SiteAds - Creating revenue

Terms and Conditions

The parties to this agreement hereinafter are SiteAds (“SiteAds”) and you the Advertiser/ Merchant (“Advertiser” or “You”). SiteAds facilitates "Media Marketing Programs" (as defined hereinafter) by providing marketing services via the Internet. This Agreement shall govern participation in the SiteAds Marketing Service (the “Service” or "Marketing Service”). By participating in the Service, you will be deemed to have agreed to these Terms and Conditions. Advertiser's agreement to the terms of this Agreement is signified by clicking the box at the end of this Agreement entitled “I have read and agree to the terms of this Agreement”. Advertisers are required to accept this Agreement before account activation can occur.

1) DEFINITIONS

a) Performance Marketing Program - is where a person, entity, publisher or its agent, operating Web site(s) and/or other promotional methods to drive traffic to a Publisher may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Web site or Web site content operated by an Advertiser (“Advertiser”) from an Advertiser authorized promotional method used by such Publisher. The Advertiser compensates the Publisher, in accordance with this Agreement and the Program Payout specifications.

b) Publisher - an individual or entity that has agreed to the terms and conditions of this User Agreement and allows its web site, pop-up links, SEM links, SEO links, Email links and other traffic sources to include banners and/or other acceptable forms or links to permit Traffic and or results between the Publisher and those programs offered by SiteAds.

c) Results - Legitimate views, impressions and/or clicks including traffic that are made by a third party on a Publisher's web site and or network so that the third party can view an Advertiser’s ad creative or linked to the Advertiser's site or consider a purchase of the Advertiser's products or services.
d) Creative - any image, text, programming code, graphic content, or any combination thereof that makes up an advertisement.
e) Website - a collection of web pages or advertisement landing page owned and/or operated by an Advertiser or Publisher.
f) Advertiser Program – an advertising program of an Advertiser.

2) USE POLICY

a) Membership - Membership in the Marketing Service is subject to prior approval of SiteAds. SiteAds reserves the right to withhold approval of membership or to refuse service to any new or existing Advertiser, at its sole discretion, with or without cause. SiteAds reserves the right, at its sole discretion and without incurring any liability, to reject, omit or exclude any Advertiser or Website for any reason at any time, with or without notice to the Advertiser and regardless of whether such Advertiser or Website had been previously accepted for membership or not.

b) Representations and Warranties - Advertiser represents and warrants that:

(1) it is the owner or is licensed to use the entire contents and subject matter contained in the Website;

(2) the Website is free of any virus or other any other device that could impair or injure any person, or entity, computer equipment or software;

(3) the Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, or trade disparagement;

(4) the Website does not contain any misrepresentations or content that is defamatory or violates any rights of privacy or publicity;

(5) the Website does not contain any child pornography or link to such content;

(6) the Website does not contain any linking to software piracy;

(7) the Website does not contain or link to any form of illegal activity (i.e., how to build a bomb, hacking, 'phreaking', etc.);

(8) the Website does not contain any gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm;

(9) the Website does not contain any content promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);

(10) the Website does not participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam);

(11) Advertiser will comply with all laws and regulations that may apply to Internet advertising, including, but not limited to the Children's Online Privacy Protection Act, the Can- Spam Act, the Federal Trade Commission Act and the Digital Millennium Copyright Act, and

(12) the Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Advertiser grants SiteAds and the publisher the right and license to transmit the Creative to the publisher’s Website, and opt-in or opt-out emails, or in any other form of electronic advertising on the Internet. Advertiser shall provide SiteAds a written notice of 3 business days in advance of any change in the terms of any Advertising Program, and such change shall not be retroactive. Notices should be sent to admin@siteads.com.

