PUBLISHER SERVICE AGREEMENT

Click here for Advertisers' Terms of Service

This Publisher Service Agreement ("Agreement") is made by and agreed to between AffiliatePLY, AFFILIATEPLY.COM or PLYmedia Inc., (together "AffiliatePLY"), a Delaware corporation, including its direct and indirect subsidiaries and affiliates and you ("You" or "Publisher"). As a service provider, AffiliatePLY facilitates "Performance Marketing Programs" by providing services ("Affiliate Network Service" or "Service") via the Internet. A Performance Marketing Program ("Program") is where a person, entity, affiliate or its agent, operating "Web site(s)" (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to another's Web site or Web site content ("Publisher") may earn financial compensation ("Payouts") for "Transactions" (actions by Visitors as defined by the Advertiser) referred by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent) through an Internet connection ("Link") to a Web site or Web site content operated by another person or entity ("Advertiser") from an Advertiser authorized promotional method used by such Publisher. The Advertiser compensates the Publisher via AffiliatePLY, in accordance with this Agreement and the Program Payout specifications.

1. Participation in Programs

Acceptance by Advertiser. During this Agreement You may apply to Advertiser Programs for the opportunity to earn Payouts by promoting Advertisers in accordance with the Advertiser's Program terms and complying with this Agreement. Upon approval by the Advertiser for acceptance into its Program (whether automatic or manual), You may display (and remove) Links to Advertiser's Web site or Web site content in accordance with the Advertiser's Program terms and this Agreement. An Advertiser's acceptance of You extends only to the entity, or individual, that enters into this Agreement with AffiliatePLY.
Program Terms. The details of an Advertiser's Program shall be available through the Affiliate Network Service. Transactions qualifying for a Payout are defined by the Advertiser. Advertisers may change any Payout rate upon no less than 7 days written notice through the Affiliate Network Service with effect from the 8th day (or such later date as specified by Advertiser).
Additional Terms. Publishers and Advertisers may enter into direct contractual relationships through the apply to join process in the form of a click-through agreement hosted by AffiliatePLY ("Click-through Agreement") or in the form of an offer made to You by Advertiser via the members' area on the Network Service ("Offer"). It is Your obligation to review and accept or decline a Click-through Agreement or Offer when such is presented to You. If accepted by You, compliance with the Click-through Agreement or Offer is solely Your responsibility. The terms and conditions of the Click-through Agreement or Offer may supersede or conflict with this Agreement and shall apply only with respect to Your relationship with that particular Advertiser.
Prohibited Uses of Links:
1. Locations. You may not place Links to an Advertiser's Web site or Web site content in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks. Publishers using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by the Advertiser.
2. Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
3. Infringement. None of Your promotional activities may infringe an Advertiser's proprietary rights (including but not limited to trademark rights) or AffiliatePLY’s proprietary rights, or a third party's proprietary rights.

