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Compliance Documents

Publishers Terms & Conditions

The following are the terms and conditions governing your (hereinafter “Publisher”) relationship with Clickso, LLC (hereinafter “Clickso”) and the use of the Clickso website (hereinafter “Site”). Publisher agrees to use the Site and any additional services offered by Clickso only in accordance with these Terms and Conditions. Clickso reserves the right to make changes to the Site and these Terms and Conditions at any time. Publisher’s continued use of the Site after any such modification and notification thereof (which maybe provided by e-mail to the email address provided in the course of Publisher’s registration with Clickso) shall constitute Publisher’s consent to such modification.

1. Approval of Publisher.
Registration with Clickso shall not confer any right on Publisher to market or promote any Programs (as defined under section 2) made available by Clickso on the Site on behalf of its clients (the “Advertisers”). Participation by Publisher in the Clickso publisher lead generation program is subject to review and approval by Clickso. All prospective publishers need official approval from Clickso before they can become Publishers. Official approval requires meeting the criteria listed under section 1.1 below, however approval is not automatically granted upon fulfillment of said criteria. Clickso reserves the right to withhold or refuse approval for any reason or for no reason. Once Publisher has been accepted into the Program, Publisher’s continued right to participate is conditioned upon Publisher’s ongoing compliance with all of the terms and conditions of this Agreement. Failure of the Publisher to observe the terms and conditions of this Agreement will disqualify Publisher from participating in the Program. Publisher may re-qualify for program upon proof of compliance with terms and conditions of this Agreement, subject to approval by Clickso. Publisher shall promptly notify Clickso in the event of a material change in its business practices or strategy. Approval of a Publisher can be withdrawn by Clickso, at any time for any reason.
1.1. Minimum Eligibility Requirements.In order to be eligible to become a Publisher, all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria, at a minimum: All Publishers that wish to send advertisements via email must have the consent of the consumer to send such email and each Publisher shall maintain records evidencing such consent including, without limitation:

(i) Member opt-in date
(ii) Registration source
(iii) First name
(iv) Last name
(v) Address
(vi) Email address
(vii) Any other information collected and will supply such records to Clickso within one business days of request thereof;
Unless otherwise approved in writing by Clickso, Publishers may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.; Publisher websites must be fully functional at all levels; no "under construction" sites or sections; Publisher’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003 Spawning process pop-ups are prohibited; and Such other criteria as Clickso may from time to time determine, in its sole discretion.

1.2. Publisher Website Content. The content of Publisher’s Media shall be subject to Clickso’s subjective approval and must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include the following: • Pornographic material, including any material appealing to the prurient interests • 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, misrepresents, 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; • Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; • Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party; • Any illegal activity whatsoever; and • Links to any affiliate networks

2. Use of the Site.
2.1. The Site allows Clickso to post offers of advertising programs sponsored by Clickso or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which Publisher will receive payment when the applicable Program's requirements are fulfilled. Compensation is derived from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. If Publisher accepts a Program, Publisher agrees to place that Program's advertising creative (including the subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) ("Ad") on Publisher’s Media. Publisher shall display the Ad exactly as it appears on the Site and will not alter it in any way. Failure to adhere to this requirement may, in addition to all other remedies available to Clickso, result in termination of Publisher. Clickso may change a Program at any time, upon reasonable advance written notice to Publisher. Clickso is responsible for displaying and administering all active Programs and tracking the payments owed.
2.2. Special Rules Governing Email Campaigns.
2.2(a). In the event that Clickso or Publisher receives a complaint from any recipient of a Program transmitted by Publisher, upon our request Publisher will immediately provide Clickso with appropriate records verifying that recipient’s consent to receive email transmissions from Publisher. Such records include, but may not necessarily be limited to, the Internet address of Publisher’s opt-in/opt-out website, the date of the recipient’s action, and Publisher’s privacy policy.
2.2(b). Publisher may not use an advertiser’s name (including any abbreviation thereof) in the originating email address line or subject line of any email transmission.
2.2(c). No Misleading Headers or Other Masking of Email Origin. An email may not include falsification of header information, false registrations for email accounts or IP addresses used in connection with email ads, and retransmissions of an email ad for the purpose of concealing its origin. Publisher and/or their email delivery providers are prohibited from relaying or retransmitting emails from a computer or computer network that was accessed without authorization.
2.2(d). Subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter of the message. Publisher may only use approved Subject Lines available provided by Clickso or Subject Lines for which Publisher has documented approval from Clickso.
2.2(e). Email Ads Must Contain Clear Identification. Messages containing advertisements or solicitations must identify themselves as such, and do so by “clear and conspicuous” means, for example, by stating in the message body “This advertisement is brought to you by (Your Company)”. Further, the sender must identify itself as the initiator and sender of the email including company name, email and physical address.
2.2(f). Effective Method of Opting Out of Future Mailings. Senders of commercial emails must give recipients an effective means of requesting not to receive future email ads from that sender. At a minimum, the publisher must give the recipient the ability to send a reply message to unsubscribe, opt out via postal letter and provide a functioning unsubscribe link that must remain in operation for 30 days from the date of the original email transmission.
2.2(g). All unsubscribe requests must be adhered to within 10 business days from their receipt. You may not sell or transfer an email address once someone has opted out of receiving future communications, whether from only the advertiser or globally.
2.2(h). No Random or Invalid Generation of Email Addresses. Publisher is responsible for knowing the source of its email list. Email addresses may not be obtained by the use of a program for random generation of email addresses, and/or “scraping” websites or online services. Publisher must have full opt-in data for all recipients in its database.

3. Monitoring.
Clickso shall be constantly monitoring, on its own or with the assistance of third parties, the Publishers for compliance with these Terms and Conditions, without limiting the generality of the foregoing:
3.1. All Publishers will be monitored by Clickso (or a third party retained by Clickso for such purposes) for compliance with applicable legal requirements, with respect to honoring unsubscribe requests. If the monitoring is done by a third party, such third party will share all such information with Clickso.
3.2. Each unsubscribe list furnished to a Publisher shall be separately and technologically identified so that Clickso will be able to ensure that each Publisher is not disseminating or otherwise using the unsubscribe list other than in a manner required by applicable law. Publisher must not send further emails to names already on or newly added to the unsubscribe list.

4. License.
Clickso grants Publisher a revocable, non-transferable, non-sublicensable, non-exclusive limited license to use the Site (including any Ads posted thereon) and any data, reports, information or analyses arising out of such use (the “Site Data”) solely for the purpose of marketing or promoting the Programs hereunder and subject to these Terms and Conditions and the applicable Program Terms. If a Publisher also maintains its own network of publishers, such Publisher may not provide the Program to its publishers, without the prior written consent of Clickso. If a Publisher fails to adhere to the foregoing requirement, in addition to any other remedies available to Clickso, Publisher shall forfeit its rights to any amounts owed by Clickso to Publisher. Publisher acknowledges and agrees that Publisher does not have, nor will it claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof, or any content provided on the Site (including the Ads). Publisher may only access the Site via web browser, e-mail or in a manner approved by Clickso. Publisher 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 Clickso that allows Clickso to measure ad performance and provide its service. In addition, Publisher acknowledges that all non-public information, data and reports received from Clickso hereunder or as part of the services hereunder is proprietary to and owned by Clickso. If instructed to do so by Clickso and/or if Publisher shall be terminated by Clickso, Publisher will immediately destroy and discontinue the use of any Clickso data, including Site Data, and any other material owned by Clickso or the Advertisers.

5. Non-Solicitation.
Publisher agrees that Publisher will not approach or attempt to engage in a contract with any of Clickso’s clients (each such client, individually a “Client” and all such clients, collectively “Clients”) directly or indirectly via a Client’s Ad agency, broker or any other person or entity. Clickso will promptly reply in writing to any inquiries received from Publisher regarding the status of any person or entity as a Clickso Client so as to aid Publisher in its efforts to comply with the non-solicitation provisions of this Agreement. Because Clickso will be irreparably harmed by Publisher’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Publisher agrees that Clickso shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violative conduct by Publisher.

6. Participation in our Program.
Clickso shall provide Publisher with material to create a website for the purpose of search engine optimization, or Publisher can create its own website. In either event, no website shall be released online, and nonsubmission, inclusion or any traffic can be sent to it, prior to Clickso’s review and approval of it. If Publisher already has its own website, Publisher’s website will be subject to Clickso’s review and approval. Approval shall be written or by electronic submission. All Program related websites will contain links (“Links”) provided by Clickso directing traffic to product sales web pages served by Clickso or a Clickso Group Client. Publisher’s selection of entities to be included on any such website is also subject to Clickso’s review and approval, of which shall not be unreasonably withheld. Should any of Clickso’s Client(s) provide content which includes imbedded bots, Data Miners, links or other creative, graphic, text or html, all content shall remain at all times the sole property of Clickso.

6.1. Links.
Publisher agrees to use the Links in the exact form that we deliver them to Publisher. Publisher agrees not to modify, alter, delete, or adapt the Links in any manner without Clickso’s written approval. Links must be served from the Clickso server, unless otherwise permitted in writing by Clickso. Publisher shall not take any actions to impede the action of or to disable any such links. Publisher agrees to, if request by Clickso, modify or alter Links or Tracking devices in the manner requested by Clickso. Publisher further agrees that it shall in no event modify or interfere with Tracking devices unless specifically instructed to do so by Clickso in accordance with the previous sentence.

