Terms of Service - Publishers

  1. PARTIES

    2. In consideration of the premises and the mutual covenants and agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LinkExperts, Inc. ("LinkExperts") and you ("You" or "Publisher") agree, intending to be legally bound, to the following terms and conditions for the receipt by Publisher of advertising materials ("Text Ads") from advertising Customers ("Customers" or "Advertisers") of LinkExperts. This includes the serving, tracking and reporting of each advertisement made on the websites of the LinkExperts network of publishers (the "Network").

  2. USE POLICY
    (a) Membership: Membership in the Network is subject to prior approval of LinkExperts. LinkExperts reserves the right to refuse service to any new or existing Publisher for any reason, in its sole discretion. Approval of membership in the Network is limited only to the specific root URLs (the "Websites") for which Publisher has applied for approval by LinkExperts. LinkExperts reserves the right, in its sole discretion and without liability to Publisher, to reject, omit or exclude any Publisher or Website for any reason at any time with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Without limiting the foregoing, LinkExperts reserves the right to require potential or existing Publishers to submit detailed descriptions or explanations of the Publishers' website(s) or application(s) functionality and backend technology through a questionnaire or survey. Refusal to participate or answers deemed unsatisfactory constitutes grounds for non-acceptance or termination from the Network. In addition, all Websites in the Network must maintain a privacy statement acceptable to LinkExperts. If Publisher is an individual, Publisher must be at least 18 years of age.

    (b) Representation: Publisher represents and warrants that the Websites: i.are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites;
    ii.do not violate any law, statute, ordinance, treaty or regulation;
    iii.do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party;
    iv.do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;
    v.are not false, deceptive or misleading;
    vi.are not defamatory, libelous, slanderous or threatening; and
    vii.are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

    Publisher also represents warrants and covenants that:

    * i. Publisher has the power and authority to enter into and perform its obligations under this Agreement;
    * ii. Publisher shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting LinkExperts to perform the services hereunder;
    * iii. Publisher shall comply with all of the terms and conditions of this Agreement, as amended from time to time;
    * iv. Publisher provided information to LinkExperts and publisher posted information on its websites is truthful, accurate and complete, and is not misleading in any way;
    * v. Publisher authorizes LinkExperts to perform all the services described hereunder with respect to Publisher and the Websites;
    * vi. Publisher has complied with and will continue to comply with all applicable laws, statutes, ordinances and regulations (including, without limitation, the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws); and
    * vii. Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially:

    * a. violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction,
    * b. infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or
    * c. to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in way derogatory about LinkExperts or any other party. Publisher grants LinkExperts and its Customers the right and license to transmit the Text Ads to the Websites.

    (c) Termination: LinkExperts reserves the right to terminate Publisher's relationship with the Network at any time, with or without cause, including, without limitation, for the reasons set forth in Section 2(e) below. Publisher's relationship with the Network may be terminated by Publisher upon ninety (90) days' prior written notice to LinkExperts. Notice of termination may be provided in person or via email, facsimile or mail (either regular mail or overnight courier) and will be effective immediately upon receipt. Upon receipt of such termination notice, Publisher agrees to remove from the Websites any and all of LinkExperts software code supplied to Publisher for serving Text Ads from LinkExperts or otherwise (collectively, the " LinkExperts Code"). Publisher will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination, all ties to referrals and affiliate commissions will be permanently severed and Publisher will not receive nor be entitled to receive future commissions or other payments hereunder.

    (d) Content: LinkExperts reserves the right to refuse to affiliate with any Publisher. LinkExperts does not accept Websites that produce or provide adult content. LinkExperts does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. LinkExperts does not accept Websites that are: under construction, hosted by a free service, personal home pages, or do not own the domain they are under. This Agreement is voidable by LinkExperts immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. In addition, LinkExperts may in its sole discretion refuse to serve any Website that it deems inappropriate. To ensure compliance with this Agreement, any Publishers that change their contents category or core focus after approval for membership MUST notify LinkExperts of the changes in writing IMMEDIATELY.

    (e) Performance: LinkExperts reserves the right to terminate Publisher's relationship with LinkExperts immediately should either (a) the number of impressions delivered by Publisher decrease substantially, or (b) Publisher's traffic falls below the threshold established by LinkExperts from time to time. LinkExperts reserves the right to change the minimum amount of impressions or any other performance requirements at any time in response to market pressures.