2. Publisher Obligations to AffiliatePLY

Publisher Web Sites. You agree to provide AffiliatePLY with accurate information about the Web Site (including URL) that shall be used to distribute the AffiliatePLY video ads and content. Approval of the Web Site shall be provided at AffiliatePLY’s sole discretion. You further agree to post the video tags and ads (as provided to You by AffiliatePLY) only on the Web Site You provided and that has been approved by AffiliatePLY and shall not post any AffiliatePLY video tags or ads on any Web Site not approved (including other landing pages or Web Sites controlled or managed by You and related to the approved Web Site without expressed written approval from AffiliatePLY). If AffiliatePLY determines that such video tags or ads are being posted on non-approved Web Sites, AffiliatePLY may, at its sole discretion, reduce any payouts earned from such Web Sites (including the approved Web Site for breach of these terms of use) and may cancel Your participation in the AffiliatePLY program. You further agree to indemnify AffiliatePLY against any claims by any advertiser, partner, agency, network, user or other third-party that the video tags and ads violate the accepted use of such by posting them on any non-approved Web Site. You further agree that failure to abide by this or any other clause of these terms of use may cause You to forfeit any payouts due.
Accurate, Up-to-Date Information. You agree to provide AffiliatePLY and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date "Account" information (such as contact information, Web sites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as "special". Special programs are linked to promotional methods and practices considered unique and may require manual approval and acceptance by the Advertiser. AffiliatePLY reserves the right to define any program as special.
Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, fraudulent, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the Advertisers' Program terms and this Agreement, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate Your Publisher Account as "special" if You promote an Advertiser(s) by any means other than displaying a Link to the Advertiser on Your Web site. AffiliatePLY must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in AffiliatePLY's sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the Affiliate Network Service, is grounds for immediate termination of this Agreement or deactivation of Your Account.
Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws (both US and international) and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the AffiliatePLY Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii) end-user agreement requirements, (iii) afsrc=1 requirements, (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser) and (v) non-interference with competing advertiser/ publisher referrals.
Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tracking Code to collect personally identifiable information of Visitors that would allow AffiliatePLY to personally identify Visitors.
Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including AffiliatePLY’s tracking technology, use of cookies and options for discontinuing use of such cookies.
Applicable Codes and Code Maintenance. In order for AffiliatePLY to record the tracking of Visitors' Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain an AffiliatePLY "Tracking Code" within the Advertiser's Links. All Advertiser Links and all advertisements ("Ad Content") must be in an Affiliate Network Service compatible format.
Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through AffiliatePLY’s negligent or willful conduct or omission). You shall provide AffiliatePLY with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

