AFFILIATE TERMS
Upon agreeing to the terms and conditions of this Agreement, TheWebSeeker.com, a product of CyberOptic Group, LLC (hereinafter
"TheWebSeeker.com"), grants to you (hereinafter "Publisher") a limited, non-exclusive and royalty free license during the term of this Agreement to distribute
TheWebSeeker.com’s paid advertiser content through the use of its proprietary software only, and only in accordance with this Agreement.
WHEREAS, TheWebSeeker.com develops proprietary software, and engages in business relationships to distribute paid advertiser content over the Internet;
WHEREAS, Publisher is the owner of a Website or search service and provides the ability for consumers to either search the Internet for relevant content through a search box or click a text-based link that displays search results based on the exact keyword phrase.
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Definitions
"Intellectual Property" shall include all source code, paper or electronic documentation, methods of display, methods of operation, trademarks, service marks and trade names.
"Paid Listing" refers to any text-based link distributed through Intellectual Property that generates revenue when a visitor clicks and is brought to an advertiser Website.
"Publisher Website" relates to any Web property owned by, or used in connection with distributing a Paid Listing.
"Bid Amount" is the gross revenue earned by TheWebSeeker.com when a Paid Listing is clicked by a visitor of Publisher Website.
"Valid Click" occurs only when a visitor clicks a Paid Listing and is redirected to an advertiser Website after entering keywords into a search box or clicking a text-based link depicting the exact keyword set searched or depicted in the link.
"Earned Revenue" is calculated for each Valid Click by multiplying Bid Amount of a Paid Listing times the appropriate revenue share.
Earnings/Revenue:
Affiliate will reven 35% of valid clicks generated from there website. Amount is calculated from bidders and Publishers only. Therefore, an affiliate will earn if a visitor clicks on a sponsored link withing a search result and is brought to an advertiser Website. Free List's - not sponsored links and listings in any way - will not generate revenue.
Compensation
TheWebSeeker.com will pay Publisher a revenue share of thirty-five percent (35%) of the Bid Amount earned by
TheWebSeeker.com for Valid Clicks generated from Publisher Website. TheWebSeeker.com
shall not pay Publisher for any clicks generated from the Intellectual Property or related link that were not a result of a valid search request. A valid search request involves a visitor of Publisher Website entering text into a search box and clicking a button to submit a search request to
TheWebSeeker.com that is received and delivered or by clicking on a text-based link, which displays the exact keyword set for each search
result. TheWebSeeker.com will pay Publisher upon reaching a level of fifty ($50.00) dollars or twenty (20) business days after each calendar month, whichever is less frequent, for all Earned Revenue due under this Agreement, less any taxes
TheWebSeeker.com may be required to withhold, and less any amount TheWebSeeker.com
determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Publisher Website. In other words, Earned Revenue during any calendar month that is less than fifty ($50.00) dollars, at
TheWebSeeker.com's sole discretion, may be held until the next month in which the total amount due is at least fifty ($50.00) dollars or until this Agreement is terminated.
Acceptable Use
Publisher may use or display a Paid Listing only in the size, place and manner TheWebSeeker.com
may indicate from time to time within Publisher Website and only in a manner that complies in all respects with
TheWebSeeker.com’s guidelines as described herein or as may be modified in writing, or electronically, from time to time by
TheWebSeeker.com in its sole discretion. Publisher acknowledges that all right, title and interest in the Intellectual Property is exclusively owned by
TheWebSeeker.com and/or its licensors, and is TheWebSeeker.com’s proprietary property, and that no right other than the limited display license granted herein is provided to Publisher.
TheWebSeeker.com does not accept any form of SPAM and detects/discards all traffic from unsolicited e-mail, newsgroups, ICQ, unauthorized adjustment of browser toolbars, default home pages, search features within standard browser settings and all other methods other than that generated from a human search. Spamming by any of these methods will cause Publisher account to be terminated. Only one account is allowed per company or organization unless agreed to in writing by
TheWebSeeker.com. However, Publisher may use this account for multiple domains and/or Websites.