    (f) Defaults: Publisher acknowledges and agrees that LinkExperts may not be able to fill 100% of advertising requests sent to its servers with paying ads. Any Publisher-defined default ads must adhere to the content guidelines outlined for all LinkExperts Advertisers (no adult content, etc.). Publishers found using default ads that violate LinkExperts content restrictions will be removed from the Network. If Publisher chooses not to specify a default advertisement, LinkExperts will display so-called 'house' and/or 'AdCouncil' ads on Publisher's Website when paid advertising is unavailable. Or, some ad units are collapsible in which no ads will display. LinkExperts may also display so-called 'house' and/or 'AdCouncil' ads on Publisher's Websites when technical difficulties require it. So-called 'house' and 'AdCouncil' ads are not paid advertising. Under no circumstances does LinkExperts guarantee to provide any percent fill of paid advertising to a Website.

    (g) Fraud and Deception: Publishers that commit fraudulent activities will have their account permanently removed from the Network and will not be compensated for fraudulent traffic. Additionally, LinkExperts reserves the right to register fraudulent Publishers in a global ad network fraud database, for use by other ad networks. We have several fraud mechanisms at our disposal that will detect most forms within a few days of the initial activity. All proceeds from accounts with fraudulent activity will be refunded to Advertisers. All Text Ads must be served from a LinkExperts server or serving location. Publishers agree not to artificially inflate traffic counts using any program (including scripts), device, or other means. Excessive page reloading or any other abuse of our system could result in legal action. No Publisher shall induce visitors to click on Text Ads based on incentives, provided, however, that, with the prior written approval of LinkExperts, certain language may appear above or below an advertisement served by LinkExperts. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable to LinkExperts and may be grounds for dismissal from the Network: use of unsolicited email or inappropriate newsgroup postings to promote the Websites; auto-spawning of browsers; automatic redirecting of users; invisible text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks.

    (h) Data Reporting (Stats): LinkExperts owns all data collected by or through LinkExperts code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by LinkExperts from such data (collectively, "Data"). All Data shall be deemed LinkExperts confidential information. Any use by Publisher of such Data shall be only as expressly permitted in this Agreement and in strict compliance with LinkExperts' Privacy Policy.

    (i) Trademarks: LinkExperts' logos and trademarks and any future trademarks, service marks or logos on all LinkExperts websites are trademarks of LinkExperts or LinkExperts' licensors (the "LinkExperts Marks"). Without the prior written consent of LinkExperts or its licensors, Publisher shall not display or use in any manner any LinkExperts Marks.

    (j) Your Website: You hereby acknowledge that LinkExperts is not responsible for the content or maintenance of your Websites, or websites owned or operated by any third party (including, without limitation, other Publishers), nor is LinkExperts responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your Websites or websites owned or operated by any third party (including, without limitation, other Publishers). You represent, warrant and covenant that all information you provide in connection with this Agreement or on your Websites are, and will be, updated to remain, current and accurate. You agree that your Websites do not contain any LinkExperts-owned or licensed content, including, without limitation, any LinkExperts listings, except pursuant to a separate signed agreement with LinkExperts.

    (k) Privacy: In performance of the parties' obligations pursuant to this Agreement, you agree not to transmit to LinkExperts, its information providers, licensors, licensees, consultants, contractors, agents, attorneys or employees, and LinkExperts shall not solicit or collect, any personally identifiable information of the visitors or customers to your Websites unless required by law or court order, or otherwise agreed in writing and signed by an authorized representative of LinkExperts. You represent, warrant, and covenant that at all times while the LinkExperts Code is on Your Websites, You will maintain a privacy policy on Your Websites which shall (a) be available, at a minimum, as a clear and conspicuous link from the main page of your Websites and on all web pages where visitors' personally identifiable information is collected, (b) obtain all rights and/or permissions necessary for LinkExperts to use the Data as contemplated under this Agreement, (c) comply with all applicable laws and regulations.

    (l) Limitations: Customer understands and agrees that from time to time the LinkExperts services hereunder may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which LinkExperts may undertake from time to time; or (iii) causes beyond the control of LinkExperts or which are not reasonably foreseeable by LinkExperts, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation or inaccessibility of websites or interfaces, network congestion or other failures. While LinkExperts will attempt to provide the services on a continuous basis, Publisher acknowledges and agrees that LinkExperts has no control of the availability of the services on a continuous or uninterrupted basis. Publisher also understands and agrees that LinkExperts is not responsible for the functionality of any third party website or interface. Terms of this Agreement are subject to LinkExperts' hardware, software, and bandwidth traffic limitations. Failure to deliver because of technical difficulties does not represent a failure to meet the obligations of this Agreement.