c) Content - SiteAds reserves the right to refuse to affiliate with any Advertiser. SiteAds does not accept Websites that advertise, produce, provide or link to adult content. SiteAds does not accept Websites that engage in, promote or facilitate illegal activities, including but not limited to, pirating names used to access the website and hacking. SiteAds does not accept Websites that are under construction, personal home pages, or do not own the domain. This Agreement is voidable by SiteAds immediately if Advertiser fails to disclose, conceals or misrepresents itself in any way. To insure compliance with this Agreement, any Advertisers that change their content after approval for membership must notify SiteAds of the changes in writing immediately. Notices should be sent to admin@siteads.com.

d) Program Details - The details of the Advertiser Program and any Campaigns shall be contained within its “Advertiser Set-up form”. You must provide SiteAds with a copy of Your Advertiser Set-up form content prior to Your Program being activated for SiteAds's review for consistency with the Marketing Service. To revise Your Advertiser Set-up form, including your domain name, and/or Special T&C’s, You must submit the content to SiteAds for review and upon finalization of the content notify Your Publishers with a minimum of seven (7) days written notice. Notwithstanding the preceding, nothing contained on Your Advertiser Set-up form may conflict with the terms and conditions contained in this Agreement and the Publisher Service Agreement, and any such conflicting terms and conditions shall be void.

e) Terminating Publishers from Your Program - After You have approved a Publisher's application to Your Program, You may terminate that Publisher, one of its Sub-Publishers, or one of that Publisher's (or Sub- Publisher's) Web sites or subscription e-mail lists from Your Program on giving seven (7) days written notice effective from the 8th day of such notice ("Publisher Termination for Convenience"). You may terminate a Publisher on less than seven (7) days written notice if You are terminating the Publisher/Sub-Publisher in respect of breach of the material provisions of the Publisher's Publisher Service Agreement or Your Program terms ("Publisher Termination for Material Breach").
In order to terminate a Publisher from Your Program for Publisher Termination for Convenience, You must use the automated function through the Marketing Service. For Publisher Termination for Material Breach, You must use the Account Manager user interface on the Marketing Service to contact a SiteAds client service representative. SiteAds shall process termination requests received during normal business hours within twenty-four (24) hours and those received out of normal business operating hours shall be processed within twenty-four (24) hours of the next business day (excluding holidays). SiteAds is not responsible for Publishers' compliance with Your termination requests.
SiteAds may terminate a Publisher from an Advertiser Program in SiteAds's sole discretion.
When You terminate any Publisher's participation in Your Program, the Publisher's sublicense to Your Content terminates immediately. You may terminate a Publisher's participation in Your Program immediately if You have reasonable concerns that the sublicensee/licensee is diluting, tarnishing or blurring the value of Your trademarks, service marks, and/or tradenames, and/or breach of Your other intellectual property rights. This Agreement may be terminated in whole or part by either party if such party has reasonable concerns that the other party is diluting, tarnishing or blurring the value of such party's trademarks, service marks, and/or tradenames, and/or for breach of such party's other intellectual property rights.

f) Proprietary Rights and Licenses - You grant to SiteAds a revocable, non-transferable, royalty free, international license to display on and distribute from SiteAds's Web site Links to Your Web site for Your Program(s), and all trademarks, service marks, tradenames, and/or copyrighted material ("Content") that You provide to SiteAds through the Marketing Service for the limited purposes of promoting Your Program to Publishers and potential Publishers, subject to the terms and conditions of this Agreement and the Publisher's Service Agreement. The rights to display and Link to Your Web site are sub-licensable by SiteAds to Your Publishers.
SiteAds shall not otherwise copy or modify any icons, buttons, banners, graphics files, or Content that You have made available through the Marketing Service pursuant to the foregoing license, except as necessary to conform Your Links to a SiteAds compatible format.