All Valid Clicks must be a result of a visitor performing a search by entering keywords into a search box or clicking on a text-based link. In either case, the search results displayed must exactly match the keyword set being searched. Publisher agrees not to offer any type of incentive to a visitor in any way to click a Paid Listing as this will result in immediate termination of this Agreement. Publisher may not send surfers via a third party banner or exit exchange program without first being approved by
TheWebSeeker.com. Any Web page that contains a Paid Listing must only be viewable after a visitor initiates a query.
Without limitation, Publisher's account may be terminated, where TheWebSeeker.com
in its sole discretion, determines: (1) that any content, goods, services, or links displayed on or made available through or in connection with Publisher's Website(s) are illegal, obscene, indecent, vulgar, offensive, dangerous, or are otherwise deemed inappropriate; or (2) that Publisher or Publisher Website violates, has violated, or threatens to violate the terms and conditions of this Agreement.
Publisher agrees that traffic from the following nations and regions are not allowed, and that clicks will not be counted as Valid Clicks. All countries currently or formerly known as Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Azerbaijan, Bahrain, Bangladesh, Belarus, Belgium, Belize, Benin, Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, Brunei, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Central African Republic, Chad, China, Comoros, Congo, Costa Rica, Cote d'Ivoire, Croatia, Cuba, Cyprus, CzechRepublic, Denmark, Djibouti, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Estonia, Ethiopia, French Guyana, French Polynesia, Gabon, Gambia, Georgia, Ghana, Gibraltar, Greece, Guatemala, Guernsey, Guinea, Guinea-Bissau, Guyana, Hong Kong, Hungary, India, Indonesia, Aceh, EastTimor, Iran, Iraq, Israel, Italy, Ivory Coast (Cote D'Ivoire), Japan, Jordan, Kazakhstan, Kenya, Kiribati, Korea, South Kurdish, Turkey, Iraq, Iran, Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon, Lesotho, Liberia, Libya, Lithuania, Macao (China), Madagascar, Malawi, Malaysia, Maldives, Mali, Mercosur, Mexico, Micronesia, Moldova, Mongolia, Morocco, Mozambique, Myanmar, Burma, Nagorno-Karabakh, Artsakh (Azerbaizan), Namibia, Nauru, Nepal, The Netherlands, Nicaragua, Niger, Nigeria, Niue, North Kore, Norway, Oman, Pakistan, Palau, Palestinian, Paraguay, Philippines, Poland, Qatar, Romania, Russia, Rwanda, Sahara, Sao Tome and Principe, Saudi Arabia, Senegal, Serbia Montenegro, Seychelles, Sierra Leone, Singapore, Slovakia, Slovenia, Somalia, South Korea, Sri Lanka, Sudan, Suriname, Swaziland, Sweden, Syria, Taiwan, Tajikistan, Thailand, Tibet, Togo, Tonga, Tunisia, Turkey, Turkmenistan, Turks and Caicos Islands, Tuvalu, Uganda, Ukraine, United Arab Emirates, Uruguay, U.S.S.R., Uzbekistan, Vanuatu, Vietnam, North Vietnam, South Western Sahara, Yemen, Yugoslavia, Zaire (Dem. Rep. of Congo), Zambia and Zimbabwe due to the nature of advertiser content seeking United States based visitors.
All visitors sent by Publisher must come from a Web page as newsgroup postings with hyperlinks, e-mail links, ICQ, Instant Message, spamming or any other such practice that could reflect negatively on our program are strictly prohibited. Failure to comply with this request will result in the immediate cancellation of the account from which the clicks were generated and may also result in the forfeiture of any funds owed to that account from said activity. The action of sending hits from any URLs which contain and/or promote the following content: warez, MP3s, ROMs, EMUs, newsgroup postings, SPAM e-mails, or any other site which contains content or promotes activities which are illegal in the United States will result in the immediate cancellation of the account from which the hits were sent and the forfeiture of any funds owed to that account from said
activity.
TheWebSeeker.com’s Responsibilities
TheWebSeeker.com will provide Publisher Intellectual Property that will enable a visitor of Publisher Website to type in a search query that will provide search results generated by
TheWebSeeker.com and/or enable a visitor to click on text-based links that will allow such visitor of Publisher Website to access
TheWebSeeker.com’s Paid Listings.
ALL INTELECTUAL PROPERTY AND/OR PAID LISTINGS WILL BE USED/DISPLAYED ON PUBLISHER WEBSITE IN ACCORDANCE WITH THE GUIDELINES HEREIN AND INSTRUCTIONS POSTED BY
TheWebSeeker.com, AS MODIFIED BY TheWebSeeker.com, FROM TIME TO TIME.
