser's Site; and (v) use, reproduce, organize and publicly display Advertiser's 

trademarks, logos, slogans, trade names and service marks.

In respect to Advertiser Content (specifically: Advertiser logos) submitted by Advertiser for display on the 

Coupon Web Site, Advertiser will not be allowed to display logos which contain promotional language (ex: 'Free 

Shipping on orders of $99 or more' 'Free 2-3 day FedEx with your purchase', or 'Call 1-800-xxx-xxxx for more 

info', etc.). Coupon reserves the right to remove Advertiser logos with such promotional language at its sole 

discretion. Notwithstanding anything to the contrary in this Agreement, MeziLone Keep Internet is not required to 

make any Advertiser Content available through the Coupon Engine, nor shall MeziLone Keep Internet have any 

liability to Advertiser for using, modifying, or distributing out of date or incorrect Advertiser Content, 

provided that any such use, modification, or distribution is in compliance with this section. Nothing in this 

Agreement shall limit Lone Keep Internet's right to use data and information (including: Advertiser Content) that 

is in the public domain.

4.       REPRESENTATIONS AND COVENANTS:  Advertiser represents and covenants to Lone Keep Internet that: (1) 

Advertiser has all rights, title and interest in and to the Advertiser Content; (2) there are no consents or 

approvals necessary for Advertiser to enter into this Agreement; (3) you have not entered into an agreement as an 

Affiliate of the Advertiser and are entering into this Agreement on behalf of the Advertiser, (MeziLone Keep 

Internet retains the right to remove Affiliates acting as Advertiser from the Coupon Engine should MeziLone Keep 

Internet find that this Agreement was entered into by you as a Affiliate, not a bonafide representative or agent 

of the Advertiser), (4) either the Advertiser Content, the products and/or services offered by Advertiser, nor the 

Advertiser's use of any data or information relating to any User violate or will violate the privacy statement of 

the Coupon Engine, and/or any state or federal regulation, rule, statute or law, and/or the rights of any third-

party; (5) all Advertiser Content shall be accurate; (6) Advertiser shall be responsible for offering and selling 

its products and services featured on the Coupon Engine, including without limitation, order taking and 

fulfillment, shipping, transaction processing, invoicing, product returns or replacement, customer service, and 

payment of any taxes and charges; (7) Advertiser is duly organized, validly existing and in good standing; (8) 

Advertiser has full power and authority to enter into, and perform under, this Agreement; (9) Advertiser's 

performance hereunder and the Advertiser Content will not violate or infringe on the rights of any third-party or 

violate any agreement; and (10) the Advertiser Content shall not be libelous, obscene, objectionable or illegal.

5.       TERM AND TERMINATION:  This Agreement will remain in effect until terminated by either party. If you are 

dissatisfied with the Coupon Engine or any of the terms and conditions contained herein, your sole and exclusive 

remedy is to terminate your account. You may cancel your participation in the Coupon Engine at any time. 

Notwithstanding anything contained in this Agreement to the contrary, Lone Keep Internet may, in its sole 

discretion, terminate your account, and discontinue your participation in the Coupon Engine. Reasons for Lone Keep 

Internet's determination to so terminate or discontinue your account or participation as provided for above, 

include, but are not limited to, if Lone Keep Internet believes that you have violated this Agreement or other 

policies or guidelines of the Coupon Engine or any other party, or if Lone Keep Internet believes that your 

conduct may be harmful to other consumers, advertisers or licensees who participate in the Coupon Engine. All 

decisions made by Lone Keep Internet in this matter shall be final and Lone Keep Internet shall not have any 

liability with respect to such decisions. Sections 4, 6, 8, 9, 10, 11 and 13 shall survive any termination of this 

Agreement.

6.       PAYMENT:  You agree to pay Lone Keep Internet all applicable charges to your account in United States 

dollars, in accordance with this Agreement and/or payment plan you selected, including, if any, all applicable 

taxes, in accordance with billing terms in effect at the time the fee becomes payable. You agree and represent 

that all information you provide for the purpose of enrolling as an Advertiser will be accurate, complete and 

current. Your right to access your account through the Coupon Account Management interface is subject to any 

limits established by Lone Keep Internet. If payment cannot be charged to your credit/charge/debit card, for 

whatever reason, or if there is a chargeback for any reason, or if your financial institution does not honor your 

check, or if you exceed your monthly maximum payment, Lone Keep Internet reserves the right to either suspend or 

terminate your account with the Coupon Engine and to charge you a handling fee of $25 for each such instance. You 

will be assessed a fee for any declined cards, or chargeback requests on your account. Suspension or termination 

includes but is not limited to, removal of your Advertiser Content and Links from the Coupon Engine. You must 

submit any claims or disputes you may have with respect to any charge to your account in writing to Lone Keep 

Internet within 30 days of such charge otherwise such claim or dispute will be waived and such charge will be 

final and not subject to challenge. In the event of any failure by you to make payment, you will be responsible 

for all reasonable expenses (including attorneys' fees) incurred by Lone Keep Internet in collecting such amounts.