You agree that Your use of any SiteAds Web site (such as www.siteads.com), and Your use of any SiteAds logos, trademarks or Links is subject to the license and terms of use that are available from such Web site ("Terms of Use"). You represent and warrant that You have all appropriate authority and rights to use all trademarks, logos, service marks, tradenames, and/or content displayed on Your Web site or otherwise utilized hereunder.

g) SiteAds's Code (the "Code") - SiteAds Code must be not be modified from original format without consent from Siteads. Advertiser agrees to use the Code provided for impression, click, lead, or sale tracking. Advertiser can not alter, copy, modify, take, sell, reuse, or divulge any Code, except as is necessary to participate in the Marketing Service. However, with the prior approval of SiteAds, an Advertiser may, in certain instances, modify the Code in order to insert certain pre-approved language above or below an advertisement served by SiteAds. Requests for language approval should be sent to Admin@siteads.com.

h) Data Reporting - SiteAds is the sole owner of all website, campaign, and aggregate web user data collected by SiteAds. Advertiser only has access to campaign data that is collected through the use of its inventory via the SiteAds Advertisers area.

i) Collection and Use of Transaction Data - SiteAds reserves the right to be able to utilize aggregate transaction data collected through the Marketing Service, which may include information about Your aggregate performance statistics, to analyze Service trends, monitor Marketing Service efficiencies, maintain the integrity of the tracking code, promote Marketing Service capabilities and efficiencies, and promote Your Program capabilities and efficiencies to Publishers. Advertisers are prohibited from sending SiteAds personally identifiable information of Visitors in the transaction data.

j) Contact Information - Advertisers are responsible for maintaining the correct contact and payment information associated with their account. This must be done online using the Advertiser's account. Bank/service fees associated with returned or cancelled payments due to any error in the Advertiser contact or payment information and will be deducted from Advertiser's escrow account.

3) SERVICES DESCRIPTION

a) General and Initial Services - In addition to tracking services and reporting capability, SiteAds shall provide You with the following SiteAds services:

(a) placement of Your Program in one (1) category of the Marketing Service Program Directory;

(b) promotion of Your Program within the www.siteads.com New Programs Section for a period that shall be no less than 1 week and not more than 30 days;

(d) up to 1 hour of initial technical integration and telephone support set-up (one time only, not on a monthly basis); and

(e) ad serving for all commercially standard Links for product images, banners, buttons and text Links (with no reduction in fees if You elect to serve Your Links Yourself or if Your Links are served by Your Publishers or a SiteAds authorized provider).

b) Diversity of Tracking Technology - SiteAds Access Advertisers are provided with integration alternatives such as modified pixel tracking technology, data transfer tracking for interim processing by Advertiser, and rapid integration with standard pixel tracking technology. Alternatively, at SiteAds's sole discretion, Advertiser may utilize the "scheduled data transfer" method of tracking in addition to embedding a pixel image (for auditing purposes) that automates the reporting of Transactions to SiteAds. "Scheduled Data Transfer" means that You are recording Transactions on Your servers and then reporting the Transaction data to SiteAds. If You are approved for and utilize the Scheduled Data Transfer method, You agree to make a daily report of data Transactions to SiteAds in accordance with the formatting, security, and transfer requirements as specified by SiteAds. In no event shall data be transferred later than 3 business days after the transaction. SiteAds may, at its discretion, require You to utilize pixel tracking. Transactions reported through Scheduled Data Transfer shall be subject to the Chargeback procedures specified below.

c) Ad Serving; Tracking Code Maintenance - You agree to comply with SiteAds's tracking code integration and maintenance requirements as notified to You by SiteAds from time to time. Your Links and all advertisements contained in Your Links ("Ad Content") must be in a Service compatible format, as such format may be established by SiteAds from time to time. If You have any non-standard Ad Content or format, these must be served by You, Your Publishers or a SiteAds authorized provider.
If the tracking code is not recording tracking data properly on the Marketing Service and You are receiving Visitor traffic but Transactions are not being recorded, or if You are using an alternative tracking method to pixel image tracking and You fail to timely comply with Your reporting obligations, SiteAds shall calculate Payouts, and debit Your Account for such Payouts ("Estimated Payouts") based upon an historical analysis of Your Account as applied to an historical analysis of Your Publishers' promotion of You. Transaction Fees shall be applied to such Estimated Payouts and an additional service fee shall be payable to SiteAds equal to 15% times the Estimated Payouts, with a $100 USD minimum.
If there is not enough performance data for Your Account to make such analyses, SiteAds shall calculate Estimated Payouts based upon a performance average across the Marketing Service for all Advertisers for the period under review.