TheWebSeeker.com will provide Publisher with a user ID and password to access an on-line tool to view information about the number of Valid Clicks that were generated from Publisher Website and the associated Earned Revenue. Publisher understands and agrees that
TheWebSeeker.com pays based only on Valid Clicks, or valid advertiser site visits, AND THAT THE NUMBER OF SEARCH REQUESTS GENERATED MAY NOT BE THE SAME AS THE NUMBER OF ACTUAL VALID
CLICKS. TheWebSeeker.com reserves the right, in its sole discretion, to filter clicks or reduce the amount of Valid Clicks based on internal procedures, and typically does so in accordance with general industry standards.
Publisher’s Responsibility
Publisher shall provide visitors of Publisher Website a way to perform search queries using the Intellectual Property AS SELECTED BY PUBLISHER DURING REGISTRATION. Publisher shall not modify the Intellectual Property, which is herein licensed to Publisher. Publisher is solely responsible for the creation and maintenance of its own Website and for all contents that appears on Publisher Website. PUBLISHER MAY NOT REFERENCE
TheWebSeeker.com IN ANY WAY WITHOUT FIRST RECEIVING WRITTEN CONSENT FROM TheWebSeeker.com. Publisher may not issue any press release or other public statements regarding this Agreement without
TheWebSeeker.com’s prior written consent.
Publisher shall keep, maintain and preserve for at least one (1) year following termination or expiration of this Agreement, accurate records relating to the Earned Revenue under this Agreement.
TheWebSeeker.com shall have the right to review such records upon ten (10) business days written notice to Publisher.
Ownership of Intellectual Property
Publisher agrees that this limited license to display TheWebSeeker.com’s Intellectual Property inures to the benefit of
TheWebSeeker.com. All good will or reputation generated by display of TheWebSeeker.com’s Intellectual Property shall automatically vest in and shall remain the property of
TheWebSeeker.com. Publisher agrees not to contest, in any court or other jurisdiction, the validity of any of
TheWebSeeker.com’s Intellectual Property, including, but not limited to, TheWebSeeker.com’s trademarks, service marks or trade names. During the term of this Agreement, Publisher shall not adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the
TheWebSeeker.com trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.
Representations and Warranties
A.As to TheWebSeeker.com:
TheWebSeeker.com represents and warrants that it has full power and authority to enter into this Agreement; and
TheWebSeeker.com represents and warrants that the content on TheWebSeeker.com’s Website, and/or the technology used by
TheWebSeeker.com in connection with this Agreement are owned or legally licensed for use by
TheWebSeeker.com; and TheWebSeeker.com represents and warrants that its Website does not violate applicable law or regulations and knowingly does not infringe or violate any copyright, patent, trademark or other similar Intellectual Property right, or otherwise violate or breach any duty toward, or rights of any person or entity.
B.As to Publisher:
Publisher represents and warrants that it has full power and authority to enter into this Agreement; and Publisher represents and warrants that the content on Publisher Website, and/or the technology used by Publisher in connection with this Agreement are owned or legally licensed for use by Publisher; and Publisher represents and warrants that its Website does not violate applicable law or regulations and does not infringe or violate any copyright, patent, trademark or other similar Intellectual Property right, or otherwise violate or breach any duty toward, or rights of any person or entity.
Non-Liability of TheWebSeeker.com
TheWebSeeker.com does not warrant or represent that the Intellectual Property will meet all or any of Publisher’s needs or requirements, or that performance of
TheWebSeeker.com’s Intellectual Property will be uninterrupted or error free. TheWebSeeker.com
is not responsible for any content provided by third parties, including advertisers, or for any third party sites that can be linked to/from the Intellectual
Property. TheWebSeeker.com and its licensors make no other warranty of any kind, whether expressed or implied, including without limitation, warranties of merchantability, fitness for a particular use, and non-infringement.