    (m) Marketing: Publisher shall not release any information regarding Advertisers' campaigns or creative strategies and content, or Publisher's relationship with LinkExperts or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of LinkExperts. LinkExperts shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes including promotions on LinkExperts' public website, advertisers control panel and promotional materials. No press releases or general public announcements regarding the relationship between LinkExperts and Publisher shall be made without the mutual consent of LinkExperts and Publisher.

    (n) Exclusivity: During the term of this Agreement, the Websites shall not, directly or indirectly, contain SEO Links (as defined below) placed by Competitors (as defined below). "Competitors" shall mean Text-Link-Ads.com, LinkWorth, TextLinkBrokers, Text-Link Us/LiveCustomer.com, LinkAdage, AdZaar, AuthorityDomains.com and other similar third party companies which provide websites or their publishers with SEO Links. "SEO Links" shall mean text links with the purpose of search engine optimization; provided, however, that SEO Links shall not include pay-per-click text links, contextual text links, graphical text links, branding text links or any other text links not for search engine optimization.

  3. PAYMENT POLICY
    LinkExperts will pay you a percentage of revenue it receives from Advertisers on the Websites. Standard LinkExperts payment rate is 50% of Net Revenue (as defined below). Campaign rates vary with market conditions. LinkExperts reserves the right to set market rates and such rates may vary by Advertiser. LinkExperts reserves the right to set and negotiate specific payment terms on an individual basis. Publishers will typically be paid within thirty (30) business days after the end-of-month. Do not invoice LinkExperts; all Publisher invoices are discarded. Publishers will be paid at the account level. All accounts will be settled in US dollars ($US). No check will be issued for any amount less than $25US. All unpaid earnings will rollover to the next pay period. Any Publisher account that goes unpaid for six (6) months becomes subject to immediate payoff and dismissal from the Network. As a condition to LinkExperts' obligation to make payments hereunder to Publisher, Publisher must have a completed and accurate W-9 (for US-based Publisher's) or W-8 (for non-US-based Publishers) on file with LinkExperts. LinkExperts may withhold Publisher payments until the appropriate taxation documents are on file with LinkExperts. All payments are based on actual revenue as defined, accounted and audited by LinkExperts. In no event will payments be made on accounts that have not provided proper tax identification information. LinkExperts reserves the absolute right not to pay any accounts or Publishers that violate any of the terms and conditions set forth herein. LinkExperts will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. "Net Revenue" means an amount equal to (i) the revenue (the "Received Revenue") LinkExperts receives from Advertisers, minus (ii) the Technology and Administrative Fee (as defined below). The "Technology and Administrative Fee" means a fee equal to 9% of the Received Revenue.
  4. POLICY
    (a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to:

    * i. the content and other material set forth on the Publisher Websites; and/or
    * ii. any content or material to which users can link through the Publisher Websites (other than through an advertisement supplied by LinkExperts).

    Publisher hereby agrees to indemnify, defend and hold harmless LinkExperts and its information providers, officers, directors, affiliates, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers, Advertisers and employees (each, a "LinkExperts Entity" and collectively, the "LinkExperts Entities") from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings:

    * i. for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher Websites;
    * ii. arising out of any breach by Publisher of this Agreement (including any representation or warranty herein); or
    * iii. relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Websites, except for any of the foregoing directly caused by LinkExperts' gross negligence or willful misconduct. You agree to be solely responsible for defending any claim against any LinkExperts Entity, subject to LinkExperts and such LinkExperts Entity's right to participate with counsel of its own choosing; provided that you will not agree to any settlement that imposes any obligation or liability on LinkExperts or any LinkExperts Entity without LinkExperts' prior express written consent.