7.       PAYMENT PLANS:  Unless you receive credit approval from Lone Keep Internet to be invoiced monthly, you 

will be enrolled in a payment plan of your choice. There currently two (2) available payment plan: "Monthly 

Payment Plan"and the "Yearly Payment Plan." If you enroll in the Monthly Plan, then you authorize Lone Keep 

Internet to automatically charge your credit card each month up to the maximum amount specified on the enrollment 

form or changed by you in the Coupon Account Management interface. You agree that the amount charged to your 

credit card shall be equivalent to your monthly budget. You understand that you will receive e-mail notification 

from Lone Keep Internet at the beginning of each month to notify you of the amount your credit card has been 

charged to replenish your account. Such charges will appear on your monthly credit card statement.  Unless you 

discontinue your enrollment in this plan, you understand that this authorization is valid until the termination of 

this Agreement with Lone Keep Internet or until your credit card expires. If you enroll in the Yearly Plan, then 

you authorize Lone Keep Internet to charge your credit card for the amount that you have specified on the 

enrollment form or changed by you in the Coupon Account Management interface.


8.    CONFIDENTIALITY.  "Confidential Information" means any information disclosed by either party to each other, 

either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other 

electronic means, other than information that the disclosing party can establish (i) was publicly known and made 

generally available in the public domain prior to the time of disclosure to you by Lone Keep Internet or to Lone 

Keep Internet by you; (ii) becomes publicly known and made generally available after disclosure to you by Lone 

Keep Internet or to Lone Keep Internet by you other than through action or inaction; (iii) is in the disclosing 

party's possession, without confidentiality restrictions, at the time of disclosure by Lone Keep Internet or by 

you as shown by files and records imLone Keep Internettely prior to the time of disclosure; or (iv) consists of 

solely of data aggregated with data which is not "Confidential Information" under this Agreement, provided that 

the aggregated data are presented in a manner that makes it impossible to identify the party or parties to whom 

the data relate. Neither Lone Keep Internet nor you shall at any time (a) disclose, sell, license, transfer or 

otherwise make available to any person or entity any Confidential Information it receives from the other party, 

(b) use any Confidential Information received from the other party, or (c) reproduce or otherwise copy any 

Confidential Information received from the other party, except as necessary in connection with the purpose for 

which such Confidential Information is disclosed to the other party or as required by applicable law. Each party 

agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the 

Confidential Information. All Confidential Information shall at all times remain Lone Keep Internet's or your 

personal property and all documents, electronic Lone Keep Internet and other tangible items containing or relating 

to any Confidential Information shall be delivered to Lone Keep Internet or to the Advertiser imLone Keep 

Internettely upon Lone Keep Internet's or Advertiser’s request.

9.    INDEMNIFICATION.  Advertiser shall indemnify, defend and hold harmless Lone Keep Internet and its 

affiliates, directors, officers, employees and agents, from any and all liability, damage, or expense (including 

reasonable attorneys' fees) under any claim or suit brought by a third party arising out of the sale or offer to 

sell Advertiser's products and services , or arising out of a breach, or alleged breach, of any of Advertiser's 

representations, warranties or obligations herein or on the Advertiser Web Site, including but not limited to (i) 

any breach or misrepresentation under this Agreement by Advertiser, its affiliates, or other persons, or the 

employees or agents of any of the foregoing, (ii) the products or services offered or sold by Advertiser, and 

(iii) the Advertiser Content. Lone Keep Internet shall indemnify and hold Advertiser harmless from and against any 

and all claims, liabilities, judgments, costs, damages, and expenses, including reasonable attorneys' fees, 

arising in connection with any breach or misrepresentation under this Agreement by Lone Keep Internet, its 

representative, employees or agents.