3. AffiliatePLY's Services

The Affiliate Network Service. AffiliatePLY provides an Affiliate Network Service by allowing approved Affiliates and Publishers to generate commission payouts from approved Advertisers by embedding an Advertiser’s content (video or banner), the "Content" on the Publisher’s Web Site. The Content is provided by the Advertiser who assumes sole responsibility for its accuracy, offer and content. The Content is made available to AffiliatePLY and Affiliates by the Affiliate Network Service for its Performance Marketing Program. The Content may include additional content or derivative content as determined by the Advertiser which may be overlaid on the Content. An approved Affiliate may embed the Content on its Publisher Web Site provided the Affiliate agrees to the terms and conditions of this Agreement and any terms and conditions set by the Advertiser (as may be found on the Advertiser’s offer page at AFFILIATEPLY.COM). The Content shall also include a Link to the Advertiser’s URL (landing page, registration page, or other content page as determined by the Advertiser) where a Visitor who is directed to the Advertiser’s URL may perform the specified action. Completed actions are monitored and tracked by AFFILIATEPLY.COM to the Affiliate (by means of the embed code which includes the Affiliate’s ID).
Advertiser’s Offer. The Advertiser’s Offer may be found on the Advertiser’s offer description page at AFFILIATEPLY.COM including, but not limited to, the types of transactions, the Affiliate shall be paid (click, lead, sale, impression or other, each a "Transaction"), the amount of commission to be paid (fixed amount or percentage of sale or revenue share), special conditions and terms of the Offer, Tracking Gap (amount of time in which a Visitor directed to the Advertiser by an Affiliate shall be credited with the transaction), Pending Sale information (the time that a sale is considered pending until approved by the advertise), Void information (the time in which a sale can be voided by the Advertiser) and Link information. Affiliate agrees to be bound by the terms and conditions of the Offer.
Service and Support. AFFILIATEPLY.COM will provide support for the Service as indicated on the AFFILIATEPLY.COM Web site and in accordance with the terms and conditions and are provided AS-IS as set forth in this Agreement that supersede any other Agreement. AFFILIATEPLY.COM may be contacted at support@affiliateply.com or at affiliates@affiliateply.com for any Service or support inquiries. Online help is also available at under the FAQ section.
The Videos. The Service enables an Affiliate to embed an Advertiser’s video at their Web Site. The Videos are provided by the Advertiser, who assumes sole responsibility for its content. Affiliate acknowledges that the embedding of video on their Web Site, may affect the functioning (loading, speed, or other function) of the Web Site. While AffiliatePLY uses globally recognized content delivery networks and systems for the delivery of the Video and Content, by using the Service, Affiliate hereby recognizes that delays and such may occur and the Affiliate shall not hold AffiliatePLY liable for any delay or problems that may occur while using any aspect of the Service or embed of the Video at the Web Site. AFFILIATEPLY.COM does not guarantee the delivery of the Video, Content or Links but shall make every effort to deliver such Video, Content and Links.
Tracking Transactions and Payouts.AffiliatePLY shall determine (where possible) actual Payouts that should be credited to Your Account. Payouts shall be determined based on the information tracked by AFFILIATEPLY.COM and provided to AFFILIATEPLY.COM from the Advertiser for completed transactions. Once a sale, lead or other transaction is completed by a Visitor, the transaction may be automatically approved or may be considered a pending sale (see Advertiser’s Offer page for pending sale details) at which time the commission shall be credited to the Affiliate’s account. From the transaction date, the transaction shall be considered pending (for purposes of payout) for a period to allow the Advertiser to Void the commission or transaction for Charge-backs (see below) for the remainder of the current month of the transaction, plus one month (or a minimum of 30 days), (the "Pending Period"). After the Pending Period, any Commission due shall be paid to the Affiliate and the Advertiser will no longer be able to reverse the sale (although Charge-backs may still be applied). Payout of any commissions earned shall be final upon the completion of the Pending Period. All payments to Affiliates, including bonuses or rewards, shall be processed through AFFILIATEPLY.COM. Payments to Affiliates are made when the Affiliates account balance reaches $100 (PayPal and checks) or $300 (wire transfer) or more for the previous months' transactions after the Pending Period (see "Facilitating Payment of Payouts" for payout details). AffiliatePLY may, in AffiliatePLY's sole discretion, apply an estimated amount of Payouts, if: (i) You are referring Visitors to Advertiser as verified by clicks through Links to Advertiser with AffiliatePLY Tracking Code, (ii) where there is an error in Advertiser's transmission of Tracking Code data to AffiliatePLY, and (iii) where AffiliatePLY is able to utilize a historical analysis of Your promotion of Advertiser to determine an equitable amount of estimated Payouts. All Transactions may be subject to a transaction fee by AffiliatePLY.