d) Payouts/Payout Rates - You shall establish through the Marketing Service a Payout rate for a qualifying Transaction for each of Your Campaigns. Your Account will be debited with each Payout and corresponding Transaction Fee in accordance with Your Campaign Payout rate for the relevant Campaign for each such Visitor action directly resulting from each of Your Publisher’s Web sites or within a subscription e-mail Linking to Your Web site. Unless specifically excluded, all Transactions are eligible for a Payout.
You may discontinue Campaigns or Programs, or decrease any Payout rate upon 7 days written notice via the automated function through the Marketing Service, with effect from the 8th day from such notice. SiteAds will send Your Publishers a notice regarding each change in Your Payout rate(s), or Campaign or Program discontinuation. If You have established custom Payout rates or other such arrangements, You are responsible for notifying Your Publishers of such changes.

4) PAYMENT POLICY

a) In consideration for payment of the fees due according to this Section and compliance with this Agreement, SiteAds shall provide the Advertiser with access to the Marketing Service. Advertiser agrees to make an initial deposit of $1000 (“Initial Deposit”) and set up fee. The Initial Deposit and set up fee must be paid by the Advertiser prior to account activation. In addition, Advertiser shall be charged at a monthly fee which will depend on its membership type and annual renewal fee, and these fees shall be deducted by SiteAds directly from its account. The set up fee, monthly fee and annual renewal fee shall be decided by SiteAds from time to time and published in the Advertiser area of the SiteAds Web site 10 business days before any change becomes effective, and Section 7.f to this Agreement shall apply to such changes. At this time, there are no set up fees, monthly fees and annual renewal fees. If Advertiser makes the Initial Deposit and/or set up fee by check, Advertiser's account will not be activated until Advertiser payment has been cleared. Your Account will not accrue interest. The Initial Deposit payment is a deposit for services to be rendered. After 90 days the initial deposit, deductable by services rendered, is refundable and will be credited to your account, or the difference thereof. If Advertiser chooses to close its SiteAds account before the 90 days period, the remaining balance in its account after wire transfer fees will be refunded. No refund will be issued for 3rd-party fees accrued when refunding Advertiser funds. SiteAds payment rate is based on the payout rate included in the Advertiser Program. Whatever rate the Advertiser decides upon, SiteAds retains 30% of gross commission paid to publishers.

b) Advertiser shall retain a balance of at least $500 at all times (the “Minimum Balance”). SiteAds may notify the Advertiser when the account reaches, or is expected to reach, the Minimum Balance. If the account does not exceed the Minimum Balance, SiteAds may suspend the activity of such account and such Advertiser, until the balance in the account becomes satisfactory, as shall be decided by SiteAds, in its sole and absolute discretion. SiteAds is under no obligation to make Payouts to Your Publishers where there are insufficient funds in Your Account. Your Publishers shall have a claim against You directly for non-payment of earned but unpaid Payouts resulting from Your failure to make payment to SiteAds. If Your Account has a negative balance for any period of 45 days or more, Your Account is subject to 1.5% interest per month, compounded monthly. SiteAds reserves the right to set and negotiate specific payment terms on an individual basis.