Confidentiality
During the term of this Agreement, Publisher may have access to certain non-public information of
TheWebSeeker.com, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by
TheWebSeeker.com, collectively "Confidential Information". This Confidential Information does not include information that is generally in the public domain. Publisher agrees not to disclose any Confidential Information to any third parties or to use any Confidential Information for any purpose except to carry out its obligations under this Agreement. Publisher shall take every effort to keep such Confidential Information confidential, using the same degree of care Publisher uses to protect its own confidential information, as long as it uses at least reasonable care. Publisher acknowledges and agrees that due to the unique nature of the Confidential Information, any such breach may allow third parties to unfairly compete resulting in great harm to
TheWebSeeker.com.
Indemnification
Publisher shall indemnify, defend and hold TheWebSeeker.com harmless (including TheWebSeeker.com’s legal and expert fees) against any and all damages, claims and awards brought or assessed against Publisher, resulting from a breach of any warranty, representation or covenant made by
TheWebSeeker.com under this Agreement; or arising from any action against TheWebSeeker.com
arising from Publisher’s use or display of TheWebSeeker.com’s Intellectual Property or arising from any breach by
TheWebSeeker.com of any of the provisions or requirements of this Agreement, provided that
TheWebSeeker.com promptly notifies Publisher in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to Publisher at Publisher's expense and with Publisher's choice of
counsel. TheWebSeeker.com shall cooperate with Publisher, at Publisher's expense, in defending or settling such claim. Publisher will not enter into any settlement or compromise of any such claim without
TheWebSeeker.com's prior consent, which shall not be unreasonably withheld.
Limitation of TheWebSeeker.com’s Liability
In no event shall TheWebSeeker.com's liability arising out of this Agreement exceed the net amount payable to Publisher under this Agreement during the two (2) months prior to the date of such cause.
TheWebSeeker.com shall not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of
TheWebSeeker.com.
Term and Termination
The term of this Agreement shall commence on the date TheWebSeeker.com receives Publisher's online registration and shall continue for one year, unless earlier terminated as provided herein. This Agreement shall be automatically renewed for each subsequent twelve (12) month period thereafter unless either party gives the other written notice of cancellation at least thirty (30) days prior to expiration. If Publisher breaches this Agreement, or if Publisher engages in any action that, in
TheWebSeeker.com's sole discretion, reflects poorly on TheWebSeeker.com or its trademarks, service marks, trade name or
reputation, TheWebSeeker.com may terminate the Agreement immediately upon notice to Publisher.
TheWebSeeker.com may terminate this Agreement on sixty (60) days written notice to Publisher for any reason. Upon the termination of this Agreement, regardless of reason, all license rights granted herein shall terminate immediately, and Publisher shall immediately cease use of the Intellectual Property and of all
TheWebSeeker.com's trademarks, service marks and trade names incorporated in the Intellectual
Property.
TheWebSeeker.com reserves the right to terminate any Publisher account if inactive for more than thirty (30) calendar days. Any artificial means of generating traffic including, but not limited to, hitbots, multiple clicking scripts, hidden links and incentivizing surfers in any way or any other similar activity that is not addressed by the Publisher in a manner that is reasonably satisfactory to
TheWebSeeker.com will result in forfeiture of all monies owed related to that traffic. Publisher must have all referring pages written entirely in English. Non-compliance with these terms and conditions may result in the forfeiture of all monies owed and termination of Agreement.
Notices
Any notice required for or permitted by this Agreement relating to the Publisher shall be in writing and shall be delivered by personal delivery, by overnight courier, by certified or registered mail; or by email confirm receipt. All notices must be sent to the address as found at
TheWebSeeker.com, or to such other address that TheWebSeeker.com may have provided for the purpose of notification in accordance with this Agreement.
Assignment
TheWebSeeker.com may assign its rights or delegate its obligations under this Agreement without Publisher’s prior written consent, so long as assignee expressly assumes in writing the performance of all of the terms of this Agreement.
Relationship of Parties
This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
Jurisdiction
Both parties agree this Agreement shall be governed by the laws of the state of Siracusa (Italy), and in the event of a dispute, Publisher agrees to submit to the jurisdiction of the state courts located in Siracusa. This clause shall remain in effect for two years after termination.
Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all previous agreements, written or oral, between Publisher and
TheWebSeeker.com. 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.
Non-Waiver
All terms or covenants of this Agreement may only be waived in writing by written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in anyone or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.
Section Headings
The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
BY ELECTRONIC SUBMISSION, Publisher hereby agrees to the stated terms and conditions.
|
|
