Terms


adsty.com "Traffic Partner" Affiliate Agreement

THIS IS A LEGALLY BINDING AGREEMENT. BY COMPLETING AND SUBMITTING THE ONLINE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.

This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the adsty.com Affiliate Program (the "Program").
As used in this Agreement, "we", "us", or "our" means adsty.com or any of our affiliate companies, and "you" means the applicant.


1. DEFINITIONS

"adsty.com Site" means the website that has its primary home page identified by the URL adsty.com

"adsty.com System" means the software program contained on the adsty.com Site, including the XML Feed and Affiliate tracking system.

"Net Revenue" means the amount of revenue recognized by us for Qualifying Traffic, less (i) amounts attributable to collection Risk and Distribution Costs, and (ii) any refunds paid to the Advertisers by us; plus or minus any Traffic Quality Adjustment, as applicable. Collection Risk shall mean those costs associated with collection of revenue, including credit card charges, charge backs, bad debts, invoice and traffic adjustments. Traffic Quality Adjustment shall mean any additions or deductions, as applicable, associated with the quality of traffic delivered by you, as determined by us.

"Content" is any data, images, text, or other information obtained by you from us or the adsty.com System in connection with this Agreement, including the XML Feed. Only certain information on the adsty.com Site is Content that our Affiliates may use. Unless clearly indicated as Content that is available for use by Affiliates, the information on our Site should not be copied or otherwise used by Affiliates.

"XML Feed" means advertisements from our Advertisers provided to Affiliate via an HTML or XML data feed for future display on Affiliate Site.

"Advertiser" means the advertisers displayed in our XML Feed.

"Affiliate" means you; a marketing partner that promotes the XML Feed under the terms of the Affiliate Agreement.

"Affiliate Site" means your site that contains our XML Feed either as a text link or served by a "search box" on your site. A "search box" is a form on your site where a user enters a search query in order to receive our XML Feed.

"Affiliate Agreement" means THIS document governing the responsibilities and obligations of Affiliates.

"Click-Through" means the action of a human User clicking on a hypertext link contained in XML Feed.

"Qualifying Traffic" or "Qualifying User" means unique human visitors who intentionally browse to our Advertisers through our adsty.com System from your Affiliate Site by clicking on an html hyperlink contained in the XML Feed.

Non-qualifying traffic includes Click-throughs that result from any or all actions that are:
1. initiated or executed employing any non-human processes including robots, spiders, scripts (or other software), mechanical automation of clicking applied to the Users mouse or keyboard or other non-human clicking agents;

2. low quality (or without quality) in nature or origin according to the sole and reasonable discretion of us and/or our Advertisers;

3. not converting or converting at a low or unacceptable rate as determined by us and/or our Advertisers; or

4. the result of probable sources of disqualifying or fraudulent traffic including, but not limited to, a User repeatedly clicking on a particular Paid Listing within a finite period of time.

We, or our Advertisers, shall have the right, in our sole discretion, to deem any Click-Through non-qualifying traffic.

Furthermore, Qualifying Traffic shall not include traffic that originates when you:
1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or grant any discount or other benefit) for using XML Feed on your site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access our site);

2. in any way modify, redirect, suppress, or substitute the operation of any feature of our Site or XML Feed;

3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;

4. Perform test queries or otherwise send traffic to the XML Feed from non-approved sources. Traffic generated from countries including, but not limited to, China, Russia, or African countries is not considered Qualify Traffic and is not considered for the calculation of percentage fees.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any fees otherwise payable to you under this Agreement and/or terminate this Agreement.

2. PROGRAM ENROLLMENT

To begin the enrollment process, you will submit a complete Program application via the adsty.com System. We will evaluate your application in good faith and will notify you of its acceptance or rejection.

If you are accepted for the Program, we may later terminate this Agreement if we determine (in our sole discretion) that your Affiliate Site is unsuitable for the Program. Unsuitable Affiliate Sites include, but are not limited to, those that:

- promote sexually explicit materials;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote illegal activities;
- or otherwise violates intellectual property rights including intellectual property rights of others.