c) Publishers will be paid within thirty (30) days after the conclusion of a month. Advertisers have until the fifteenth (15) day of each month to dispute any account charges from the previous month. Once payment to a Publisher has been made it cannot be reversed. Publishers will be paid based upon the undisputed amounts accrued in their account. If SiteAds is notified of a dispute, SiteAds will withhold payment of the disputed funds until the dispute is resolved in accordance with the dispute resolution provision below. All accounts will be settled in US dollars ($US). No payment will be issued for any amounts less than $50 US. Every Advertiser account must have either a unique Employer identification number (EIN) or Social Security Number. Advertisers cannot refer themselves as an Advertiser or as a Publisher. Groups of Advertisers cannot refer each other. All payments are based on results as defined, accounted and audited by SiteAds. In no event will payments be made on publisher accounts that have not provided proper tax identification information. SiteAds will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature.

d) SiteAds may apply amounts earned by You through SiteAds or paid by You to SiteAds, even in a separate Account, towards amounts owed by You as an Advertiser. The number or amount of Transactions and clicks, credits for Payouts, and the charges for "Chargebacks" (as defined below), as calculated by SiteAds, shall be final and binding on You. In the event that SiteAds must incur expenses related to the collection of any outstanding balance or fees, You shall pay SiteAds's reasonable expenses associated with said collection, including attorney and collection agency fees.

e) Chargebacks - A "Chargeback" means that the Transaction is not eligible for a Payout, only in the following circumstances:

(a) product return; duplicate entry or other clear error;

(b) Publisher's failure to comply with Your Program terms or breach of the Publisher Service Agreement with respect to such Publisher's participation in Your Program; or,

New, Extended and Corrected Transactions must be processed by You, either through the Account Manager user interface or through a scheduled data transfer (in accordance with SiteAds's processes and procedures) by the 10th of the month for Transactions that occurred the prior month. Failure to process a Transaction's status by the 10th of the month results in a Locked Transaction status. Payment of the Payout and Transaction Fees associated with that Transaction must then be authorized by You. "Corrected" means that You have reviewed the Transaction and that You represent and warrant that the Transaction qualifies as a "Chargeback". New Transaction statuses may be changed to Extended status by You only in circumstances where:

(a) You are verifying a Lead (for Lead actions); or

(b) You have a product return policy or offer that allows the Visitor to return the product during the "Chargeback Period" (but not beyond). "Chargeback Period" means the period of time between the date that a Sale occurred (for Sale actions) or that the Lead was completed (for Lead actions) and the 10th of the following month. If the Transaction is Extended, the Chargeback Period is extended through the 10th of the second month after the date of the Transaction.

f) Campaign Results Approvals And Refund Policy - Advertiser CPA (Cost Per Action), CPL (Cost Per Lead) and CPS (Cost Per Sale) campaigns can be set on either manual or automatic approval basis. It is an Advertisers responsibility to determine which type of approval is right for them and their particular campaign. Manual approvals must be undertaken in a timely way and it is recommended for Advertisers to approve or reject results on a daily basis or as soon as possible. Advertisers have until the last day of the following month to manually approve or reject results from the previous month. On the net day (the 1st) all pending results will be automatically approved and resulting costs deducted from an Advertisers account.
Campaigns set to auto-approve leads cannot be reversed unless Advertiser provides a contemporaneous list of the IP addresses for rejected leads and before the last day of the following month. Once a payment to a Publisher has been made it cannot be reversed. The approval or rejection process is the Advertisers sole responsibility and no liability whatsoever or chargeback’s will be accepted for campaigns set to auto-approve results of any kind. SiteAds may request details of rejected results from an Advertiser at any time.