Charge-backs. An Advertiser may apply, or AffiliatePLY may apply, a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of : (i) product returns, cancellations or other voided transactions (as may be defined in the Advertiser Terms of Use); (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (v) Publisher failure to comply with Advertiser's Program terms or other agreement with Advertiser ("Charge-back"). Charge-backs may be applied to Your Account at any time, including previous payment cycles.
Access to Tracking and Reporting Tools. AffiliatePLY shall provide You with access to tracking and reporting tools, and to support services. From time to time AffiliatePLY may offer optional services for a fee. Fees for such optional services are at AffiliatePLY's then-current published rates or as may be quoted by AffiliatePLY, and are payable in advance or may be off-set against Your positive Account balance (at AffiliatePLY's discretion). Tracking detail regarding Visitor Transactions may not available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. AffiliatePLY may make available, for fees that AffiliatePLY shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Affiliate Network Service.
Facilitating Payment of Payouts. Subject to other provisions in this Agreement, AffiliatePLY shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Advertiser's Payout rate and Program terms for the relevant Transaction. You agree to provide AffiliatePLY with accurate and up-to-date information for the payment of any Payouts. Failure to provide such payment information, may delay payment to You. AffiliatePLY shall not be liable for any payment delays as a result of any delay in payments. On the 20th day of each calendar month (following the pending and void periods), AffiliatePLY will issue to You any positive balance in Your Account for Transactions reported for the previous month (subject to the Payout terms with the Advertiser including but not limited to Pending Periods), provided Your Account balance exceeds the required "Minimum Account Balance." Payout of the AffiliatePLY’s Account balance shall be made provided the transactions during the month exceed the Minimum Account Balance. In the event that an Affiliate’s Payout does not reach the Minimum Account Balance for said month, the unpaid Account balance shall be added to the following month’s transactions and Payout to the Affiliate shall be made on the payout date after the Account balance has exceeded the Minimum Account Balance. Except indicated otherwise by the payout terms of an Advertiser, transactions shall be considered pending for one month (minimum 30 days) following the approved transaction by the Advertiser for the previous month’s period. During this Pending Period, transactions may be declined or cancelled by the Advertiser. For example, if during June, an Affiliate had transactions where commissions due to the Affiliate were $150, July shall be the Pending Period for the June transactions for purposes of calculating payment and Payout. Payment for approved June transactions shall be made by AffiliatePLY on the 20th day of the month following the Pending Period (the "Payout Date"). In the example above, the payment would be made on August 20. AffiliatePLY shall have no obligation to make payment of any Payouts for which AffiliatePLY has not received payment from the relevant Advertiser of all monies due to AffiliatePLY (including for all Payouts owed by such Advertiser to all of such Advertiser's Publishers). In the event that an Advertiser’s Payout is extended beyond the default Advertiser payment period, the specific Advertiser’s payout terms and conditions shall be indicated on the Advertiser’s account page and the payout to the Affiliate shall be made in accordance with such terms. Advertiser Payout terms are subject to change and are determined by the Advertiser. An Advertiser’s Payout terms shall supersede the Payout terms of AffiliatePLY, but shall not be less than the payout terms of AffiliatePLY. If AffiliatePLY elects, in its own discretion, not to make payment to You for amounts not received from an Advertiser, those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and AffiliatePLY disclaims any and all liability for such payment. You may elect to receive payment in any of the currencies that AffiliatePLY supports (as may be amended by AffiliatePLY). The conversion rate shall be determined in accordance with AffiliatePLY's operating standards using the rates prevailing upon the date that payment is made to You, or upon the basis of historical conversion rates if rates are unavailable. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by AffiliatePLY, shall be final and binding on You. Payout methods available for payout may be selected during your registration process (and may be updated through AffiliatePLY’s system). Payout of payments may incur fees (as may be determined by AffiliatePLY) based on the method available and selected. AffiliatePLY shall reduce the Payout to the Affiliate by the fee or fees incurred in connection with the payment method as determined by the Affiliate.
Dormant Accounts. If Publisher's Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period ("Dormant Account"), a dormant account fee at AffiliatePLY's then-current rate shall be applied to Publisher's Account each calendar month that Publisher's Account remains an open yet Dormant Account or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. Transactions will not be counted if the Transaction subsequently becomes a Charge-back.
Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. When You have a negative balance, You must immediately remit payment to AffiliatePLY in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly.