6.2. Ownership.
Clickso owns all rights, title, and interest to Links and user data collected and derived through the activities countenanced pursuant to this Agreement. Clickso may choose to imbed certain data mining tools within Links from time to time (“Data Miners”). Any data derived by any such Data Miner shall be the sole property of Clickso. Clickso may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher’s activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this Agreement. If Clickso does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the written approval of Clickso. Should Clickso choose to provide advertising creative content, web design services or other web content of any type (“Web Content”) to Publisher, Publisher shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by Clickso without modification unless approved by us in writing; (ii) only in the manner expressly permitted by Clickso in writing and only until Clickso shall request that Publisher discontinue its use of such advertising creative, at which time Publisher shall discontinue such use within two (2) business days of being requested by Clickso to do so.

7. Fraud.
Clickso actively monitors traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation. Publisher accounts are flagged that, among other things Have click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Clickso; Have ONLY click or lead generation programs generating clicks or leads with no indication by site traffic that it can sustain the clicks or leads reported; Have shown fraudulent leads as determined by the Advertisers; Have used any incentives to procure clicks or leads Have provided leads obtained other than through intended consumer action. For instance, use of phone books, or similar such compilations of personal data, to complete lead generation forms shall be considered fraudulent behavior. Use fake redirects, automated software, and/or other fraudulent mechanisms to generate Events from the Programs. If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Clickso or use of sites in co-registration campaigns that have not been approved by Advertiser), as determined solely by Clickso, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Clickso, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, Clickso reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.

8. Payment.
Publisher will be paid per the terms of each Program. Clickso shall pay any amounts due approximately 30 days after the end of each month, less any taxes required to be withheld under applicable law, provided that Clickso may, in its discretion, withhold payments until such time as the Advertiser has paid Clickso for any Program. In addition to any other remedies that may be available to Clickso, in the event of any breaches by Publisher of these Terms and Conditions, Publisher shall forfeit its rights to any amounts owed by Clickso to Publisher. Clickso reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. Clickso shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation. Any questions regarding the data provided by Clickso need to be submitted in writing within 10 business days of receipt, otherwise the information will be deemed accurate and accepted as such by Publisher. Clickso will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Clickso and payments made to Publisher shall be based on the Events as reported by Clickso. Clickso will not be responsible to compensate Publisher for Events that are not recorded due to Publisher’s error. Clickso will require a Publisher to provide a W-9, and similar such information, as a condition to payment.

9. Special Terms for Co-Registration Campaigns.
With respect to Publishers who are running co-registration campaigns to generate leads ("Leads") for Advertisers, the following specific terms and conditions shall apply:
9.1. Approval of Publisher’s Site(s). No Program may go live until such time as Clickso, and if necessary the applicable Advertiser, have approved, in writing, (a) all sites to be used by the Publisher for each Program and (b) the transfer of leads in the form of either a successful post for real-time transfer or approval of the test file for batch or FTP files.
9.2. Publisher’s Privacy Policy. Publisher represents and warrants that Publisher’s privacy policy permits the collection, use and transfer of data as contemplated hereby and the Program Terms.
9.3. Scrubbing Leads. Each Program shall have its own criteria for determining the validity of a lead (the “Lead Requirements”). Clickso may detect and track all Invalid Leads, which are determined on a real-time basis. Clickso shall only pay for leads deemed valid by this system. At the sole discretion of Clickso, leads may also subsequently be deemed invalid for (i) fraudulent activities including but not limited to changing approved lead generation forms, publishing an offer on an unapproved site, utilizing automated software or manpower to complete co-registration forms, incentivization of co-registration forms and/or a publisher's inability to provide the user IP and time/date stamp for each lead or (ii) non-compliance with co-registration programs including but not limited to exceeding lead caps as communicated by a Clickso Account Executive and/or going live with a co-registration offer prior to written approval of a creative and data transfer by an Clickso Account Executive.
9.4. Use of Leads. Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of Clickso or its Advertiser. Therefore, other than providing the Leads to Clickso for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in Clickso or its Advertisers.
9.5. No Alteration of Approved Co-Registration Forms. Publisher may not, in any way, alter or modify the Co-Registration Forms, without the prior written consent of Clickso.

10. Term.
The initial terms of this Agreement shall be for one year from the date of its first execution by the last party to so execute. Upon the one year anniversary of the execution, this Agreement shall automatically renew for successive thirty (30) day terms, unless: (a) not less than thirty (30) days prior to the date of any such automatic renewal, a party notifies the other in writing that it does not wish to renew this Agreement; or (b) this Agreement is otherwise earlier terminated pursuant to the provisions hereof.

11. Termination.
Clickso reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason, upon written notice to Publisher. Upon removal of any advertisements, Publisher shall terminate the Program and immediately cease emailing and any traffic involved with removed advertisement(s). Clickso also reserves the right to terminate Publisher’s access to the Site at any time without notice. Termination notice will be provided via e-mail and will be effective immediately, meaning, among other things, that Publisher must immediately cease all advertising activities. All moneys then due to Publisher will be paid during the next billing cycle. The representations, warranties and obligations contained in paragraphs, 12, 13, 14 and 15 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.

12. Representations and Warranties/Covenants.
12.1. Mutual Representations. Each party represents and warrants that: (a) it has the right to enter into and fully perform the services contemplated herein, consistent with these Terms and Conditions; (b) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with these Terms and Conditions; and (c) at all times while any Program remains in effect, it shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Programs.
12.2. Publisher Representations. Publisher represents and warrants as follows: Publisher’s Media is currently in compliance with all applicable laws (including without limitation the CAN-SPAM Act, effective January 1, 2004 (the "CAN-SPAM Act"); Publisher’s Media does not contain or promote, nor links to another website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, product, service or activity; Publisher’s database consists of only permission based opted-in e-mail addresses; and Publisher owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on Publisher’s Media.
12.3. Publisher Covenants. Publisher covenants that it shall not: send unsolicited commercial e-mail (SPAM) (i.e., it will send commercial e-mails in connection with any Programs to only those e-mail addresses that have consented to receive such commercial e-mails); post any specific messages to newsgroups, chat rooms, bulletin boards or any other places regarding any Programs unless expressly approved in writing from Clickso; promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content, or any other content referenced in paragraph 1.2; use the Site in any manner other than that which is specifically contemplated herein; engage in any kind of deceitful, misleading or other unfair trade practices, or fraudulent or other unlawful practice when marketing any Programs; and while an approved Publisher and for 180 days thereafter, participate in any performance based advertising relationship with any Advertiser within Clickso’s network, unless a previously existing business relationship between Advertiser and Publisher can be demonstrated to the reasonable satisfaction of Clickso. In this connection, both parties agree and acknowledge that if Publisher violates its obligations hereunder, Clickso will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.; and Publisher covenants that it shall: Conduct the web advertising campaign for Advertiser in accordance with the highest industry standards; Provide within one business day after request therefrom, the IP Information, together with such other related information that Clickso may request. Failure to provide such information may result in termination or suspension of the Publisher and/or the deactivation of all links in any Programs downloaded by Publisher. Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of Clickso, result in the immediate suspension or termination of Clickso’ relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by Clickso. The foregoing rights shall be in addition to any other remedies available to Clickso. Publisher acknowledges and agrees that Clickso shall not be responsible for the Advertisers' violation of any applicable laws or regulations, including, without limitation, the CAN-SPAM Act.

13. Privacy Policy.
Publisher shall maintain and post in a conspicuous manner on all its websites involved in the Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used.

14. Customer Information; Non-Disclosure. Confidentiality.
All information submitted to Publisher by an end-user customer pursuant to a Program is proprietary information of Clickso, its affiliates, and/or the Advertisers. Such customer information is confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall maintain such data in a secure manner, consistent with industry standards. All information provided to Publisher hereunder shall be kept strictly confidential.

15. Limitation of Liability; Disclaimer of Warranty.
Unless otherwise provided in this agreement, in no event shall Clickso or any Publisher be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, CLICKSO CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, THE LINKS, OUR CLIENT SITES AND ANY OTHER MATERIALS PROVIDED TO PUBLISHER ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND CLICKSO MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEB SITE). ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED 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 THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU. Clickso makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Site, or any product or service advertised in connection therewith. Clickso has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher to promote the client partner. Clickso makes no representations whatsoever about any other website which Publisher may access through the service. When Publisher accesses a website that is not associated with and independent from Clickso, Publisher acknowledges that Clickso has no control over the content of that website. Furthermore, a link to a non-Clickso website does not mean that Clickso endorses or accepts any responsibility for the content or the use of such website. It is Publisher’s sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.