5) LIABILITY POLICY

a) Indemnification - Advertiser is solely responsible for any legal liability arising out of or relating to (i) the content, and other material set forth on the Advertiser Websites and/or (ii) any content or material to which users can link through the Advertiser Websites. (iii) any billing policy set forth by the advertiser for the use of its services.
Advertiser hereby agrees to indemnify, defend and hold harmless SiteAds and its officers, directors, agents, publishers and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings

(a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertiser Websites and digital materials;

(b) arising out of any material breach by Advertiser of any duty, representation or warranty under any agreement with SiteAds; or

(c) relating to a contaminated file, worm, virus, spyware, malware, adware, keylogger or Trojan horse originating from the Advertiser Websites.

b) Damages - In no event shall SiteAds, officers, directors, agents, publishers and employees be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

c) Warranty Disclaimer - TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SITEADS DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) ADVERTISERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT SITEADS'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEB SITE. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. SITEADS IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE MARKETING SERVICE.

d) Limitation of Liability - Neither SiteAds nor its users will be subject to any liability whatsoever for

(a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of SiteAds or of the Internet;

(b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a customer or Creative, difficulties with a Third party server, or electronic malfunction; and

(c) errors in content or omissions in any Creative. Advertisers are responsible for maintaining in all respects the availability of their web sites and subsequent landing pages.

ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF ALL FEES PAID AND PAYABLE BY YOU TO SITEADS, AND INTEREST PAID AND PAYABLE BY YOU TO SITEADS, FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST SITEADS MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A PUBLISHER OR ADVERTISER OF THE MARKETING SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.

6) TERM AND TERMINATION

a) Term: This Agreement shall commence upon the date of Your click-through acceptance, and shall be in effect on a per Program basis for twelve (12) months from the date of such Program in which (i) You have properly installed the SiteAds tracking code within Your Links, (ii) such Links to Your Web site or Web site content are accessible to Your Publishers through the Service, and (iii) You have paid SiteAds the Initial Payment for the Program.

b) Termination for Convenience: After the initial twelve (12) months Term, either party may terminate this Agreement for any reason upon ninety (90) days prior written notice to the other party.

c) Termination for Cause - Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice from the non- breaching party of the existence and nature of the breach. Notwithstanding the preceding, SiteAds may terminate this Agreement immediately upon notice should You engage in illegal activity of any type. Notwithstanding the foregoing, Siteads may: (i) immediately deactivate Your Account(s) without notice if You breach Sections 2.b, 2.f or 4 or engage in illegal activity of any type, (ii) deactivate Your Account(s) upon seven (7) days notice if You breach Section 3.c (Ad Serving; Tracking Code Maintenance), and (iii) deactivate Your Account(s) for any other breach of this Agreement upon Your failure to cure such breach within seven (7) days of receipt of written notice from SiteAds of the existence and nature of the breach. If this Agreement is terminated for Your breach, You shall not be eligible to enter into a new click-through Advertiser service agreement with SiteAds, and any attempt to do so shall be null and void.

d) Renewal Terms - After the initial Term, this Agreement shall automatically renew for additional one year Terms although either party may terminate this Agreement without cause (a) during a renewal Term, upon ninety (90) days prior written notice to the other party, or (b) upon notice of non-renewal sixty (60) days prior to the end of a Term.

e) Effect of Termination - Upon termination of this Agreement, You shall pay to SiteAds any outstanding debit balance within ten (10) days of the date of termination. In no event shall outstanding payments be made to Publishers unless and until SiteAds receives payment from You. Upon reconciliation of Your Account, SiteAds shall pay You any outstanding credit balance after the conclusion of the last Chargeback Period. Upon termination of this Agreement, any license or sublicense granted to You or by You under this Agreement will terminate, and the licensee/sub-licensee shall immediately destroy or delete all physical and electronic copies of the Confidential Information, and cause all Links to SiteAds to be removed. SiteAds shall

(a) inform Your Publishers that Your Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of temporary deactivation),

(b) stop distributing Links to Your Web site, and

(c) request (or suggest, in circumstances of deactivation) that all Links placed by Your Publishers to Your Web site be removed from such Publishers' Web sites and/or subscription e-mail.
f) Survival - The provisions of this Section 6 and Sections 2.i, 4.a, 4.b, 4.c, 4.d, 4.e (to the extent that Chargebacks that occur post-termination are subject to the same terms and conditions as those that occur during the term of this Agreement), 5.a, 5.d, 6.a, 6.b, 6.c, 7.a, 7.b, 7.c, 7.i shall survive the termination of this Agreement, subject to the restrictions outlined in Section 5.d.