4. Registration

To sign up as an Affiliate of AFFILIATEPLY.COM and to use the Service as an Affilaite you must be at least 18 (eighteen) years of age, and may be required to supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN AFFILIATEPLY.COM: ADULT SITES, SITES THAT DISPLAY ADULT CONTENT OR BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES.
As part of the registration process, You may be required to select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide AFFILIATEPLY.COM with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that AFFILIATEPLY.COM may rely on any data, notice, instruction or request furnished to AFFILIATEPLY.COM by You which is reasonably believed by AFFILIATEPLY.COM to be genuine and to have been sent or presented by a person reasonably believed by AFFILIATEPLY.COM to be authorized to act on Your behalf. You shall notify AFFILIATEPLY.COM by e-mail at affiliates@affiliateply.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by AFFILIATEPLY.COM and referral to the appropriate law enforcement agencies.

5. Accepted Use

You represent to AFFILIATEPLY.COM that all content and Web Sites You provide to the Service or use as part of the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights), and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States (for example, online gaming restrictions) and complies with AFFILIATEPLY.COM's terms. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish or use as part of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As AFFILIATEPLY.COM may not review all information provided by You, You shall remain solely responsible for Your content and Web site.

6. Proprietary Rights

Linking to Advertisers. For each Advertiser's Program that You have been accepted to, the Advertiser is granting to You the a revocable, non-exclusive, right and license and sublicense to display and Link to the Advertiser's Web site or Web site content in accordance with the Advertiser's Program terms for the limited purposes of Promoting the Advertiser's Program, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between AffiliatePLY and Publisher, AffiliatePLY owns all rights in and to all information regarding the Visitors that You refer to Advertisers through AffiliatePLY.
Licenses to Advertiser’s Trademarks. You, the Affiliate, are hereby granted by AFFILIATEPLY.COM and the Advertiser, a non-exclusive, limited, revocable right to sublicense the use of Advertiser provided trademarks, banners, Video and other content as provided to AFFILIATEPLY.COM or Affiliates through AFFILIATEPLY.COM. All images, technology, Video, creative work, derivative work and other content (together the "Works") provided for AFFILIATEPLY.COM and Affiliate use is and shall remain the sole property of the Advertiser (or the rightful owner of such Works where Advertiser has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser’s sole property, including rights in and to any derivatives thereof. Affiliates may not modify the trademarks, banners, Video or other the content or any of the images provided by Advertiser in any way, unless given explicit permission to do so.
License to Use the Videos. You are hereby granted, by the Advertiser, the right to distribute, display and perform such Videos on your Web Sites, all for non-commercial, commercial and personal use. You further hereby authorize AFFILIATEPLY.COM to allow for Visitors at your Web Sites to create user-generated content on Your Video (in the event such a service is allowed by AFFILIATEPLY.COM and the Advertiser). AFFILIATEPLY.COM shall be not responsible neither for the Video, the Video content, the content of the Advertiser’s Web Site, the content of the Affiliate’s Web Site or content of any third-party site for which Links are directed. AFFILIATEPLY.COM does not control or monitor the PLY content created using its Service and shall not be liable, in any case, for illegal, infringing or inappropriate content created. Creation of PLY content (if applicable) may require user acceptance of PLYmedia’s Terms of Use and Privacy Policy which may be found at www.plymedia.com. Creation of PLY content may be produced by PLYmedia or by a third-party with whom PLYmedia has contracted.
Revocation of Licenses Granted. Advertiser or AffiliatePLY may immediately terminate an Affiliate license to use the any of trademarks, service marks or Works, if Advertiser or AffiliatePLY reasonably believe that such use dilutes, tarnishes or blurs the value of their marks or violates the license granted or Service. Affiliate acknowledges the Advertiser’s or AffiliatePLY’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Advertiser. Should the Advertiser wish to terminate an Affiliate license, due to any of the conditions listed above or for any reason, AFFILIATEPLY.COM will provide the Affiliate’s contact information to the Advertiser. The Affiliate acknowledges that AFFILIATEPLY.COM has no further obligation or requirement to assist the defense of any claim made against the Affiliate by an Advertiser for alleged or actual unauthorized or non-licensed use of the marks and AFFILIATEPLY.COM nor its parent, subsidiary or related companies, shall be liable for any claim as a result of an Affiliate’s (alleged or actual) unauthorized, non-licensed use or other damage that may arise.
AffiliatePLY's Use of Your Marks. You authorize AffiliatePLY to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to AffiliatePLY through Your Account to promote Your participation in the Affiliate Network Services.
Your Use of AffiliatePLY's Proprietary Rights. You agree that Your use of any AffiliatePLY and Your use of any AffiliatePLY or PLYmedia trademarks, service marks, tradenames, and/or URLs (such as but not limited to, www.affiliateply.com) is subject to the license and terms of use that are available from such Web site ("Terms of Use"). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of AffiliatePLY.
Retention of Rights. All proprietary rights of Advertisers, You, and AffiliatePLY, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
No Challenge to AffiliatePLY's/Advertiser's Proprietary Rights. You acknowledge that You obtain no proprietary rights in AffiliatePLY 's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge AffiliatePLY's proprietary rights. You acknowledge that You obtain no proprietary rights in Your Advertisers' proprietary rights, and agree not to challenge such Advertiser's proprietary rights.
Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by AffiliatePLY from such data is the sole and exclusive property of Advertiser and AffiliatePLY and is considered AffiliatePLY's Confidential Information pursuant to this Agreement. AffiliatePLY and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