16. Indemnity.
16.1. Indemnity. Publisher will defend, indemnify, and hold harmless Clickso, the Advertisers, and their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any breach of any of these Terms and Conditions or any Program Terms. Clickso reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation.
16.2. Notification of Legal Action Publisher will immediately notify Clickso of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

17. Force Majeure.
Neither party shall be deemed in default of these Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

18. General.
18.1. Entire Agreement. These Terms and Conditions, together with the terms for each of the Programs constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.
18.2 Controlling Law These Terms and Conditions, the terms of the Programs and the relationship contemplated thereby, shall be governed by the laws of the United States and the State of Nevada, without giving effect to principles of conflicts of law. Each party, to the extent permitted by applicable law, hereby irrevocably and unconditionally (i) submits to the general jurisdiction of the federal and state courts located in Cook County, Illinois (ii) agrees that any action or proceeding concerning this agreement will be brought exclusively in such courts; and (iii) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding in any such court was brought in an inconvenient court and agrees not to claim or plead the same.
18.3. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
18.4. Assignment. Publisher may not assign any of its rights hereunder without the prior written consent of Clickso, which may be withheld for any reason.
18.5. Severability. In the event that any provision of these Terms and Conditions is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of these Terms and Conditions shall remain valid and enforceable according to its terms. 18.6. Relationship. The parties agree that Clickso is acting as an independent contractor in performing the Services and that the relationship between the Clickso and Publisher shall not constitute a partnership, joint venture or agency. Neither Clickso nor any of Clickso’s employees or agents (collectively referred to herein as the “Employees”) (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. Clickso retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither Clickso nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees.
18.7. No Publicity. Publisher may not make any mention of Clickso or any Clickso client in any publicity materials advertising or otherwise presenting information on your company and your services, including without limitation listing Clickso or any of its clients in your customer lists, without the written consent of Clickso, whose consent may be withheld for any reason or for no reason.
18.8. Notice. Any notice, communication or statement relating to these Terms and Conditions shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) Publisher at the address provided in the registration, and (b) Clickso 1411 McHenry Rd. Ste.227 Buffalo Grove, IL 60089. Tech Support Available 24/7 Submit Technical Inquiry privacyDMCA policypublisher termsadvertiser termscontact Facebook Twitter IN RSS

Advertisers Terms & Conditions

The following Terms and Conditions (the “T’s and C’s”), together with the insertion order (the “IO”), shall govern all advertising campaigns (“Campaigns”) that are conducted by Clickso, LLC (hereunder "Clickso"), for the entity identified on page one (1) of the IO and the signature page ("Company"). These T’s and C’s will govern any and all other IOs subsequently executed by Clickso. These T’s and C’s supersede and replace any and all prior agreements entered into by and between Clickso and Company pertaining to the subject matter hereof and shall control all extant IOs. Terms not defined in these T’s and C’s shall have the meanings set forth in the IO. All subsequently executed Insertion Orders and these T’s and C’s may be collectively referred to herein as the "Agreement"). This Agreement represents the entire agreement of the parties and may not be modified unless expressly agreed to in writing by both parties.

1. Advertising Services.
Clickso will provide advertising services (collectively the “Services”), upon the terms and subject to the conditions that Clickso may designate from time to time in an IO. All such Services shall be subject to these T’s and C’s. Clickso shall perform the Services as described herein and/or may use a Network to perform such Services (the “Network”). The Network may consist only of the affiliated publishers (collectively the “Publishers”) that maintain their own proprietary websites, internet traffic and/or legal email databases derived from ordinary course activities as a publisher (i.e. no rented or shared databases).

2. Company’s Creative and Web Site
2.1. Creative. Company will provide Clickso with the creative materials for the Ads and/or Campaigns, including product/service descriptions, graphic images, logos, and copy (the “Copy”), at least five (5) days prior to Clickso’s posting of such Ads and/or Campaigns.
2.1.1. To the extent the Campaign involves E-Mails, the Copy shall also include subject and from lines, offer description (in text and html formats), a functional unsubscribe link, terms and conditions (if applicable), and any other information necessary to comply with all applicable state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003 (the “Act”). Company will submit changes or cancellations of any creative materials in writing to Company at least ten (10) business days in advance of requested change date.
2.2. License. Company grants Clickso and its Publishers a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Company's name, logos, trademarks, trade names, service marks, URLs and slogans to display, market, promote and publicize Ads on the Service, and on Clickso’s web sites, and for the purpose of including Company in Clickso’s marketing and promotional materials. Company further grants to Clickso and its Publishers a personal, non-exclusive, revocable, non-transferable, limited license to all intellectual property rights, owned or controlled by Company (including but not limited to copyrights, trademarks, and service marks) solely to the extent that such license is required for performance of the Service in accordance with this Agreement. Such License shall terminate immediately upon termination, for any reason, of all IOs then in effect.
2.3. Company Web site. Company shall make best efforts to keep the Company’s web site generally available 24 hours a day, 7 days a week, to ensure that a third party user’s purchase, registration, lead and any other action related to the Ad and/or Campaign (“User Action”) may be processed on a timely basis. Company must notify Clickso at least one (1) week in advance for any scheduled downtime so that Clickso has adequate time to notify Publishers who are actively engaged in running the applicable Ads and/or Campaigns.
2.4. CPA Tracking. With respect to all cost per acquisition ("CPA") and cost per lead (“CPL”) campaigns, Company will provide Clickso with unique tracking links (URLs) that will record the origin of each user action including impressions, clicks and sales by unique tracking link. Company will allow Clickso online access to the statistics regarding such User Actions by unique tracking link. Company will ensure Clickso's tracking methods are in place and functioning at all times. Company will provide access to records as they become available that will allow Clickso to monitor the volume of User Actions it has generated.
2.5. CPM and CPC Tracking. With respect to all other Campaigns, including cost per impression ("CPM"), cost per click ("CPC") and co-registration campaigns, Clickso shall be solely responsible for calculating the user actions that comply with the terms of the applicable IO.
2.6. Suppression Lists. To the extent that Company receives, via E-Mail, website or other media, a message from a third party user that such user wishes to unsubscribe or opt out of receiving any Ads and/or Campaigns, Company is required to provide Clickso with a suppression list of such opt-outs and unsubscribes (“Suppression List”) no more than forty-eight (48) hours after receiving such transmission from third party user. Clickso shall make the Suppression List available to the Publishers in its network.
2.6.1. Clickso is not liable for any result or consequence arising out of (a) Company’s failure to timely provide Clickso with a Suppression List; (b) any Suppression List provided by Company that is in any way inaccurate or incomplete; (c) any Publisher’s failure to scrub its database against the Suppression List provided by Clickso; and/or (d) any violations of Company’s privacy policy in Clickso’s delivery of the Suppression List to Publishers. Clickso’s sole obligation hereunder is to make the Suppression List available to the Publishers.

3. Payments.
3.1. Payment Obligations. Company is obligated to pay Clickso in accordance with the pricing specified in each I/O. If not specified otherwise, payment shall be prepaid before the start of the campaign and during the term of the campaign. Clickso may invoice Company, but payment by Company is not contingent upon receiving Clickso’s invoice. In the event Company fails to pay within five (5) days after payment is due, all outstanding charges shall bear interest at the rate of one and a half percent (1.5%) per month or the maximum interest rate permitted under applicable law, whichever is less. Company agrees that if Company does not pay within five (5) days after payment is due either Clickso or its affiliates may seek to satisfy Company’s payment obligations and to collect such payment. Company further agrees to pay all costs of collection (including court cost and reasonable attorneys fees) incurred by Clickso and/or its affiliates in connection with its enforcement of any Order. Unless Company objects to Clickso’s invoice within forty-eight (48) hours, the amount invoiced shall be final and binding. Company may only dispute invoices if it has a reasonable basis for such dispute, which can be proven by written documentation. To the extent Company intends to dispute an invoice, Company shall provide a written report to Clickso, within two (2) business days identifying, in detail, the discrepancies, between the invoiced amount and Company’s evidence. Clickso may consider such report, but shall have final authority in determining the correct amount.
3.2. Payment Records. Company shall insert tracking pixel on the confirmation page for each Ad to be delivered hereunder. Company will provide Clickso with a link to the confirmation page where Clickso can view the pixel for approval prior to initiating the advertising campaign. Payment will be made based on Clickso’s calculations of the higher of number of leads from the Clickso or Company statistics based on the tracking pixel. All such records provided by Company shall be the sole property of Company. In the event that the tracking methods employed malfunction or the Company web site is inoperable, for the period in question, a mutually agreed upon payment will be determined.
3.3. To the extent that payments are based on User Action, Clickso may, in its sole discretion and if requested by the Company, transfer user action data that provides the basis for an invoice to Company.
3.4. Non-Viable Leads. Unless otherwise provided in the IO or Campaign Worksheet, no offsets or chargebacks may be taken for any non-viable or duplicate leads. Clickso shall determine in its sole discretion what constitutes a non-viable lead. Without limiting the breadth of the foregoing, non-viable leads shall include, but not be limited to, leads with incomplete contact information (no e-mail address, no phone number, no physical address), leads from non-United States citizens, leads from consumers under 18 years of age, etc. It is the responsibility of the Company to insure that the IO or Campaign Worksheet accurately reflects the leads sought.

4. Term.
Unless terminated earlier in accordance with Sections 8 or 13 below, the term during which Clickso shall provide the Services shall be as set forth in the IO.

5. Representations and Warranties.
5.1. Company warrants and represents at all times that (a) Company has all necessary rights and authority to enter into this Agreement and to grant Company the licenses granted herein, (b) the execution of this Agreement by Company, and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, (c) the Suppression List Company provides is accurate and complete; (d) the links contained in any Ads and/or Campaigns are directed to the intended and agreed upon destination and are not re-directed; and (e) the Advertisements, the use and display thereof, and the content linked to from such Advertisements will not: (i) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (ii) be misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate, (iii) violate any applicable law or regulation, or (iv) advertise any unlawful product or service or the unlawful sale of any product or service. In the event this Agreement includes E-mail distribution, Company further represents and warrants that it will comply with all aspects of the Act. Further, to the extent that Company has requested that Company create and develop certain Ads, Company acknowledges that been given the opportunity to reject such Ads, and has approved the Ads and accepted all liability connected to such Ads.
5.2. With respect to a Campaign involving E-mails, Company further represents and warrants, that Company has the power and authority to bind itself and any Agency to these representations and warranties; that Company will comply with all aspects of all state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003; and Company will not submit a Campaign for transmission of any E-mail: (a) with a “from line” that is materially false or misleading and does not accurately identify the person sending the E-mail; (b) with a subject line that is misleading, false or misrepresentative or is likely to mislead the recipient about the content of the E-mail; (c) that does not include a clear and conspicuous identification that the E-mail is an advertisement or solicitation, a clear and conspicuous notice of the opportunity to decline to receive further communications, and a valid physical postal address of the Company and Publisher; or (d) with any content that (i) infringes or violates any intellectual, proprietary or privacy rights; or (ii) is misrepresentative, defamatory or violates any applicable law or regulation. Company also represents and warrants that it will not transmit a Campaign including an E-mail to any individual that has requested not to receive any E-mails more than five (5) days after receipt of such request, provided that the E-mail falls within the scope of the request.