10.    LIMITATION OF LIABILITY.  Lone Keep Internet's total liability arising out of this Agreement shall be 

limited to the fees paid by Advertisers to Lone Keep Internet under this Agreement. In no event shall Lone Keep 

Internet or any affiliate be liable to Advertiser for any special, consequential, incidental or indirect damages, 

including lost profits, occasioned by the breach of any obligation under this Agreement for any cause whatsoever, 

whether foreseeable or not, on any theory of liability, and notwithstanding any failure of essential purpose of 

limited remedy. The Coupon Engine is provided: "as is." Lone Keep Internet MAKES NO WARRANTIES OF ANY KIND, EITHER 

EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE COUPON ENGINE OR ITS SERVICES, AND Lone Keep Internet DISCLAIMS ANY 

IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, THE USE OR INABILITY OF AN ADVERTISER TO USE THE COUPON ENGINE, OR 

FITNESS FOR A PARTICULAR PURPOSE. Lone Keep Internet DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE 

COUPON ENGINE WILL BE UNINTERRUPTED OR ERROR-FREE. Lone Keep Internet DOES NOT MAKE ANY REPRESENTATIONS REGARDING 

THE USE OR THE RESULTS DERIVED FROM THE COUPON ENGINE. Lone Keep Internet DOES NOT WARRANT OR GUARANTEE THAT ANY 

USERS WILL PURCHASE ANY PRODUCTS OR SERVICES FROM ADVERTISER. WITHOUT LIMITING THE FOREGOING, Lone Keep Internet 

SHALL HAVE NO LIABILITY HEREUNDER 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 Lone Keep Internet'S REASONABLE CONTROL.

11.    GOVERNING LAW AND CHOICE OF VENUE.  This Agreement shall be governed by, and construed in accordance with, 

the laws of the State of New Jersey, excluding its provisions on conflicts of laws. The parties hereby submit to 

the jurisdiction of, and waive any venue objection to, the United States District Court and the Superior and 

Municipal Courts located Monmouth County, New Jersey, in any litigation arising out of this Agreement.

12.    INDEPENDENT CONTRACTORS.  Advertiser and Lone Keep Internet shall be independent contractors, and nothing 

herein shall be construed to create a partnership, joint venture, franchise or agency relationship between 

Advertiser and Lone Keep Internet. Neither party has any authority to enter into agreements of any kind on behalf 

of the other party.

13.    NOTICE.  Any notice or other communication required or permitted to be given hereunder shall be given in 

writing and delivered in person, sent via confirmed facsimile or e-mail, or delivered by recognized courier 

service, properly addressed, to the individual signing this Agreement on behalf of the applicable party at its 

address specified below and shall be deemed effective upon receipt. Either party may from time to time change the 

individual to receive notices or its address by giving the other party notice of the change in accordance with 

this section. It is your responsibility to ensure that your email address and any other contact information you 

provide to Lone Keep Internet is up to date and correct.

14.    ETHICAL CONDUCT.  Advertiser shall refrain from activities that are illegal, unethical or which might bring 

either party into disrepute, or which might constitute or represent a serious conflict of interest, or which might 

give the appearance of impropriety. Advertiser agrees to comply with all applicable laws and regulations including 

those dealing with Internet commerce and privacy. Breach of this obligation by Advertiser will entitle Lone Keep 

Internet to the imLone Keep Internette removal of Advertiser from the Coupon Web Site and termination of this 

Agreement.

15.    FORCE MAJEURE.  Neither party shall be deemed to be in default of or to have breached any provision of this 

Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or 

indirectly from acts of God, acts of civil or military authorities, civil disturbances, terrorism, wars, strikes 

or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet 

services or network provider services, failure of equipment and/or software, other catastrophes or any other 

occurrences which are beyond such party's reasonable control.

16.    NON-WAIVER.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any 

prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be 

effective unless made in writing and signed by an authorized representative of the waiving party.

17.    ASSIGNMENT.  Neither party may assign this Agreement or any of its rights or delegate any of its duties 

under this Agreement without the prior written consent of the other party; except that either party may, without 

the other party's consent, assign this Agreement or any of its rights or delegate any of its duties under this 

Agreement to any purchaser of all or substantially all of such party's assets or to any successor by way of 

merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, 

enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

18.    OTHER.  This Agreement constitutes the entire Agreement between the parties with respect to the subject 

matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, 

written or oral, between you and Lone Keep Internet. Only a written instrument executed by the party waiving 

compliance may waive the terms or covenants of this Agreement. If any provision of this Agreement is held or made 

invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this 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 hereto and has like economic effect. This 

Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. Lone 

Keep Internet may change this Agreement and/or the Coupon Engine's Privacy Policy at any time upon notice 

published on the Coupon Engine or by e-mail notification to you. Any use of the Coupon Engine after such notice 

shall be deemed to be continued acceptance of this Agreement including its amendments and modifications. Lone Keep 

Internet reserves the right to discontinue offering the Coupon Engine at any time.

•  This Agreement was last revised on November 2009