7. Confidentiality

Obligations. You or AffiliatePLY may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to AffiliatePLY any Confidential Information provided by AffiliatePLY to You under this Agreement.
Provision of Info to Advertisers/Third Parties. You agree that AffiliatePLY may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Web site name, the date the website or subscription email first entered into operation, and visitor demographics) to Advertisers. AffiliatePLY may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in AffiliatePLY's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

8. Term, Termination, Deactivation and Notices

Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the AffiliatePLY Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Publisher Service Agreement with AffiliatePLY, and any attempt to do so shall be null and void.
Termination by Advertiser. An Advertiser may terminate You, one of Your Web sites, or Your ability to use a promotional method, from the Advertiser's Program for any or no reason, upon 7 days written notice with effect from the 8th day. Additionally, Advertiser may terminate You from the Advertiser's Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring an Advertiser's trademarks, tradenames, and/or service marks, or for Your material breach of the Advertiser's Program terms or of this Agreement.
Termination or Deactivation by AffiliatePLY. AffiliatePLY may terminate You, one of Your Web sites, or Your use of a promotional method, from an Advertiser's Program, at any time in AffiliatePLY's sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Advertiser's Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts. AffiliatePLY may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) You maintain a negative balance in Your Account; (iv) AffiliatePLY determines You are diluting, tarnishing or blurring AffiliatePLY's proprietary rights; (v) You begin proceedings to challenge AffiliatePLY's proprietary rights; or (vi) a third party (including a AffiliatePLY Advertiser) disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Web site, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination.
Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for AffiliatePLY, via registered mail, return receipt requested or via an internationally recognized express mail carrier to PLYmedia Inc. 4131 El Camino Real, Suite 6, Palo Alto, CA 94306, USA, (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as AffiliatePLY does not receive an error message regarding delivery of the email) or five (5) days after mailing).
Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by AffiliatePLY to You within 90 days of the termination date, and any outstanding debit balance shall be paid by You to AffiliatePLY within 30 days of termination of this Agreement. Payments made after 30 days of termination may accrue interest in the amount of 1.5% per month of the amount owed. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
Changes to the Affiliate Network Service. AFFILIATEPLY.COM reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, AFFILIATEPLY.COM will notify You via e-mail, newsletter or the AFFILIATEPLY.COM Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy.