6. Other Services.
Clickso may, in its sole discretion, offer at no additional charge, and Company may accept at its discretion, Clickso’s assistance in the conception and development of creative materials to be used in connection with any IO, including, without limitation design, art and/or copy (“Clickso Produced Materials”). Clickso reserves the right to include text around the creative materials if necessary to clarify terms within the creative materials in order to comply with best industry practices and avoid potential claims of false advertising. Company grants to Clickso and Publishers a non-exclusive, revocable license solely to use and distribute the Clickso Produced Materials in the manner set forth in this Agreement. Neither Clickso nor its Publishers shall use Company Produced Materials for any other purpose. Clickso warrants that it has all necessary intellectual property rights and/or licenses to utilize, provide, and create all copy and images used to create Clickso Produced Materials.

7. Disclaimer of Warranties.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Clickso shall not be liable for any Ad, Campaign or E-Mail, including but not limited to the content thereof, any unavailability or inoperability of the Internet, unavailability or consequences of any Ad or Campaign, the Company Site, or Services, or any technical malfunction, computer error, corruption or loss of information related to or arising out of the Services, the Company Site or any Ad or Campaign. the information and content on Clickso site and via the service is provided on an “as is” basis with no warranty.

8. Privacy.
Each party represents and warrants that it shall provide notice for, and fully disclose, its privacy policies and practices to visitors to its web site(s), including its policies and practices with respect to the collection of information on persons who may visit its website(s). Both parties reserve the right to terminate this Agreement immediately, at any time after the start of the Campaign by providing not less than forty-eight (48) hours prior written notice to the other party, upon inspection of the other party’s privacy statement and the party’s reasonable determination that said privacy statement does not adequately disclose the party’s information use and collection practices.

9. Limitation of Liability.
Except for each party’s obligations of Confidentiality and Indemnification, in no event shall either party's liability exceed the total amount paid to CLICKSO by COMPANY in the six months preceding the event giving rise to the claim. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE In no event shall either party be responsible for any indirect, incidental, consequential, special, lost profits, or exemplary damages arising from any aspect of the advertising relationship provided herein WHETHER OR NOT FORESEEABLE and whether or not the other party has been advised of the possibility of such damages.

10. Confidentiality.
10.1 Except as otherwise provided herein, both parties acknowledge and agree that all information, data, materials, or technology communicated to the other party and marked as “Confidential” or “Proprietary” or reasonably considered confidential under the circumstances of its disclosure hereunder, (“Confidential Information”), was and shall be received in confidence, shall be used only for purposes of this Agreement, and that no such Confidential Information shall be disclosed by the receiving party without the prior written consent of the disclosing party, except as may be necessary by reason of legal, accounting or regulatory requirements. For avoidance of doubt, all email addresses and any other personally identifiable information disclosed by Company to Clickso and vice versa hereunder shall be considered Confidential Information.
10.2 Except to the extent otherwise required by applicable law, the parties’ obligations under this section do not apply to information that: (a) is or becomes publicly known, through no fault of the receiving party; (b) the receiving party can demonstrate was known by the receiving party prior to disclosure hereunder; (c) the receiving party can demonstrate is disclosed to the receiving party by a third-party with no violation of confidentiality to the disclosing party; (d) the receiving party can demonstrate is developed by the receiving party independent of any use of information disclosed by the disclosing party; or (e) if required by court order, law or governmental agency. In the event that the receiving party is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any of the Confidential Information, the receiving party will notify the disclosing party promptly so that the disclosing party may seek a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the receiving party will furnish only that portion of the Confidential Information which as advised by counsel, is legally required, and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

11. Indemnification.
11.1 Company agrees to indemnify, defend and hold harmless Clickso, its vendors and suppliers, the publishers, and their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, liabilities, suits, proceedings, settlements, expenses, liens, injury or damage (including reasonable attorneys' fees and expert’s fees and costs) resulting from but not limited to claims of tort, false advertising, intellectual property infringement, or actions that may at any time be incurred, arising out of or in connection with the Ads or Company's breach of this Agreement.
11.2 Clickso agrees to indemnify, defend and hold harmless Company, its vendors and suppliers, the publishers, and their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any loss, cost, claim, liabilities, suits, proceedings, settlements, expenses, liens, injury or damage (including reasonable attorneys' fees and expert’s fees and costs) resulting from claims or actions that may at any time be incurred, arising out of or in connection with the Clickso's breach of this Agreement.
11.3 Indemnity Procedures. if any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
11.4 Notwithstanding the foregoing, if any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section
11.5 Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable. A "Related Party" is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

12. Notification of Legal Action by a Third Party
Notification of Legal Action. Company will immediately notify Clickso of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.

13. Termination.
Unless expressly stated otherwise on the IO, either party may terminate any IO at any time for convenience, without or without reason or cause upon forty-eight (48) hours prior written notice to the other party for any or all Campaigns. Termination for convenience shall be without waiver, penalty, cost or obligation of either party except that such termination shall not relieve Company of the obligations to pay any amounts due and owing to Clickso through the effective date of the termination. Clickso shall, if necessary, immediately require its Publishers to fully terminate their activities under the Campaign. No fees shall accrue or be incurred after the effective date of termination.

14. Proprietary Rights.
Company agrees that it does not have, nor will it claim any right, title or interest in the Service, Clickso’s Site or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided on Clickso’s Site (including the Ads). Company will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective Clickso site tags, source codes, links, pixels, modules or other data provided by or obtained from Clickso that allows Clickso to measure ad performance and provide its service. In addition, Company acknowledges that all information, data and reports received from Clickso as part of the Services are proprietary to and owned by Clickso. If instructed to do so by Clickso, Company will immediately destroy and discontinue the use of any such reports or data, and any other material owned by Clickso or the third party Advertisers.

15. Non-Solicitation with Publishers.
Company will not knowingly (which is defined as “Company having actual and specific knowledge”, and Clickso acknowledges that Company makes no effort when entering into a relationship with a Publisher to determine if they are or were a Clickso Publisher) participate in any performance based advertising relationship with any Clickso Publisher, unless a previously existing business relationship between Company and Publisher can be demonstrated to the reasonable satisfaction of Clickso. In this connection, both Parties agree and acknowledge that if Company violates its obligations hereunder, Clickso will be entitled to damages in the amount of twenty-five percent (25%) of the gross revenues resulting from sales conducted by Company through the advertising or marketing efforts of Publisher during the term of this Agreement, and for gross revenues in the three (3) months proceeding the date such violation was discovered by Clickso and the three (3) months after termination of this Agreement.

16. Miscellaneous.
This Agreement, together with the IO and any other exhibits or attachments hereto, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties whether written or oral. Clickso may assign this Agreement to a subsidiary or business successor. Company may not assign this Agreement without the prior written consent of Clickso, which shall not be unreasonably withheld. All notices under this Agreement will be in writing and will be delivered by personal service, confirmed fax, confirmed e-mail, express courier, or certified mail, return receipt requested, to the address of the receiving party set forth above, or at such different address as may be designated by such party by written notice to the other party from time to time. Notice will be effective upon receipt. Clickso 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. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the rest of the Agreement shall be enforceable in accordance with its terms. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. The parties agree that the relationship between Clickso and Company shall not constitute a partnership, joint venture or agency.
16.1. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.
16.2. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Illinois without respect to choice of law rules and the Parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in Cook County, Illinois for such purpose.
16.3. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Email Marketing

Clickso Acceptable Use Policy for Email Marketing Purposes
The following Acceptable Use Policy ("AUP"), our Publisher Terms and Conditions (the "Terms and Conditions"), the Mobile AUP, Adware AUP and Search AUP, each of which is expressly incorporated herein by reference (collectively, the "Agreement"), is the binding legal agreement between Clickso ("Company") and you ("You" or "Your"), the user of Company's website (the "Site"). You agree to use the Site, Company's advertising network service ("Service") and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, neither this AUP, nor the Agreement, is an exhaustive recitation of all rules, regulations, standards and legal requirements governing your conduct: (i) as a Publisher (as that term is defined herein below) of Company; and/or (ii) in connection with Your use of e-mail in the promotion of any Program under the Agreement. The Agreement states the minimum standards that You and Your Affiliated Third Parties (as defined below) must adhere to in light of current laws, rules and regulations governing, and industry best practices applicable to, the transmission of commercial e-mail. In the event that any state or federal law, rule or regulation governing the transmission of commercial e-mail is enacted or amended setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to You and Your Affiliated Third Parties.

Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification and posted notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. The Agreement applies to and governs Your relationship with the Company in all matters including, without limitation, as a Publisher in connection with your use of the Service. For purposes of the Agreement, "Publisher" means the individual or entity registering with Company to use the Service as a publisher and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as an Publisher, use the Service and/or Site in any manner or form whatsoever. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

Where authorized by both Company and the applicable Advertiser, the following terms and conditions apply to all e-mail campaigns transmitted by Publisher on behalf of such Advertiser(s). Company will allow Publisher E-mails and/or e-mail-based Creative to be transmitted by Publisher in connection with any Program where such Publisher E-mails and/or e-mail-based Creative comply with: (a) all applicable federal, state, provincial, foreign and local laws, ordinances, rules, regulations, statutes, court orders, judgments and decrees that govern e-mail marketing and/or communications, as well as the most stringent email marketing industry standards including, but not limited to, the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography & Marketing Act or any successor legislation), as amended; and (b) any and all implementing regulations promulgated by the Federal Trade Commission. Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonability with regards to any conditions set forth herein.

Without limitation, the conditions set forth herein shall apply equally to You, Your parent entities, owners, subsidiaries, predecessors and/or successor entities and any agents, officers, directors, members and/or employees acting on behalf of You, as well as any of Your affiliates, partners, distributors and/or other third parties with whom You do business while governed by the Agreement (collectively, "Affiliated Third Parties"). All Publisher's Affiliated Third Parties must be approved by Company prior to their assisting You in connection with any Program governed by the Agreement. Company reserves the right to reject Your request to work with any Affiliated Third Parties and may restrict Your right to use any previously approved Affiliated Third Parties at any time and for any reason. You are responsible for ensuring that any and all such Affiliated Third Parties agree, in writing, to e-mail marketing terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company if requested by Company. All such agreements must contain provisions that require Your Affiliated Third Parties to fully and completely indemnify Company for any and all damages arising from their breach of any of the provisions set forth herein and You must have the ability to terminate distribution with, or procurement by, Affiliated Third Parties immediately. Notwithstanding the foregoing, You hereby agree that You will be solely responsible to Company for any breach of the provisions of the Agreement by Affiliated Third Parties.

All Publisher E-mails and/or e-mail-based Creative transmitted by Publisher must, at a minimum, comply with all applicable laws relating thereto and adhere to the following obligations, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:

1. Internet Protocol Disclosure.
You shall disclose all Internet Protocol ("IP") addresses with which You conduct any and all transactions, business and/or operations as a part of Your Publisher relationship with Company.

2. Informed Recipient Consent.
You shall distribute such e-mails and/or e-mail-based Creative only to those recipients who have expressly agreed via "Confirmed Opt-in" or "Verified Opt-in" ("Opt-In") to receive such transmissions from You. You shall not distribute Publisher E-mails and/or e-mail-based Creative using improperly acquired or generated e-mail addresses (whether obtained by automated means from websites, services or otherwise, or generated by automated random combinative algorithms). In addition, You shall maintain electronic and/or tangible records evidencing the subscription of such consumers to Your lists for verification by Company as required. This verification information must include, at a minimum, the date, time, originating IP address and location where the e-mail address or other recipient information was submitted and, if applicable, a copy of the subscription form used. If requested, You shall explain and provide examples of the mechanisms that You use (historically and currently) to obtain and build Your list of subscribers.

3. Distributor Location.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that include a valid sender domain name and/or responsive IP address. You shall only distribute Publisher E-mails and/or e-mail-based Creative, as applicable, from a valid sender domain name and/or responsive IP address that You have authorization to utilize for the purposes of sending commercial e-mail. You shall not relay or retransmit Publisher E-mails and/or e-mail-based Creative in order to mislead or deceive as to the origin of the Publisher E-mails and/or e-mail-based Creative, as applicable, nor shall Publisher E-mails and/or e-mail-based Creative be transmitted from e-mail accounts registered to false owners.

4. Intended Recipient Disclosure.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that clearly indicate the e-mail address to which the Publisher E-mail and/or e-mail-based Creative, as applicable, is sent (the intended recipient's email address) in the body of the message or in the "TO:" line of the applicable email message.

5. Publisher E-mail and/or E-mail-based Creative Content.
You shall only use approved Subject and From lines, Copy, Text and HTML. Suggestions for new Subject and From lines, Copy, Text and HTML are allowed; however, they must be approved by Company prior to being included in any Publisher E-mails and/or e-mail-based Creative, as applicable.

6. Appropriate Publisher E-mail and/or E-mail-based Creative Content.
Company strictly forbids the display of sexually explicit materials via Publisher E-mail and/or e-mail-based creative. In addition, no Publisher E-mail and/or e-mail based Creative may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions. Without limiting the generality of the foregoing, You represent and warrant that Your Publisher E-mail and/or e-mail based Creative, as applicable, will not contain objectionable content (including, but not limited to, content that is misleading, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services and/or activities).

7. Distributor Contact Detail Disclosure.
You shall only distribute Publisher E-mails and/or e-mail-based Creative that include valid and responsive contact information of the sender, list manager and/or list owner. This contact information shall include Your valid physical postal address (provided that a post office box is not considered a valid physical mailing address) and, optionally, Your phone number. Company reserves the right to add such address (es) should Publisher fails to include same, but Company is in no way responsible for including such address (es) where Publisher fails to do so. You must not use any invalid or erroneous e-mail header information (including, without limitation, source, destination, domain, IP address and/or routing information).

8. Transparency in Operation.
Each Publisher E-mail and/or e-mail-based Creative that You send must include a functioning unsubscribe link, through use of which e-mail recipients may request not to receive future commercial e-mail messages from Publisher with respect to any Program, or other e-mail contact generally. Such unsubscribe link must remain active and capable of receiving opt-out requests for no less than thirty (30) days after transmission of the underlying e-mail message.

9. Disclosure of Methods.
You shall seed Your list(s) of e-mail addresses, as well as the list(s) of your Affiliated Third Parties, that are used in connection with any and all Programs.

10. Unsubscribe Requests.
You shall process any and all unsubscribe requests within five (5) business days or less from the date of Your receipt of such requests. In addition, You shall maintain electronic and/or tangible records evidencing the removal of such e-mail address (es) from Your lists, together with any and all deleted e-mail address (es) provided to you by Company, for verification by Company as required.

11. Complainant and Recipient Enquiries.
Where any recipient of Your Publisher E-mails and/or e-mail-based Creative requests and/or inquires with You regarding the location where such consumer Opted-In to receive e-mail marketing from You, You must respond to such request and/or inquiry within seventy-two (72) hours of receipt of same. Your response to such inquiries must include, at a minimum, the date, time, originating IP address, URL and the location where the applicable e-mail address or other consumer information was submitted.

12. Suppression List.
You shall download the Company Suppression List and remove any and all such e-mail addresses appearing therein from the Publisher E-mails prior to engaging in e-mail marketing in connection with approved Advertiser Programs. Company shall make available, at a Company-designated area of the Site, a suppression list ("Company Suppression List"), updated on a regular basis, generated from e-mail marketing activities associated with various Programs transmitted by and/or through the Service. You agree to check the Company Suppression List regularly (no less than daily). You agree to process any new unsubscribe requests within five (5) days of such requests being added to the Company Suppression List. No less than daily during the term of this Agreement, You shall deliver, via e-mail, Your own list of suppressed e-mail address (es) that You collect in connection with Your e-mail marketing activities associated with any and all Programs ("Your Suppression List"). If no such e-mail address(es) are supplied to Company by You on a given day during the term of this Agreement, then Company may conclude that no such address(es) were collected on that day by You. The Company Suppression List, Your Suppression List and login provided by Company are deemed to be confidential information of Company. The Company Suppression List and Your Suppression List may not be used by You for any purpose other than to comply with applicable laws regulating e-mail transmissions.

13. Solicitation Disclosure.
You shall only distribute Publisher E-mail and/or e-mail-based Creative that include language in the body of the Publisher E-mail and/or e-mail-based Creative, as applicable that clearly and conspicuously identifies that the message is an advertisement or solicitation.

14. Privacy Policy.
Each Publisher E-mail and/or e-mail-based Creative that You distribute shall include a live, functioning hyperlink to an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies in general. Your e-mail marketing activities must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing from each domain associated with Your e-mail transmission.

15. E-mail Address Harvesting.
Company strictly forbids Publisher E-mail and/or e-mail-based Creative sent for the purpose (but not necessarily the sole purpose) of harvesting e-mail address (es) in order to send future unsolicited commercial e-mails.

16. Control Over the Distribution Process.
You shall immediately cease distribution of Publisher E-mail and/or e-mail-based Creative solicitations promoting any Program(s) upon notice from Company to You. You shall be permitted to use brokers or third parties to deliver Publisher E-mail and/or e-mail-based Creative; provided, however, that all such distributors shall be considered Affiliated Third Parties as defined above.

17. Infringement.
Your promotion of Programs via Publisher E-mail and/or e-mail-based Creative must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; and, must not result in any consumer fraud, product liability or breach of contract to which You are a party or cause injury to any third party.

18. Intellectual Property.
You shall not use Company's or its Advertisers' names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Company identifying information in the originating or return e-mail address line, header or subject line of any Publisher E-mail and/or e-mail-based Creative transmission unless otherwise directed to do so by Company in writing.

19. A Clear History.
You must have a strong track record of compliance with the terms and conditions of this AUP, as well as applicable laws, rules, regulations and industry standards governing the marketing and promotion of consumer goods via e-mail at all times, both prior to, and after, the commencement of Your relationship as an Publisher. You shall immediately alert Company in the event that any litigation or investigation ensues concerning Your e-mail practices, or the e-mail practices of Your parent entities, subsidiaries, affiliates and/or Your Affiliate Third Parties (regardless of whether such litigation relates to Your relationship with Company).

