Signup Terms

Terms and Conditions
You agree to the terms and conditions outlined in this Terms of Use Agreement ('Agreement') with respect to this Web site (the 'Site'). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to each use of the Site.

The following terms and conditions (this 'Agreement') is a legal agreement between us ('Company') and you ('You' or 'Your'), the user of the website (the 'Site'). You and Company may also be individually referred to herein as a 'Party' and collectively as 'Parties'. You agree to use the Site and any additional services offered by Company in the future only in accordance with this Agreement. Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time. Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification.

1. Background and Use of the Site.
The Site allows Company to post offers of advertising programs sponsored by Company or its affiliates on the system ('Program(s)'). The Programs will specify the amount and terms under which You will receive payment ('Bounty') when the Program's requirements are fulfilled. Bounties are generated from a specified event ('Event') identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Event associated with a Program is set forth in the Program's specifications, and such definition shall govern this Agreement. If You accept a Program, You agree to place that Program's advertising creative on Your media properties, such as Your website, affiliated websites or email distribution lists ('Media'), in accordance with the terms of the accepted Program. Company may change a Program at any time unless otherwise specified upon reasonable notice to You. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Company is responsible for displaying and administrating all active Programs and tracking the payments owed. Company shall compile, calculate and electronically deliver data required to determine Your billing and compensation. Company's figures and calculations shall be final and binding. Any questions regarding the data provided by Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.

2. License.
All websites, newsletters, companies, or individuals need official approval from Company before they can become an Affiliate Partner ('Affiliate'). Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. Company reserves the right to withhold or refuse approval for any reason, whatsoever.

A. In order to be eligible to become a Company Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:

Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.
Be written in English and contain only English language content.
Have a top-level domain name.
Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
Be fully functional at all levels; no 'under construction' sites or sections.
Spawning process pop-ups and exit pop-ups are prohibited.

B. The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal, intellectual property or copyrights including but not limited to:

Racial, ethnic, political, hate-mongering or otherwise objectionable content
Investment, money-making opportunities or advice not permitted under law
Gratuitous violence or profanity
Material that defames, abuses, or threatens physical harm to others
Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
Software Pirating (e.g., Warez, Hotline)
Hacking or Phreaking.
Any illegal activity whatsoever
Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, email or in a manner approved by Company. Site integration tags must NOT be altered. Altering tags may jeopardize Your ability to be paid for Events.

3. Acceptable Use Policy (“AUP”)

This Acceptable Use Policy (“AUP”) describes permitted conduct and prohibited uses of the Qwik Media Network and its services. Any violation of this AUP may result in account suspension or deactivation. Qwik Media reserves the right to evaluate each violation individually and take action as it deems appropriate. Actions may vary from written warning to immediate account deactivation and forfeit of recorded commissions.

The contents of this AUP may be updated from time to time as required and prohibited activities are not limited to those examples listed within. Affiliates are encouraged to regularly reference this AUP before engaging in any questionable affiliate marketing strategies.

Legal Compliance

Affiliate shall not conduct any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law, or the laws of any other jurisdiction in which Affiliate operates).

Campaign Specific Restrictions

Many Ad campaigns on the Qwik Media Network have additional “Terms and Conditions” specific to that campaign and must be followed by every Affiliate. Affiliate must comply with all campaign-specific “Terms and Conditions” at all times.

Many Ad campaigns on the Qwik Media Network have search engine marketing (“SEM”) restrictions specific to that campaign. Affiliate must comply with all SEM restrictions at all times.

Incentives

The use of incentives is strictly prohibited unless explicitly allowed as part of a campaign, and expressly approved in writing by a Qwik Media Representative. Incentives cannot be provided to users in exchange for clicking on ads or generating any other form of action for an ad campaign. Incentives include but are not limited to awarding users cash, points, prizes, contest entries, access to torrent files, access to site content or functionalities, and any other thing of value transferred or licensed to a user or a person or entity under the control of a user.

· Affiliates approved to use incentives may only use incentives to promote those campaigns which explicitly indicate, on the “Campaign Details” tab, that incentives may be used.

· Affiliates approved to use incentives may only use incentives on sites included in their Qwik Media account profile and may not permit any Sub-Affiliate to use incentives for marketing any campaigns from Qwik Media.

· Affiliates approved to use incentives must only use the type or form of incentive for which they were approved. All types of incentives must be individually approved prior to use.

· Proof of written approval to use incentives may be requested from Qwik Media at any time.

Message Boards, Classifieds, etc.

Affiliate must not place Qwik Media ad codes on, advertise or otherwise promote any offers via third party website internal communications systems, message boards, chat rooms, or free classified sites including but not limited to MySpace.com, Facebook.com, Tagged.com, Craigslist, Backpage, Yahoo Answers etc.

