180 Solutions Code of Conduct- Can They Make it Work?

by Wayne Porter

180solutions Code of Conduct

Extract Courtesy of 180solutions.

Date: 05.01.2005

Recently 180solutions, an adware company struggling with getting their rogue affiliates under control, took the time to share with us their Code of Conduct for distributors. The question looming on everyone's mind is can 180solutions reign in their rogue distributors and enforce their terms against distributors engaging in unsavory distribution practices?

Extract: 180solutions Code of Conduct

Distributor agrees to accurately provide easy to read and understand notice and information to all end users of 180solutions products and all other applications that are bundled with 180solutions products before both initiating a download to and installing the products or applications on an end user’s computer, and to give such end user an easy and appropriate method to agree or not to agree to such installation.

Distributor shall under no circumstances attempt to launch a 180solutions product executable without first displaying the above-described messaging and receiving explicit user consent for the installation. 180solutions reserves the right to approve final wording of this messaging and to require periodic changes as necessitated by changes to 180solutions products or for other business reasons. In addition, each installation of 180solutions products by Distributor must include and be subject to the then current 180solutions End User License Agreement (EULA).

Distributor will ensure that the end user may easily remove/uninstall not just the 180solutions products, but each and every other application bundled with 180solutions products by using the Microsoft Windows Add/Remove Programs menu. Distributor will also ensure that all applications bundled with 180solutions products adhere to terms no less restrictive than those contained in this Agreement follow these same codes of conduct. Other products or applications that act as program “Trojans” (installing additional applications without full product descriptions and EULA acceptance) shall not be bundled with any 180solutions product.

At any time, 180solutions will be allowed to test all products with which a 180solutions product is bundled to ensure Distributor’s compliance with the guidelines and terms herein. Neither the conducting of such testing, nor the failure to do so, will act as any certification or other affirmation that Distributor is in compliance with the terms and conditions herein nor relieve Distributor from any liability hereunder

Distributor is responsible for the actions of its partners and affiliates and will ensure that each partner and affiliate agree in writing to terms and conditions no less restrictive than those contained herein, and that appropriate messaging and EULA acceptance precedes every installation of a 180solutions product or another product that is bundled with a 180solutions product. (1) If Distributor discovers a partner or affiliate (either direct or indirect) is in violation of any of the terms and conditions of this Agreement, then Distributor agrees to immediately call such action to the attention of 180solutions and to immediately terminate its distribution relationship with such partner or affiliate. In addition, Distributor shall be subject to liquidated damages as set forth in the immediately following paragraph. (2) If 180solutions discovers independently that Distributor or one of its partners or affiliates (either direct or indirect) is in violation of any of the terms and conditions of this Agreement, then 180solutions shall immediately notify Distributor and Distributor agrees that it will immediately terminate its distribution relationship with such partner or affiliate. In addition, Distributor shall be subject to liquidated damages as set forth in the immediately following paragraph.

The parties agree that strict compliance with the terms and conditions of this Agreement is at the essence of the relationship between Distributor and 180solutions, Inc. The parties further agree that damages from breach of this Agreement may be difficult to calculate at the time of any breach. Accordingly, the parties agree, in addition to any indemnification obligations herein, to liquidated damages: (a) in the case of (1) above, equal to the amount paid by 180solutions to Distributor relating to the breach by Distributor, its partner or affiliate, and (b) in the case of (2) above, equal to two times (2x) the amount paid by 180solutions to Distributor relating to the breach by Distributor, its partner or affiliate.

If any claim is made, or any action or proceeding is instituted, against 180solutions that alleges or is based upon or arises out of Distributor’s breach of any representation, warranty or obligation arising under this Agreement, Distributor shall indemnify and hold 180solutions harmless from all damages, awards, costs and expenses (including reasonable attorney fees) associated therewith.

For purposes of this Agreement, a “bundled” product or application includes all other products or applications which may be downloaded to, and installed on, the end user’s computer at the same or at a later time by an application or product delivered at the same time as the 180solutions product, excluding new version updates and upgrades to the initially delivered application or product.

Our Take on 180's Code of Conduct

For more information see the interview we did with AdBumb, an advertising newsletter, about the distribution problems with 180solutions and some of 180's own responses.

This article is copyright 2005 by XBlock.com.
It may not be reprinted or copied without the express written consent of the author.

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