20. Truthfulness.
You must be clear, complete and forthcoming in all statements to Company, its Advertisers and such e-mail and/or e-mail-based Creative recipient.

21. Violations.
Company will strictly enforce a zero tolerance policy with respect to the transmission of e-mail marketing in violation of this AUP and/or the Agreement. Company reserves the right to shut down or disable any program at any point if it appears that a violation of this AUP or the Agreement has occurred. Company shall be the sole arbiter in all cases.

Search Policy

1. The following Clickso Search Acceptable Use Policy ("Search AUP"), our Publisher Terms and Conditions (the "Terms and Conditions"), the Email AUP, the Adware AUP and the Mobile AUP, each of which are expressly incorporated herein by reference, collectively constitute and are referred to herein as the "Agreement". The Agreement is the binding legal agreement between Clickso. ("Company") and you ("You" or "Your"), a user of Company’s website (the "Site") and the Company’s advertising network service ("Service"). You agree to use the Site, the Service, and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, this Search AUP is not an exhaustive recitation of all rules, regulations, standards and legal requirements governing Your conduct:
          a. as a Publisher (as that term is defined herein below) of Company; and/or
          b. in connection with Your distribution and administration of marketing campaigns in association with Search Marketing Programs ("Search Marketing Programs").

The Agreement states the minimum standards that You and Your Affiliated Third Parties (as defined below) must adhere to in light of current laws, rules and regulations governing, and industry best practices applicable to, the search marketing. In the event that any state or federal law, rule or regulation governing search marketing, is enacted or amended setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in such subsequently enacted or amended law, rule or regulation shall apply to You and Your Affiliated Third Parties.

2. Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification, and posted notification thereof, shall constitute Your consent to such modification. Therefore, You should regularly check the Site for any updates and/or changes. This Search AUP applies to and governs Your relationship with the Company in any and all matters associated with the Search Marketing Programs including, without limitation, as an Publisher in connection with your use of Company’s Service ("Publisher"). For purposes of the Agreement, "Publisher" means the individual or entity registering with Company to use the Service and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, in connection with your participation in any Search Marketing Programs. If You do not agree to the terms and conditions contained within this Search AUP and the Agreement in their entirety, You are not authorized to use the Service and/or Site in any manner or form whatsoever in connection with the Search Marketing Programs. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

3. Where authorized by both Company and the applicable Advertiser(s), the following terms apply to all content created in connection with any and all Search Marketing Programs by Publisher on behalf of such Advertiser(s) ("Search Marketing Content"). Company will allow Search Marketing Content to be used by Publisher in connection with any and all Search Marketing Programs that Publisher participates in where such Search Marketing Content, as well as the marketing practices of Publisher in general, comply with: (a) all applicable federal, state, provincial, foreign and local laws, ordinances, rules, regulations, statutes, court orders, judgments and decrees that govern search marketing and/or communications; and (b) any and all applicable Federal Trade Commission regulations. Compliance with the foregoing shall be determined in the joint discretion of Company and the applicable Advertiser(s). As referenced herein and throughout the Agreement, Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonableness with regards to any conditions set forth herein.

4. Without limitation, the conditions set forth herein shall apply equally to You, Your parent entities, owners, subsidiaries, predecessors and/or successor entities and any agents, officers, directors, employees acting on Your behalf, as well as any of Your affiliates, partners, distributors and/or other third parties with whom You do business while governed by the Agreement (collectively, "Affiliated Third Parties").

5. All Affiliated Third Parties must be approved by Company prior to their assisting You in connection with any Search Marketing Program governed by the Agreement. Company reserves the right to reject Your request to work with any Affiliated Third Parties and may restrict Your right to use any previously approved Affiliated Third Parties at any time and for any reason. You are responsible for ensuring that any and all such Affiliated Third Parties agree, in writing, to terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company upon request by Company. You must also have agreement from all Affiliated Third Parties to fully and completely indemnify Company for all damages arising from their breach of any of the provisions set forth herein and You must have the ability to terminate distribution with or procurement by Affiliated Third Parties immediately. Notwithstanding the foregoing, You shall be solely responsible for any breach of the provisions of the Agreement by Affiliated Third Parties.

6. Search Marketing Content utilized by Publisher in connection with any and all Search Marketing Programs must, at a minimum, comply with, as applicable, the Agreement and all applicable laws. In addition, Publisher must adhere to the following obligations, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:
         a) Clarity of Disclosures.
            (i) Company strictly restricts the display of potentially misleading terms via Search Marketing Content transmitted by You. Such misleading terms include, but are not limited to "free" and "free-like" language.
            (ii) Company strictly forbids the display of terms transmitted by You via Search Marketing Content that represent or imply that an Search Marketing Program is limited to certain geographical areas. (E.g., "Offer only valid to residents of New Jersey.").
          b) Consistency of Disclosures.
Without limiting any of the foregoing, all Search Marketing Content transmitted by You in connection with a Search Marketing Program must be consistent across that Search Marketing Program: from the Creative to the corresponding landing page(s), confirmation page(s) and/or other web pages that are linked to such Creative so as not to be misleading. Company shall determine, in its sole discretion, the Consistency of Disclosures associated with any Search Marketing Programs.
         c) Appropriate Search Marketing Content.
Company strictly forbids the display of sexually-explicit materials via Search Marketing Content transmitted by You. No Search Marketing Content may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions. As a Publisher, You represent and warrant that Your Search Marketing Content will not contain objectionable content (including, but not limited to, content that is misleading, deceptive, libelous, defamatory, obscene, offensive, violent, bigoted, hate-oriented, illegal and/or that promotes illegal goods, services or activities). Company will have final approval on all Search Marketing Content.
          d) Privacy Policy.
You shall conspicuously post a privacy policy on any and all website(s), landing page(s), confirmation page(s) and/or other web page(s) upon which you collect consumer information in connection with a Search Marketing Program. The privacy policy must comply with all federal and state privacy laws and meet the test of reasonable commercial best practices applicable to privacy policies. Your data protection, use and privacy practices must adhere to Your applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The privacy policy must be available for viewing via a clickable link. Such link must include the term "privacy" or "privacy policy."         e) Children.
Company strictly forbids You from transmitting Search Marketing Content to anyone under the age of eighteen (18). Notwithstanding the foregoing, You shall distribute only such Search Marketing Content that complies with all applicable laws dealing with children and marketing including, but not limited to, the Children’s Online Privacy Protection Act ("COPPA"), rules promulgated pursuant thereto and regulations regarding age restrictions for particular products.
          f) Keyword Bidding.
All keywords purchased by You in connection with an Search Marketing Program must:
            (i) Have some nexus to its corresponding Search Marketing Content so as not to be misleading.
            (ii) As applicable, meet the additional criteria specified by the applicable Advertiser.
         g) Social Media.
Company strictly forbids the use of social media profiles (e.g., MySpace, Facebook, Tribe) to advertise or distribute Search Marketing Content. This does not preclude You from purchasing keywords which reside on social media websites to advertise and distribute Search Marketing Content.
         h) Intellectual Property.
            (i) Your distribution of Search Marketing Content in connection with any and all Search Marketing Programs must not:
(1) utilize any copyright, patent, trademark, trade secret or other similar intellectual property right of any third party without their prior written consent;
(2) otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; or
(3) must not result in any consumer fraud, product liability or breach of contract to which You are a party.
            (ii) You shall not use Company or its represented Advertisers’ names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other Company-identifying information in any part of any Search Marketing Content transmission unless otherwise directed by Company in writing.
            (ii) You shall not falsely represent or imply that You are certified by any third-party in any part of any Search Marketing Content transmission. This includes but is not limited to falsely representing that Your website has been "certified by TRUSTe," or falsely representing that You are an "Official Partner" of a brand, a merchant or other corporation.

         i) A Clear History.
You must have a strong track record of compliance with the terms and conditions of this Search AUP, as well as applicable laws, rules, regulations and industry standards governing the marketing and promoting of consumer goods at all times, both prior to, and after, the commencement of Your relationship as a Publisher. You shall immediately alert Company in the event that any litigation or investigation ensues concerning You, Your parent entities’, subsidiaries’, Your affiliates’ and/or Affiliated Third Parties’ Search Marketing Content practices (regardless of whether such litigation relates to Your relationship with Company).
          j) Truthfulness.
You must be clear, complete and forthcoming in all statements directed at and concerning Company, its Advertisers and recipients of said Search Marketing Content.
         k) Violations.Company will strictly enforce a zero tolerance policy with respect to the publication of Search Marketing Content programs and services, as well as any and all marketing activities associated therewith. Company reserves the right to shut down or disable any program at any point if it appears that a violation of this Search AUP and/or the Agreement has occurred in Company’s sole and absolute discretion.