    (b) Warranty Disclaimer: THE SERVICES HEREUNDER, THE DATA AND ALL OTHER LINKEXPERTS WEBSITES, SYSTEMS AND CODE, INCLUDING, WITHOUT LIMITATION, THE LINKEXPERTS CODE (COLLECTIVELY, THE "LINKEXPERTS MATERIAL") AND ALL TEXT ADS, THIRD PARTY WEBSITES, APPLICATIONS AND/OR EMAILS (COLLECTIVELY, THE "THIRD PARTY PRODUCTS") ARE PROVIDED OR MADE AVAILABLE BY LINKEXPERTS ON AN AS IS AND AS AVAILABLE BASIS, AND LINKEXPERTS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER EXPRESSLY AGREES THAT PUBLISHER'S USE OF THE LINKEXPERTS MATERIALS AND THIRD PARTY PRODUCTS, OR ANY PART THEREOF, IS AT PUBLISHER'S SOLE RISK.
    (c) Limitation of Liability: NEITHER LINKEXPERTS NOR ANY LINKEXPERTS ENTITY SHALL BE SUBJECT TO ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY WEBSITE, DELAYS IN DELIVERY OR NON-DELIVERY OF TEXT ADS, INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH A CUSTOMER OR TEXT ADS OR ELECTRONIC MALFUNCTION, ERRORS IN CONTENT OR OMISSIONS IN ANY TEXT ADS, FAILURE OF PERFORMANCE, OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER BASED ON BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION OR THEORY. IN NO EVENT SHALL LINKEXPERTS OR ANY LINKEXPERTS ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF THIS AGREEMENT, THE USE OF THE LINKEXPERTS MATERIAL OR THIRD PARTY PRODUCTS OR ANY WARRANTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT YOU WILL NOT HOLD LINKEXPERTS RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH ANY PROGRAMS, THIRD PARTY PRODUCTS, LINKEXPERTS SYSTEMS OR LINKEXPERTS WEBSITES OR WEBSITES LINKED TO THEREFROM, INCLUDING, WITHOUT LIMITATION, THIRD PARTY SERVICE PROVIDERS, THOSE WITH WHOM LINKEXPERTS CONTRACTS TO OPERATE VARIOUS PORTIONS OF THE LINKEXPERTS SYSTEMS, AND/OR LINKEXPERTS' WEBSITES AND THOSE TO WHOM LINKEXPERTS PROVIDES LINKS FOR CONTENT, ADVERTISING AND/OR ANY OTHER TYPE OF DATA OR INFORMATION. IN NO EVENT SHALL THE LIABILITY OF LINKEXPERTS OR ANY LINKEXPERTS ENTITY FOR ANY DIRECT OR INDIRECT DAMAGES EXCEED $5,000.00 IN THE AGGREGATE.

  5. GENERAL
    (a) Remedy: If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against LinkExperts, LinkExperts reserves the right to withhold payment and take appropriate legal action to cover its damages.
    (b) Audit: LinkExperts shall have the sole responsibility for calculation of Publisher earnings, including impressions and cpms. In the event Publisher disagrees with any such calculation, Publisher shall send a written request immediately to LinkExperts detailing, with reasonable specificity, Publisher's objections to calculations. Thereafter, LinkExperts will provide Publisher with an explanation or, if such calculations are determined by LinkExperts to be incorrect, an adjustment, of the numbers which explanation or adjustment, as the case may be shall be final and binding. In the event no adjustment is necessary, Publisher shall reimburse LinkExperts for its expenses in responding to Publisher's requests under this Section.
    (c) Privacy: LinkExperts' Privacy Statement is hereby incorporated into this Agreement. Publisher shall be subject to and bound by all of its terms and conditions as applicable.
    (d) Governing Law: This Agreement will be governed by and construed in accordance with the internal laws of the State of New York, without regard or reference to the conflict of laws provisions thereof. Each party hereto agrees that all disputes and litigation regarding this Agreement and matters connected with its performance shall be subject to the exclusive jurisdiction of the courts of the State of New York located in New York, New York.
    (e) Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.
    (f) Independent Contractor: The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venture, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.
    (g) Notices: Except as expressly set forth herein, any notices to be given by pursuant to this Agreement shall be in writing, signed by Publisher, and sent by:

    * i. facsimile transmission;
    * ii. first class certified mail, postage prepaid;
    * iii. overnight courier service, charges prepaid to LinkExperts at the following address, or sent by facsimile to the following facsimile number, or such other address, facsimile number as LinkExperts may have substituted by notice given to Publisher as provide below in accordance with this provision.

    The receipt of such notice shall constitute the giving thereof.

Address for notices:

LinkExperts, Inc.
71 West 23rd Street
Suite 1608
New York, NY 10010
Facsimile: (212) 213-6275

Any notice to be given to Publisher pursuant to this Agreement may be sent by email to Publisher's email address as identified in Publisher's account information or by posting on a LinkExperts Website. The sending of such notice shall constitute the giving of notice thereof.
(h) Waiver: No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
(i) Severability: If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to this Agreement and has like economic effect.
(j) Amendment: Any modifications to this Agreement must be made (i) in a writing executed by both parties, (ii) by Your online acceptance of updated terms or (iii) by Your continued participation as a LinkExperts Publisher hereunder after an updated version of this Agreement has been posted on the LinkExperts website.
(j) Attorneys' Fees: If any action in law or in equity is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs and expenses in addition to any other relief to which such party may be entitled.