By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time.

Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. Minors are not allowed to participate in the Program.

3. YOUR AFFILIATE SITE

Once you have been notified that that you have been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, license for the duration of the term of this Agreement, to operate an Affiliate Site that sends traffic to the XML Feed.

A. Our Responsibilities:

i. providing the XML Feed to you and allowing you to select the Search Box(es) and/or Links available through the adsty.com System that you may display on your Affiliate Site;

ii. tracking the Qualifying Traffic that you send to us through the XML Feed;

iii. paying percentage fees to you if you qualify.

B. Your Responsibilities:

i. operating your Affiliate Site under the terms of this Agreement.

4. XML FEED

You agree to display the XML Feed in its original format as provided to you by us without alteration including without limitation alterations to the order of data in the XML Feed or to the data contained in the XML Feed such as the title, description and URL. You may, however, choose to hide bid price.

You must display our XML Feed in the same size and manner as it is provided to you, unless you receive our prior permission to display the XML Feed otherwise.

You may not perform test queries on the XML Feed or otherwise use the XML Feed for any purpose except display on your Affiliate Site. This includes, without limitation, using the XML Feed to gather information such as trends or data about us or our Advertisers or "caching" our XML Feed.

You may not send traffic to the XML Feed from unapproved sources including, without limitation unsolicited e-mail, spyware, or other methods of generating invalid Click-throughs. Further, you may not display our XML Feed in a "pop-up" window, unless the window is opened in direct response to a valid query from a Qualifying User.

Affiliate will not utilize any means which would prevent user's Internet browser from passing the referring URL or other information about the Click-through to us.

5. PERCENTAGE FEES

We will pay you (in accordance with Sections 6 through 7) fees based on the amount of Qualifying Traffic that you send to the XML Feed.

For your traffic to be eligible to earn a percentage fee, the traffic must be Qualifying Traffic. We will only pay percentage fees on eligible traffic after we have determined that the traffic complies with our Qualifying Traffic requirements. Further, Affiliate shall be required to provide information about its traffic sources to us prior to us paying any referral fees if requested.

6. PERCENTAGE FEE SCHEDULE

During each calendar month, for Qualifying Traffic initiated through XML Feed on your Affiliate Site you will earn (subject to the other terms of this Agreement) percentage fees based upon the current payment schedule.

- From 70% up to 95% of Net Revenue depends on the quality and volumes of traffic provided.


This percentage fee and related percentage fee schedule can be changed at any time and at our sole discretion.

7. PERCENTAGE FEE PAYMENTS

We will pay you percentage fees on a per request basis, within 3 to 10 business days of the original payment request.

If the percentage fees payable to you are less than $ 100.00, we will hold payment until the total amount due is at least $ 100.00

Notwithstanding other provisions of this section we shall not be obligated to pay Affiliates until we have received payment from our Advertisers.

We shall pay you using the available payment methods which you can find on published on our site. Please know that available payment methods may change from time-to-time and we may charge additional fees to pay percentage fees through some payment methods.

8. LIMITED LICENSE FOR OUR CONTENT

We grant you a nonexclusive, revocable right to use the Content on the adsty.com System including the XML Feed and such other text or images for which we grant express permission, provided you comply with all terms of this Agreement. Unless clearly indicated as Content that is available for use by Affiliates, the information on our Site should not be copied or otherwise used by Affiliates.

Furthermore, for any Content that is available for your use, you must display any intellectual property notices accompanying our graphic images and text including notices of copyright and trademark where applicable. We reserve all of our rights in the graphic image and text, any other Content, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you notice.

9. RESPONSIBILITIES FOR YOUR AFFILIATE SITE

You will be solely responsible for the marketing of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- ensuring the accuracy and appropriateness of materials posted on your site (including, among other things, all Membership-related materials);
- ensuring that your Affiliate Site does not:
o promote sexually explicit materials,
o promote violence,
o promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age,
o promote illegal activities, or
o otherwise violate intellectual property rights including intellectual property rights of third parties;

- ensuring that any copyrighted content that appears on your Affiliate Site that is not obtained through the adsty.com System is used only with the express permission of the copyright owner.