Downloadable Software

Clickso Acceptable Use Policy for Downloadable Software
The following Acceptable Use Policy ("AUP"), together with our Publisher Terms and Conditions, which are expressly incorporated herein by reference, (the "Terms and Conditions" and together with the AUP, the "Agreement"), is the binding legal agreement between Clickso ("Company") and you ("You" or "Your"), the user of Company’s website (the "Site"). You agree to use the Site, the Company’s advertising network service ("Service") and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Notwithstanding the foregoing, this AUP is not an exhaustive recitation of all rules, regulations, standards and legal requirements governing your conduct: (i) as a Publisher (as that term is defined herein below) of Company; and/or (ii) in connection with your use of Downloadable Software under the Agreement. Company reserves the right to make changes to the Site, the Service and/or the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Site. Your continued use of the Site and/or Service after any such modification and posted notification thereof shall constitute your consent to such modification. Therefore, you should regularly check the Site for any updates and/or changes. The Agreement applies to and governs your relationship with the Company in all matters including, without limitation, as a Publisher Partner of our Service ("Publisher"). For purposes of the Agreement, "Publisher" means the company or entity registering with Company as a Service Publisher and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same. If you do not agree to the terms and conditions contained within the Agreement in their entirety, you are not authorized to register as a Publisher, use the Service and/or Site in any manner or form whatsoever. Any capitalized terms not defined herein shall have the same meaning as set forth in the Terms and Conditions.

Use of Downloadable Software
The Creative and Offers made available in connection with the Service Programs are generally intended for placement on the Publisher Website and in the Publisher E-mails, not in downloadable software programs, also called adware, pop-up/pop-under technologies, plug-ins, as well as other designations ("Downloadable Software"). However, where Company and the applicable Advertiser each provides express written authorization, Company will allow such Programs to be included in/with Downloadable Software that meets with the requirements of all applicable federal, state and local rules, regulations, statutes, court orders and decrees, as well as the most stringent industry standards, as determined in the joint discretion of Company and the applicable Advertiser. Prior to Publisher’s coupling any Program(s) with any Downloadable Software, Company and the applicable Advertiser must first approve such Downloadable Software as evidenced by Company counter-signing that copy of the Company Downloadable Software Agreement ("DS Agreement") as previously signed and submitted by Publisher covering the subject Downloadable Software; provided, however, that any such DS Agreement shall only permit use of the Downloadable Software with those designated Programs as specifically set forth in the DS Agreement. No other Downloadable Software shall be permitted, nor may Publisher use the approved Downloadable Software in connection with any other Program without prior authorization. Company and/or the applicable Advertiser may reject your request to use Downloadable Software in connection with any Program and/or terminate your use of authorized Downloadable Software at any time and for any reason, in the joint discretion of Company and the applicable Advertiser. As referenced herein and throughout the Agreement, the terms "reasonable" and "unreasonable" shall be judgments made by Company and, where applicable, Advertiser, and no other party. Company and, where applicable, Advertiser, reserve the right, completely, jointly and exclusively, to establish the test for reasonability with regards to any conditions as set forth herein. Without limitation, the conditions set forth herein shall apply equally to You, as well as to any of Your publishers, partners, distributors or other third parties with whom you do business while governed by the Agreement (collectively, "Publisher Third Parties"). All Publisher Third Parties must be approved by Company prior to their assisting you in connection with any Program governed by the Agreement. You are responsible for ensuring that any and all such Publisher Third Parties agree, in writing, to terms and conditions no less restrictive than those contained herein, and You must submit all such written representations to Company prior to working with such Publisher Third Parties in connection with any Program. Company reserves the right to reject your request to work with any Publisher Third Parties and may restrict your right to use any previously approved Publisher Third Parties at any time and for any reason. If at any time during the term of the Agreement You would like to contract with or otherwise utilize an Publisher Third Party not previously authorized by Company, you must provide Company with prior notice, submit the applicable written representation that such Publisher Third Party has agreed to the terms and conditions of the Agreement and await Company’s express written approval of such Publisher Third Party prior to proceeding. All Downloadable Software must, at a minimum, satisfy the following conditions, as determined by Company and, where applicable, Advertiser, in their joint and exclusive discretion:

1. Informed User Consent.
Downloadable Software must not be installed on a user’s computer without first obtaining the user’s informed consent. Obtaining informed consent requires first giving users clear, concise, accurate information and notice about the material consequences of the programs that they are about to install in plain language including, without limitation: (i) a comprehensive license presented in full; (ii) the Downloadable Software vendor’s legal name, mailing address, phone number and place of incorporation (if any); (iii) a statement of effect of installation including, without limitation, any changes made to computer settings such as home page, connection provider, proxy, bookmarks, etc.; (iv) a statement of the information tracked, transmitted and/or collected, if any; (v) full-size examples of advertisements that they may receive as a result of downloading the Downloadable Software, if any; and (vi) disclosures of the frequency of advertisement display, as applicable. Such information and notice provided to the user must: (i) appear in a conspicuous manner, clearly distinguished from other on-screen text; (ii) remain on screen until the user grants or denies consent; and (iii) provide an option for providing additional explanation about the type of information to be collected, if any, and the purpose of such collection. The plain language used in the notice shall not be indirect or euphemistic. For example, without limitation: (i) if a program will show pop-up advertisements, proper notice and informed consent generally require use of the phrase "This program will show pop-up advertisements"; (ii) if a program will gather and transmit information about the user, the notice should read "This program will collect and transmit information about you"; or (iii) if the program uses information collected to target advertising to the user, the notice should read, "This program will collect information about Web pages that you access and will use that information to display advertising on your computer." Obtaining informed consent also requires a clear, unambiguous and affirmative manifestation of consent (for example: requiring a user to press an appropriate affirmative button such as "I agree" and not merely pressing "Next" or accepting a pre-checked box). There must be a separate manifestation of consent for each item of Downloadable Software loaded on to the user’s computer, and Publisher is prohibited from downloading a bundle of programs after receiving only one indication of consent. Without limitation, an ActiveX installation prompt (with nothing more) is not deemed to have obtained informed consent.

2. Control Over the Distribution Process.
The Downloadable Software installation directions and procedures must comply with the requirements set forth in this AUP. You, as a Publisher, must require that all distributors of the applicable Downloadable Software comply with these rules. One method of establishing and maintaining such distributor compliance is to mandate in Your agreements with distributors that they comply with the provisions set forth in this AUP and that each such distributor has established and maintained a record of effective AUP compliance, yielding no substantial violations related to the applicable Downloadable Software for a period of at least six (6) months or more.

3. Consistency of the Offer.
Ongoing and continuing use of Downloadable Software must not surprise users with notices, disclosures or behaviors inconsistent with the applicable Downloadable Software’s initial solicitation, disclosures and notices. For example, if the applicable Downloadable Software’s initial solicitation described the underlying software program as offering "free smileys," the applicable program cannot later add the requirement that users also accept pop-up advertisements.

4. Appropriateness of the Offer.
Downloadable Software must not solicit users via improper channels. Without limitation, solicitation on websites that are substantially intended for viewing by children is considered inappropriate and prohibited by Company and this AUP. Children’s websites may be identified via website language and/or formatting, common sense and/or factors established in Federal Trade Commission regulations including, but not limited to, the Children’s Online Privacy Protection Act ("COPPA"). Company expressly reserves the right to make the final determination as to the character and intended audience of any and all websites. Without limitation, solicitations substantially catering to children (e.g., cartoons, dolls, child-oriented games, etc.) are not appropriate. Without limitation, solicitations are not appropriate at any website not satisfying the requirements of Section 2 of the Terms and Conditions.

5. Fair Value to Users.
Downloadable Software must offer users a genuine, substantial benefit in exchange for the consideration represented by accepting the underlying advertisements (the "Benefit"). If the Downloadable Software merely shows advertisements, without offering anything substantial in return (no Benefit), it is unlikely that the underlying software program offers users a fair value. If the underlying software program’s claimed Benefit is otherwise generally available elsewhere at no cost, the program is unlikely to offer users a fair value. If the underlying software program’s claimed Benefit is a mere trinket or triviality, the program is unlikely to offer users a fair value. If a program’s advertisements appear whenever a user uses his computer, or whenever a user uses his web browser, even if the user never makes use of the program’s Benefit, then the program may not offer users a fair value. Company reserves the right to determine, in its sole discretion, if the Downloadable Software’s claimed Benefit represents a fair value to users.

6. Transparency in Operation.
Users must easily be able to identify and understand the nature of the Downloadable Software’s effects both prior to, and after, installation. If the Downloadable Software displays advertisements outside of its program window, each such advertisement must be labeled with the Downloadable Software program name. Each such advertisement must include a link, button or other mechanism whereby a user can learn more about: (i) the Downloadable Software presenting said advertisement; (ii) the specific manner in which the Downloadable Software was installed (including what offer is associated with that Downloadable Software); (iii) the specific date and time that the Downloadable Software was installed; and (iv) how the Downloadable Software can be removed (including a removal feature requiring not more than two (2) additional clicks). Without limiting the generality of the foregoing, the Downloadable Software and associated information, disclosures and notice, must not: (i) falsely claim that the Downloadable Software will be disabled by the user's actions; (ii) remove or disable security software; or (iii) take control of the computer (by accruing dial-up charges, or by opening a series of advertisements that can only be stopped by turning off the computer).

7. Advertising Frequency and Intrusiveness.
Downloadable Software must not show advertisements that are unreasonably frequent or unreasonably intrusive. Company reserves the right to determine, in its sole discretion, if the Downloadable Software’s advertising frequency and/or intrusiveness is reasonable.

8. Advertising Placement.
Each advertisement shown via the Downloadable Software must appear entirely on-screen, with no portion of its body or title bar off-screen. Each advertisement shown via the Downloadable Software must be reasonable in size, and may not unreasonably cover (or reduce the visible area of) any underlying web page that a user had requested. An advertisement shown via the Downloadable Software may not wholly replace, or redirect a user away from, the page or website that the user had requested. Advertisements triggered in response to the user’s attempt to access a specific web address or search of a trademark are strictly prohibited absent the express consent of the applicable website and/or trademark owner, as applicable.