7) GENERAL

a) Applicability - This Agreement, including all attachments contained herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and exisint understandings or agreements, whether made in writing or orally, in regard to the said subject matter. Applicable sections remain in force after the expiration or early termination of this Agreement. The relationships between the parties to this Agreement shall be solely that of independent contractors. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither SiteAds nor Advertiser shall present itself as the agent of the other, other than as specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance for reasons beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if made in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the SiteAds website Advertiser interface are explicitly bound by this Agreement.

b) Confidentiality - You or SiteAds may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. You agree that SiteAds may provide Your e-mail address(es) and basic Advertiser Account detail to Publishers. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password. You shall provide SiteAds with prompt notification to SiteAds client services help desk, and through written notification to SiteAds as provided in Section 7.k to this Agreement, of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

c) Public Release - SiteAds and Advertiser shall have the right to reference each other and refer to each other’s work for, and relationship with, for marketing and promotional purposes.

d) Remedy - If any Advertiser violates or refuses to fulfill its responsibilities, under this Agreement SiteAds reserves the right to withhold payment and take appropriate legal action to cover its damages.

e) Dispute Resolution - SiteAds shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers, leads, and sales. In the event Publisher disagrees with any such calculation, a written request should be sent within 10 days to SiteAds at Admin@siteads.com. SiteAds will provide Publisher with an explanation or adjustment of the earnings which shall be final and binding.

f) Modifications - SiteAds reserves the right to change any conditions of this contract at any time. Members are responsible for complying with any changes to the SiteAds Advertiser Agreement within 10 business days from the date of change. SiteAds will post any changes to this Agreement in the Advertiser area of the SiteAds Web site.

g) Privacy - Advertiser shall support SiteAds's commitment to protect the privacy of the online community; such commitment is set forth in SiteAds's Privacy Statement, http://www.siteads.com/privacy which is hereby incorporated into this Agreement.

h) Solicitation of Publishers - During the Term of this Agreement, any renewal Terms, and for six(6) months hereafter, You shall not knowingly solicit any Publisher, web site, or e-mail provider that is obtained through the Services provided by SiteAds under this Agreement, nor shall You transfer any Publisher obtained through the Services provided by SiteAds under this Agreement to any third party provider or any in-house program substantially similar to the Services being provided by SiteAds hereunder, and You shall not encourage any such Publisher to so transfer. In the event You do directly solicit or cause to be transferred any Publisher, You shall pay SiteAds what SiteAds would have otherwise earned had You not violated this provision. Except as expressly set forth above, nothing herein shall be deemed to restrict Advertiser from entering into independent strategic partnerships or other agreements with Publishers, or to prohibit Advertiser from advertising, merchandising or promoting its products or services.

i) Governing Law - This Agreement will be governed by and construed in accordance with the laws of Israel and the exclusive venue for any dispute will be Tel-Aviv, Israel. The United Nations Convention on the International Sale of Goods shall not apply to any dispute arising out of or in connection with this Agreement.

j) Authority to Enter into Agreement - By executing this Agreement, Advertiser warrants that Advertiser (or Authorized Representative of Advertiser) is at least 18 years of age, and that there is no legal reason that Advertiser cannot enter into a binding contract.

k) Notices - Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail or facsimile: (a) to SiteAds at Hanevi’im 7 st, Tel Aviv, Israel and, (b) for Advertiser, at the address or facsimile number listed on Your Account. Notices shall be effective upon a facsimile confirmation, the notified party's actual receipt (or refusal to accept to receipt, if applicable), or five (5) days after the date of mailing.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SITEADS. BY SIGNING UP TO THE MARKTING SERVICE YOU AGREE TO HAVE AN UNDERSTANDING OF THESE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CANNOT PARTICIPATE IN THE SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.