We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.

10. INDEMNIFICATION FROM THIRD PARTY CLAIMS.

Affiliate shall indemnify and hold harmless adsty.com from and against any suit, proceeding, assertion, damage, cost, liability, and expenses (including court costs and reasonable attorneys' fees) incurred as a result of a claim or claims by a third party against adsty.com or its affiliates, licensors, suppliers, officers, directors, employees, members and agents, arising from or in connection with: (i) any representation or warranty made by the Affiliate being untrue, (ii) any breach by the Affiliate of any covenant or agreement made by it herein.

11. COMPLIANCE WITH LAWS

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant.

12. TERM OF AGREEMENT

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the adsty.com Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Traffic that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Any commissions earned after termination will go to us.

13. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the adsty.com Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

14. RELATIONSHIP OF PARTIES

You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. Use of word Partner in terms is purely for promotional purposes, and is not meant to imply legal partnership. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

15. LIMITATION OF LIABILITY

a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS, ARISING FROM ANY PROVISION OF THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. THE AGGREGATE LIABILITY OF US AND OUR AFFILIATES, DIRECTORS AND OFFICERS ARISING WITH RESPECT TO THIS AGREEMENT OR THE PROGRAM SHALL NOT EXCEED THE AGGREGATE QUALIFYING PURCHASE REFERRAL FEES PAID OR PAYABLE TO AFFILIATE PARTNER UNDER THIS AGREEMENT.

16. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the adsty.com System will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

17. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

18. ARBITRATION AND VENUE SELECTION

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in the state of Nevada, United States, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to non-exclusive jurisdiction and venue in such courts.

The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

19. CONFIDENTIALITY
a. Except as otherwise provided in this Agreement or with the consent of the other party hereto, you and us each agree that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists and pricing and sales information, concerning the Program, or any of our respective affiliates, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the party receiving such information for its own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (i) to any person pursuant to a subpoena issued by any court or administrative agency, (ii) to its accountants, attorneys or other agents on a confidential basis and (iii) otherwise as required by applicable law, rule, regulation or legal process.

20. NO GUARANTEE OF PROFITS OR INCOME

You agree, understand and acknowledge that adsty.com, its affiliates, partners, related entities, agents, officers, directors, shareholders, employees, and/or accountants have made no representation of any nature whatsoever regarding profits, income, or money which you may obtain or generate from the Program and/or from entering into this Agreement and/or from marketing and/or promoting your Affiliate Site. Any expression by us in this regard is an expression of opinion only and you agree, understand and acknowledge that you have not been induced to, and/or persuaded thereby to, enter into this Agreement and that you have entered into this Agreement on your own free will and choice, without any force or duress, and only after thorough, complete, full, and thoughtful investigation.

21. TERMINATION

We may terminate this Agreement if we believe, in our sole discretion, that you have violated any provision of this Agreement and/or for any other reason as we may determine in our sole discretion, with or without cause, by providing you with written notice of our election to terminate.

You may terminate this Agreement at any time by providing us written notice of your election to terminate.

22. REVERSE ENGINEERING

No reverse engineering or decompiling of the adsty.com System is authorized or permitted. Furthermore, you may not build, develop, or otherwise cause to be created any system that is competitive to the adsty.com System.

23. MISCELLANEOUS

a. This Agreement will be governed by the laws of the state of Nevada, United States, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

b. Headings herein are for reference only and shall not affect the meaning of any terms.

c. Our performance under this Agreement shall be excused to the extent that its performance is hindered, delayed or made commercially impractical by causes beyond its reasonable control.

d. All notices, consents, requests, instructions, approvals, and other communications made, required or permitted hereunder (each herein, a "Notice") shall be given in writing and delivered to the receiving party to its respective address set forth below:

by e-mail to the address provided in Affiliate's Program application form. Any party hereto may change its address set forth below by written notice to the other party hereto in accordance with the terms of this Section.


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