9. Representations, Warranties, Disclaimers and Limitations

Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or Your Advertisers liable for any of the consequences of such interruptions. AffiliatePLY may modify the Affiliate Network Service, or discontinue providing the Affiliate Network Service, or any portion thereof, at any time.
Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Web site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web site(s) and Your promotional methods do not and will not infringe any third party, AffiliatePLY’s Advertiser, or AffiliatePLY’s, proprietary rights; and (iv) You shall remain solely responsible for any and all Web sites owned and/or operated by You and all of Your promotional methods. AffiliatePLY may or may not review all content on Your Web site or used by You in Your promotional methods.
Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory (for example, laws related to online gaming in the United States), and warrant that no promotion method used by You or the content of Your Web site(s) will render AffiliatePLY liable to any proceedings whatsoever.
Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF AFFILIATEPLY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY AFFILIATEPLY UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT AFFILIATEPLY SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. AFFILIATEPLY.COM WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. AFFILIATEPLY.COM SHALL NOT BE RESPONSIBLE FOR ANY SYSTEM DOWNTIME. AFFILIATE FURTHER AGREES NOT TO HOLD AFFILIATEPLY.COM LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AFFILIATEPLY DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT AFFILIATEPLY'S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEB SITE, OR (F) INTERFERENCE OR DELAY WITH THE FUNCTIONING OF THE PUBLISHER’S WEB SITE AS THE RESULT OF THE PUBLISHER’S USE OF THE AFFILIATEPLY SERVICE OR ADVERTISERS VIDEOS. THE ADVERTISER’S VIDEOS SHALL BE EMBEDDED AT THE PUBLISHER’S WEB SITE AND WHILE AFFILIATEPLY SERVES THE VIDEO CONTENT AND ASSOCIATED ADVERTISEMENTS AND LINKS USING A GLOBAL DELIVERY NETWORK, THE USE OF VIDEO ON A WEB SITE MAY DELAY THE LOADING OR FUNCTIONING OF THE PUBLISHER’S WEB SITE. YOU HEREBY ACKNOWLEDGE THAT THE USE OF AFFILIATEPLY AND ITS SERVICE AND EMBEDDING OF VIDEO ON YOUR WEB SITE MAY DELAY OR CAUSE TO BE DELAYED THE FUNCTIONING OF YOUR WEB SITE AND YOU SHALL NOT HOLD AFFILAITEPLY LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) FOR SUCH OCCURENCES. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. AFFILIATEPLY IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE.
Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

10. Publisher's Indemnification Obligations

Publisher shall defend, indemnify and hold AffiliatePLY and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher's breach of or non-compliance with this Agreement, (b) Publisher's violation of any law, or an alleged violation of law by AffiliatePLY, that is a direct or indirect result of Publisher's use of the Affiliate Network Service, (c) Publisher's use of the Network Service, (d) Publisher's participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher's acts or omissions in using, displaying or distributing any internet links or Links obtained from the Affiliate Network Service or elsewhere, including but not limited to Publisher's use of internet links or Links via email distribution, (g) any claim that AffiliatePLY is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser's Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, AffiliatePLY shall promptly notify Publisher, and AffiliatePLY shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher's obligations to indemnify or hold AffiliatePLY harmless. Publisher shall not settle any Claim without AffiliatePLY’s prior written consent. Publisher also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term "AffiliatePLY" shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

11. Miscellaneous

Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
Third Party Disputes. In the event of a third party claim against either: (a) AffiliatePLY’s intellectual property; or (b) against AffiliatePLY's right to offer any service or good on AffiliatePLY's Web site(s) or if, in AffiliatePLY's opinion, such a claim is likely, AffiliatePLY shall have the right, at its sole option and in its sole discretion, to (i) secure the right at AffiliatePLY's expense to continue using the intellectual property or good or service; or (ii) at AffiliatePLY's expense replace or modify the same to make it non-infringing or without misappropriation.
Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.
Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the State of California (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Los Angeles, California. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. AffiliatePLY controls and operates its Web site from its offices in the USA and access or use where illegal is prohibited.
Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by AffiliatePLY (1) due to operation of law, or (2) to an entity that acquires substantially all of AffiliatePLY's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Affiliate Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. AffiliatePLY may establish from time to time rules and regulations regarding use of the Affiliate Network Service as published on the Affiliate Network Service and incorporated herein.
Marketing. Publisher agrees that AffiliatePLY may identify it as an AffiliatePLY Publisher in client lists and may use Publisher's name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher's name and/or logo not otherwise described or contemplated herein shall require Publisher's prior written consent.
Tax Status and Obligations. AffiliatePLY is not obligated to and shall not provide You with tax and/or legal advice. AffiliatePLY undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Advertiser is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If AffiliatePLY provides You with information regarding a particular Advertiser or Publisher, the information shall not be deemed tax or legal advice, and AffiliatePLY shall not be responsible for the accuracy of such information. Any Publisher or Advertiser addresses provided to You are addresses provided by the relevant Advertiser or Publisher, and such addresses may not necessarily indicate the location or presence of the Publisher or Advertiser in such location or elsewhere.
Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, AffiliatePLY shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.