9. Advertising Dismissal.
Each advertisement shown via the Downloadable Software must be closable by a user using ordinary operating system functions. Without limitation, on standard Windows operating PCs, freestanding advertising windows ("pop-up" and "pop-under") must be closable by clicking the upper-right hand corner "X," the upper-left hand corner "Control Menu," the Alt-F4 key, right-clicking on the applicable advertisement’s title bar (and choosing "Close") and/or right clicking a Taskbar entry (and choosing "Close"). This ability to close such advertisements must be accompanied by an option to facilitate the removal of the Downloadable Software itself at each instance of advertisement presentation.

10. Legitimate Advertising Formats.
Downloadable Software must not display advertising in illegitimate formats, outside of ordinary commercial norms. Without limitation, each of the following advertising formats requires special explicit user consent, which shall consist of a specific question to the user, clearly articulating the specific action to be taken and which must allow the user to grant or deny consent without any collateral consequences: (i) placing icons on a user’s desktop or "Start Menu" (or similar location); (ii) directly routing the user to specific websites; and/or (iii) adding entries to a user’s "Favorites" menu (or similar location). Downloadable Software may not be used to attack another program, to record a user’s passwords, or to send bulk e-mail to other users.

11. Privacy Policy.
Downloadable Software must include an associated privacy policy that meets the test of reasonable commercial best practices applicable to privacy policies. Downloadable Software must adhere to its applicable privacy policy, in both letter and in spirit, in all respects and with no exceptions. The subject privacy policy must be available for viewing prior to the Downloadable Software program’s installation procedure and thereafter, as well as from such program vendor’s website.

12. User information and support.
The maker of the applicable Downloadable Software must maintain a website that provides information about such program, its general purposes and effects and how it can be removed from a user’s computer. The website must provide, at a minimum, the vendor’s legal name, mailing address, phone number and place of incorporation (if any). The website must include an adequate and reasonable mechanism for users to obtain technical support for issues such as troubleshooting and removing the Downloadable Software.

13. Removal.
A user must be able to remove Downloadable Software via the standard function within the user’s operating system (e.g. Control Panel – Add or Remove Programs). A removal procedure must be free of cost and may not unreasonably hinder removal, e.g. via extended procedures, convoluted language or confusing user interface elements or placement.

14. Appropriate Naming.
Downloadable Software must use a consistent, single, clear name. That name must be shown in the Downloadable Software program’s initial advertising (i.e. to recruit users), in its installation notice and consent procedures, on any advertising and in its uninstall procedure. A Downloadable Software program may not use multiple names within the scope of its relationship with a single user. A Downloadable Software program may not change its name unreasonably frequently (including, without limitation, more than once per twelve-month period). The company responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names in its dealings with multiple users. The entity responsible for producing and/or distributing the applicable Downloadable Software may not use an unreasonably high number of product names or brand names to obfuscate, hide or otherwise confuse its identity. Program names, and company names, may not be substantially misleading, confusing, duplicative, generic or hard to locate via a standard search (e.g. "Windows Plugin," "Search Toolbar," "Click Yes").

15. Appropriate Advertisements.
Company strictly forbids the display of sexually-explicit materials via the Downloadable Software No Downloadable Software may display content that fails to satisfy all of the requirements of Section 2 of the Terms and Conditions.

16. Advertiser Knowledge and Consent.
The applicable Advertisers’ Creative and/or Offers should not appear in Downloadable Software except when such Advertisers specifically approve of those placements. Company Creative and/or Offers may not be displayed within third-party traffic purchases from Downloadable Software (whether in the form of pop-ups, pop-unders or via any other media).

17. Fair Value to Advertisers.
Downloadable Software must offer Advertisers a bona fide value in exchange for Advertiser payments. Downloadable Software must generate bona fide Events on behalf of Advertisers. Without limitation, where the applicable Event is the generation of a lead, the Event shall not be considered a bona fide Event if it is associated with a user: (i) already at an Advertiser website; (ii) already at the website of an publisher of an Advertiser; or (iii) actively searching for an Advertiser website.

18. Fair Treatment of Other Publishers.
Downloadable Software must not reduce payments paid to other Publishers of Company. Without limitation, Downloadable Software must not interfere with a transaction in which another Publisher is to receive payment.

19. Keeping Good Company.
Downloadable Software must not come bundled with programs that violate the terms and conditions of the Agreement.

20. A Clear History.
The Downloadable Software, and such Downloadable Software’s vendor, must each have a strong track record of compliance with the terms and conditions of this AUP, as well as applicable laws, rules, regulations and industry standards during, at a minimum, the course of the twelve (12) months preceding the submission, by Publisher, of a DS Agreement. Without limitation, even non-trivial violations within the preceding twelve (12) months will generally render Downloadable Software ineligible for Program consideration. For certain Downloadable Software and certain types of violations, prior violations may render a the Downloadable Software ineligible for Program consideration even if the violations occurred more than twelve (12) months in the past, as determined in the sole discretion of Company.

21. Truthfulness.
The applicable Downloadable Software’s vendor must be clear, complete and forthcoming in all statements to Company, its Advertisers and end users. Company shall determine, upon Company’s initial investigation of the applicable Downloadable Software’s installation procedure and operation, whether the applicable Downloadable Software’s vendor is in compliance with these requirements, and any other requirement set forth in the Agreement. If the Downloadable Software’s operation changes (or is expected to change) in any substantial way, including in any way that could affect compliance with any of these AUP rules, the Downloadable Software’s vendor must notify Company at the earliest possible opportunity. If the Downloadable Software’s vendor learns of any breach of these AUP rules, the vendor must notify Company immediately.

Clickso’s Compliance Guidelines

Clickso Compliance Guidelines
Clickso believes that Advertising Compliance is of the utmost importance when it comes to Online Marketing. Clickso has a zero tolerance policy when it comes to Compliance. Together as industry we believe it is important for everyone, including Advertisers, Publishers, and Technology Service Providers, to comply with every law and respect the rights of third parties, in all aspects of performance marketing. This is why Clickso evaluates every advertisement before agreeing to provide traffic, screens each Publisher before granting access to the Network, and actively monitors for Compliance and Fraud once a campaign is live.

Clickso’s Compliance Guidelines for Advertisers, Networks and Agencies are as follows: Each advertisement and all campaign materials provided and linked to must comply with all applicable laws, regulations and most not violate the rights of any third parties. This means that your advertisement must not be false, misleading or deceptive, and you must have valid proof to support any claims made in the advertisement. The Advertiser, Network or Agency must also have the necessary licenses, permits or authorization to run the advertisement, product or service, and may not use any trademarked or copyrighted material without consent, and must agree to indemnify Clickso for any violations of the law, regulations or rights of third parties.

Clickso’s Compliance Guidelines for Publishers and Affiliates are based on one simple principal: Follow the rules and obey the law. It’s that simple. Clickso has a zero tolerance for Publisher Compliance. Below are a few of the main guidelines, however this list does ot include all of the laws and regulations that Publishers and Affiliates must follow and it is the Publisher and Affiliates responsibility to ensure they are familiar with all applicable laws and regulations.

  • Publishers must only use html/text creative, from and subject lines provided by Clickso. Any changes to provided materials must be approved in writing by Clickso prior to use.
  • Publishers must disclose upon request all Internet Protocol (IP) addresses which they use to conduct any performance marketing activities, including IPs used for sending email messages.
  • Social Media - For any traffic generated through a social network Publishers must comply with all rules and regulations of that social network in addition to all other laws and regulations.
  • SEO - For traffic generated via SEO Publishers may not bid on any trademarked or copyrighted search terms or violate any intellectual property rights of any third party; and Publishers must comply with any rules and regulations of the search provider.
  • Publishers must comply with each and every State and Federal law and regulation. Publishers must be familiar with the laws that apply to their conduct and must strictly follow those laws. Publishers who violate the law or breach their Agreement will face strict consequences and may be held legally responsible in court for damages caused by their breach of Compliance.
  • All advertisements sent via email must be compliant with the CAN-SPAM ACT 2003, as amended, and all other applicable laws and Publishers must comply with the following:
  • Publishers may only mail to consumers who have opted-in to receive commercial emails.
  • Publishers will maintain opt-in records including the name of the collecting website, the time and date the consumer opted-in, the IP address used by the consumer and a copy of the website privacy policy.
  • Publishers will provide a clearly and conspicuously displayed mechanism for recipients to opt-out.
  • Publishers will honor opt-out requests.
  • Publishers will scrub its data against the advertiser’s suppression list prior to every campaign.
  • Publishers will only send from its servers and will not hack or send through other servers.
  • Publishers will not relay mail through servers other than their own.
  • Publishers will not spoof or redirect from other websites in order to gain traffic.
  • Publishers will only register domains with true and correct information.
  • Publishers will only register IPs with true and correct information.
  • Publishers will include the advertiser’s opt-out info in every email.
  • Publishers will include their name, address and opt-out link in every email.
  • Publishers will not send any emails that include content that is illegal, obscene, pornographic, shows nudity, indecent, or offensive to the average reasonable person.
  • Publishers will not send emails that infringe on any trademark, copyright, privacy or other intellectual property rights.
  • Publishers will not send emails that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups or that contains an unauthorized download to the end-user’s computer.
  • Publishers will not send email that appears or purports to be from someone other than Publisher.
  • For further see: http://www.ftc.gov/bcp/edu/pubs/business/ecommerce/bus61.shtm