This includes but is not limited to:

· Posting Qwik Media affiliate links directly in a Craigslist, or any other similar market place, classified ad listing;

· Posting links for an Affiliate website or landing page designed primarily to promote Qwik Media Ad campaigns in a Craigslist, or any other similar marketplace, listing; and

· Collecting email address data generated from a Craigslist, or any other similar marketplace, classified ad listing and later sending promotional emails including Qwik Media Ad campaigns to those email addresses.

Misleading and Deceptive Advertising

As per Section 5 of the Federal Trade Commission Act it is against the law to mislead consumers through false or deceptive statements, claims, or representations. Affiliate is encouraged to read the “Advertising and Marketing on the Internet: Rules of the Road”( http://www.ftc.gov/bcp/edu/pubs/business/ecommerce/bus28.shtm) before marketing any products and shall not at any time:

· Mislead users with deceptive or misleading language;

· Promote content, products or services not actually offered by the Advertiser of a campaign;

· Use false claims, testimonials or any similar content ;

· Use fake or misleading blogs, news sites or any similar content;

· Use photos, quotes, logos/seals of any public figure, including but not limited to celebrities or organizations, without written consent and legal rights to the content ; or

· Imply that a product or service is “Free” through unclear or deceptive language if there are any future costs associated with that product or service (except for fees associated with shipping and handling of such product)

An example of a misleading method includes “Job Sites” that deceive users with the promise of employment for completing offers related to education or home business opportunities, “Flogs”, etc...

Creatives

Affiliate shall not alter, cut, crop, modify or otherwise change any aspect of the provided creatives for any campaign without Qwik Media's prior written approval.

Affiliate shall not post or transmit any content, images, pictures or logos in connection with Qwik Media, its campaigns or Clients that infringes on trademarks or intellectual property rights of a third party, or that Affiliate does not have the legal license or authority to use.

The use of free images found through Google Image Search or any other means is prohibited. Should Affiliate wish to use non-provided images, he or she is recommended to license images from stock photo providers such as istockphoto.com.

If promoting ads through e-mail marketing, and to ensure compliance with the CAN SPAM Act of 2003, Affiliate must only use provided e-mail creatives. If campaign allows for e-mail marketing but does not have available HTML or TEXT creatives, Affiliate shall contact his or her Affiliate Manager for approved creative(s).

Fraud

Affiliates, including Sub-Affiliates, who commit fraudulent activities, will forfeit all earned and owing commissions for all campaigns, not only those commissions associated with the fraudulent activity, and their account will be deactivated effective immediately. Qwik Media reserves sole judgment in determining fraudulent activity. Fraudulent activity includes but is not limited to:

· Use of false data or credit card numbers on any signup form, contract, online application or registration.

· Use of unauthorized data or credit card numbers in the name of third parties on any signup form, contract, online application or registration.

· Manipulation of tracking information or Ad Media (Qwik Media unique tracking links and Client landing pages) to stimulate leads or inflate commissions. Prohibited activities include but are not limited to:

o Cookie stuffing - No more than one cookie may be set when a page is called, regardless of whether these cookies are set in different areas of the page, ad servers, pop-ups, pop-unders, layers or other elements loaded when the page is called.

· Any generation of leads or transactions in bad faith by Affiliate or from any device, program, robot, computer script or other automated methods to artificially inflate commissions.

· Any generation of clicks that do not map any conscious action by an individual user including but not limited to:

o Repeat manual clicks;

o Use of robots or other automatic means to generate clicks; and

o Faking tracking information to stimulate links.

.Gov Affiliation

Affiliate shall not represent him/herself as being affiliated in any way with a government agency. Impersonation of government websites or agencies is strictly prohibited, and includes but is not limited to:

· Use of any search engine display URLs or actual URLs which contain, or are variations on, the domain ".gov"

· Text/images within a website which reference an affiliation with a government agency

· Bidding on keywords that contain the name of any government agency

Any Affiliate doing so will forfeit all earned and owing commissions and their account will be deactivated immediately.

Affiliate Account

To ensure timely payment and accurate communication channels, Affiliate is responsible for maintaining the correct contact and payment information in his or her account. Profile information must be updated by the last day of the month to be used for that month's payment

Registration of more than one account (per individual or company) in the Qwik Media network, without prior written approval, is prohibited.

Affiliate is legally responsible for all activity through his or her account at all times. Affiliate, through action or inaction, cannot sell or permit access to his or her account to any third party for whom he or she does not have control and authority over. Affiliate is at all times solely responsible for activity from any Sub-Affiliate.

Sub Affiliates

Should affiliate wish to contract a Sub-Affiliate, he or she must comply with the following requirements:

· Affiliate must have written approval from a Qwik Media Representative to contract Sub-Affiliates; and

· Affiliate must pass subIDs in their unique affiliate link that associate a separate alphanumeric value for each Sub-Affiliate.

