|
1. General. A deposit must be submitted to ProsDirectory in
advance of initial advertising date. By submitting advertising for inclusion on ProsDirectory,
advertiser/agency agrees to be bound by the terms of this contract. No conditions other than those set forth
herein shall be binding on ProsDirectory. This contract supersedes any
previous agreements between ProsDirectory and advertiser/agency relating
to the subject matter set forth herein. ProsDirectory's only obligation
to serve advertisements hereunder shall be to serve advertisements
of the advertiser described herein, and in no event shall ProsDirectory
be obligated to serve advertisements for any other advertiser.
2. ProsDirectory
Right To Terminate ProsDirectory reserves the right to terminate any
account if it is inactive for more than 30 days. ProsDirectory reserves
the right to terminate the account of any affiliate who publicly
posts derogatory and/or slanderous statements about ProsDirectory, or any
of its subsidiaries or officers and will result in forfeiture of
all monies owed and possible criminal prosecution. Any artificial
means of generating traffic including, but not limited to, hit
bots, multiple clicking scripts, traffic from an open proxy server, targeting specific keywords, hidden links and
incentivizing surfers in any way or any other similar activity will result in termination of said account, forfeiture of all
monies owed and possible criminal prosecution. Affiliate must have all referring pages written entirely in English. All
searches MUST originate from either our home page (with your
referral ID), our portal page uploaded to your website or from one
of our searchboxes located on your website. No other form of
searches are acceptable. Non compliance will result in immediate
termination of your account. All affiliates personal information
must be filled out completely to receive payment. If any
affiliates personal information is false or is not filled out
completely you will not receive payment. Non-compliance with these
terms and conditions may result in the forfeiture of all monies
owed and permanent locking of account. All personal information
must be filled out in its entirety. Any false or
missing information will result in termination of said account and
forfeiture of all monies owed. ProsDirectory reserves at
their sole discretion to terminate any members account that is
thought to have violated any of these terms within this agreement.
Any of the above terminations can be carried out without prior
notice. ProsDirectory shall have the right, in its sole discretion, to
determine whether Click-thrus are fraudulent or derived from
improper use of the Search Box(es). All decisions by ProsDirectory are
final.
3. Member Responsibilty All Users sent by you must come
from a Web page. Only one afilliate account is allowed per
member. NO incentivized or targeted keyword searches are allowed.
If any affiliate member is found to be incentivizing, targeting
keyword searchs or having more then one account the result will be
immediate cancellation of the account(s) from which the hits were
sent and the forfeiture of any funds owed to that account.
We
will only pay clicks generated from United States, Canada,
Australia, Austria, Belgium, Denmark, Finland, France, Germany,
Greece, Iceland, Italy, Netherlands, New Zealand, Norway,
Portugal, Spain, Sweden, Switzerland and United
Kingdom.
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 to 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. The action of sending any hits from any URLs which
contain and/or promote the following content: warez, MP3s, ROMs,
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.
4. Changes and Cancellations. Cancellations and changes
can be made via the advertiser login. ProsDirectory's advertising
specifications are accessible through the advertiser login. ProsDirectory
reserves the right to change any of its advertising specifications
at any time.
5. Delivery, Frequency and Makegood. All figures
relating to the number of advertisements served as determined by
ProsDirectory shall govern, regardless of whether advertiser/agency is
using the services of a third party ad server. If ProsDirectory fails to
provide the guaranteed number of impressions, ProsDirectory will make
good on this contract.
6. Keywords and Phrases. ProsDirectory offers no exclusivity
on keywords or phrases. Each advertiser will be given ranking
positions based upon the bid they enter on keywords/phrases.
7. Rejections. ProsDirectory reserves the right, without
liability, to reject, omit or exclude any advertisement or to
reject or terminate any links, buttons, boxes or banners for any
reason at any time, with or without notice to the
advertiser/agency, and whether or not such advertisement, link,
button, box or banner was previously acknowledged, accepted, or
published.
8. Licenses and Indemnification. Advertiser/agency
grants ProsDirectory the right to use, reproduce, publicly display and
distribute advertiser's advertisments and collateral information
and warrants that advertiser/agency has the right to grant such
license. Advertiser/Agency represents that the advertiser is the
owner or is licensed to use the entire contents and subject matter
contained in its advertisements and collateral information,
including, without limitation, (a) the names and/or pictures of
persons; (b) any copyrighted material, trademarks, service marks,
logos, and/or depictions of trademarked or service marked goods or
services; and (c) any testimonials or endorsements contained in
any advertisement submitted to ProsDirectory. In addition,
advertiser/agency represents that the advertiser's advertisements
and collateral information do not violate any applicable local,
state or federal law or regulation. In consideration of ProsDirectory's
acceptance of such advertisements and information for publication,
the advertiser and agency will jointly and severally indemnify and
hold harmless ProsDirectory and its officers, directors, shareholders,
employees, accountants, attorneys, agents, parent, affiliates,
subsidiaries, successors and assigns from and against any and all
third party claims, damages, liabilities, costs and expenses,
including reasonable legal fees and expenses, arising out of or
related to: (i) advertiser/agency's breach of any covenants,
representations and warranties made therein, (ii) ProsDirectory's
performance under this contract, and (iii) the copying, printing,
distributing, transmitting or publishing of advertiser's / agency's
advertisements or collateral information by ProsDirectory.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL
ProsDirectory BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST
INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS
CONTRACT, EVEN IF ProsDirectory HAS BEEN ADVISED AS TO THE POSSIBILITY OF
SUCH DAMAGES.
10. CopyRight . All CONTENT of ProsDirectory.com is protected
under copyright law. Including but not limited to all images, HTML
code, banners and logos. Anyone found infriging upon these
copyright laws will be reported and could face possible criminal
prosecution. Members of ProsDirectory are permitted to use banner(s) and
or searchbox(es) provided as is. Altering banners or searchboxes
without prior approval of ProsDirectory staff is strictly prohibited.
11. Change Of Terms ProsDirectory may, at any time, choose to
edit, add and/or delete portions of this agreement and impose
changes without prior notification of its members. If any
modification is unacceptable to you, your only recourse is to
terminate this agreement. Your continued participation in the
ProsDirectory program and any use of the ProsDirectory Search Code property
following our posting of a change in policy notice or new
agreement on our site will constitute binding acceptance to the
change.
|