Miscellaneous

Offline marketing - Offline marketing of any Qwik Media Ad campaigns is prohibited without prior written consent from Qwik Media and Qwik Media Client. Offline marketing includes but is not limited to:

· Leads or sales via in and outbound call centers;

· Leads or sales generated through shops, mall kiosks, on campus information booths, etc.; and

· Any lead or sale where the affiliate or other third party submits a lead or concludes a sale on behalf of the end user.

Frames - The framing of Qwik Media or Client websites (generally campaign landing pages) into an Affiliate or third party website is prohibited without prior written consent from a Qwik Media Representative. Framing includes but is not limited to the use of:

· Iframes

· Hidden Frames; and

· Mirrors

Website Content - Affiliate shall not publish any content in connection with Qwik Media, its campaigns or Clients that is unlawful, deceitful, defamatory, libelous, abusive, violent, prejudicial, pornographic, threatening, harmful or otherwise objectionable.

Website Requirements - Any and all websites used to promote Qwik Media must at all times:

· Be fully functional at all levels, with no “under construction” sites or sections;

· Be represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable);

· Not consist solely of a list of links or advertisements; and

· Not include spawning process pop-ups.

Third Party Traffic - Affiliate is at all times responsible for traffic sent through his or her account. Affiliate is recommended to perform appropriate due diligence before purchasing traffic from third party sources. Many companies sell inexpensive traffic that result in poor quality performance and/or fraudulent activity. Affiliate is recommended to avoid traffic sold by sellers such as buyhitscheap.com and advertyz.com etc. and should consult with his or her Affiliate Manager if ever uncertain about a particular third party traffic seller.

Non-Permissible Activity - The following methods of distribution are not permitted:

· Autospawning of browsers;

· Automatic redirecting;

· Misdirecting;

· Blind text links;

· Spyware or malware (see DLS Policy) hyperlink;

· Forced clicks;

· Phishing; and

· Spoofing

Facilitating AUP Violation - Affiliate shall not advertise, transmit, or otherwise make available any software, program, product, service or misleading advice that is designed to violate this AUP. This includes but is not limited to spam, data harvesting, pinging, denial of service attacks, piracy of software, content incentive pops, and any other advertising method that has been specifically prohibited under this AUP.

4. Fraud.
Company actively monitors traffic for Fraud. If we detect fraud, your account will be made inactive pending further investigation.

If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre- population of forms or mechanisms not approved by Company), you will forfeit your entire commission for all programs and your account will be terminated. Company reserves sole judgment in determining fraud, and you agree to this clause.

It is the OBLIGATION of the Affiliate to prove to Company that they are NOT committing fraud. Company will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

Have click-through rates that are much higher than industry averages and where solid justification is not evident.
Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
Have shown fraudulent leads as determined by our clients.
Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

5. Payment.
You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to Affiliate from Merchant on terms of NET 30 EOM. All accounts will be paid in US dollars ($US). No checks will be issued for any amounts less than $20 US Dollars. Every Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined, accounted and audited by Merchant. Company will facilitate payment by disbursing the earned portion of lump sum aggregate payments to individual Affiliates upon receipt of payment from Merchant.'

In the event Company fails to receive payment due from Merchant it shall have no payment obligation to Affiliate. If Merchant does not pay on time, Company will notify Affiliate and offer its best efforts in matters related to collections. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to You shall be based on the Events and corresponding Bounties as reported by Company. Company will not be responsible to compensate You for Events that are not recorded due to Your error.

6. Termination.
This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. Company also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions.

Termination notice may be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Company.

The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.

7. Representations and Warranties.

· You represent and warrant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;

· You agree not to send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;

· You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;

· You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;

· You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

· You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service ('Site Data');

· If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;

· You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;

· You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;

· If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;

· If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.

8. Customer Information; Non-Disclosure.
All information submitted by end-user customers pursuant to a Program is proprietary to and owned by Company or its affiliates. Such customer information is confidential and may not be disclosed by Company. In addition, You acknowledge that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.

9. Non-Competition.
During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Qwik Media, and in particular, the Affiliate will not, directly or indirectly: (1) solicit or entice or attempt to solicit or entice, work away from Qwik Media; (2) solicit or entice or attempt to solicit or entice any of the employees of Qwik Media to enter into employment service with the Affiliate or a competitor of Qwik Media; or (3) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Qwik Media, compete with any services provided by Qwik Media to that Client.

10. Limitation of Liability; Disclaimer of Warranty.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN 'AS IS' BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.

11. Indemnity.
You shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of Company’s advertising creative provided in connection with operating a Program.

12. Assignment and Jurisdiction.
Company may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of New York. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in New York County, New York for any actions arising from or relating to this Agreement.

13. Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

14. Force Majeure.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

15. Attorneys' Fees.
Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.

16. Miscellaneous.
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.