This Agreement is put into action as of this day between 1.Monetise Media Limited, Company Number 07875484, a company incorporated in and in compliance with the law of England (hereinafter referred to as ‘Monetise’), whose registered office is at: iD Centre, Lathkill House, RTC Business Park, London Road, Derby, DE24 8UP, United Kingdom and 2.‘You’ or ‘the Publisher’.

IN BEING THE FACT THAT:

i. Monetise performs a service, which has been developed by Monetise, allowing You to earn money by inserting a link on Your website to one, or several, other company websites.

ii. In order to use this service You must adhere to the conditions of this Agreement. In doing so You will become an authorised Publisher. Please read this Agreement carefully. By clicking the ‘Register’ button You hereby accept the conditions of this Agreement. If You do not accept the conditions of this Agreement then You will not be permitted to use this service.

iii. You must first be accepted by Monetise before You can become a Publisher. You will be notified by Monetise once You have been authorised as a Publisher.

1. DEFINITION OF TERMS

The following terms when used throughout this Agreement shall have the following meanings:

(1) ‘Linked Website’ refers to which the Publisher has inserted an attached link on his own website.

(2) ‘Visitor’ refers to any person who Clicks on a link inserted on the Publisher’s website and is thereby directed to a Linked Website.

(3) ‘Click’ refers to the action of opening a link inserted on the Publisher’s website. Once the link is opened, the Visitor is thereby directed to a Linked Website.

(4) ‘Lead’ refers to a Visitor who has been directed to a Linked Website by way of the Publisher and has gone on to complete a definite act at the Linked Website, for example; making a valid registration, or submitting a valid email address.

(5) ‘Transaction/Sale’ refers to a completed agreement to purchase a product, service or anything else supplied on a Linked Website by a Visitor who has been directed to a Linked Website by way of the Publisher.

(6) ‘Traffic’ is a collective term for authentic Clicks, Leads and Transactions/Sales.

(7) ‘Artificial Traffic’ is a collective term for inauthentic Clicks, Leads and Transactions/Sales which may originate from (for example, but not limited to) automatic openings, spiders, robots, adware or spyware, requested in emails or chat rooms, script generators, inserting links on websites other than those specified, Clicks that are not generated by a browser and Clicks that are not preceded by the an act of a consenting Visitor who wishes to be directed to a certain website.

(8) ‘Publisher Program’ refers to a program that is operated by Monetise on behalf of a company on Monetise’s website that the Publisher can join.

2. THE SERVICE

Words referring to the masculine gender also apply to the feminine gender and any other genders, whilst words referring to the singular number only also apply to the plural number and vice versa.

(1) The Publisher shall be permitted to insert links that are attached to websites which have a Publisher Program registered at Monetise on his website.

(2) The Publisher shall be permitted to insert links that are attached to websites which have a Publisher Program registered at Monetise in emails.

(3) Any Publisher Program may be amended or terminated at any time. Information regarding the Publisher Programs will be made available at Monetise’s website, www.Monetise.co.uk. The Publisher must take responsibility for keeping himself informed of amendments made to Publisher Programs, particularly if the Publisher Program a registered website has been terminated or conditions of payment to the Publisher have been changed.

(4) Monetise reserves the right to amend, modify, change or terminate our service at any time. The Publisher shall be made aware of all such changes via email or in an informative announcement on Monetise’s website. If the Publisher does not accept these changes then he must immediately cease to use the service and delete all links to Linked Websites.

3. OBLIGATIONS OF THE PUBLISHER

(1) The Publisher takes sole responsibility for the content of his website and will make certain that they abide at all times to all pertinent laws and regulations.

(2) The Publisher hereby agrees to abide by all applicable EU and national laws and regulations in force fro time to time including, but not restricted to, the EU Directive 2002/58/EC.

(3) The Publisher must be at least 18 years of age. If the Publisher is under the age of 18, a parent or legal guardian of at least 18 years of age must give his consent to the registration to Monetise’s service. If the Publisher has yet to reach the age of 18 and has registered to Monetise’s service without the aforementioned required consent of a legal guardian then registration will be deemed ineffective.

(4) The Publisher guarantees that any information provided to Monetise about himself and his website is correct, in full, and submitted in due order. The Publisher must immediately notify Monetise of any changes regarding any information given by updating his information on Monetise’s website. If the Publisher is a limited company then the Publisher must provide Monetise with his full registered name, company number and registered location of business, trading address, if different, and VAT number.

(5) The Publisher guarantees that the rights to all information and content on the Publisher’s website belong to the Publisher. If the Publisher does not own the rights to the information and/or content then he guarantees unequivocal consent to its publication from the rightful owner. The Publisher also guarantees that all information and content on the Publisher’s website does not breach any rights of third parties, including Intellectual Property Rights, and that such information and content is not offensive, prohibited or questionable in any way. Examples of such content include (but not limited to) pornography, xenophobic or hateful content, as well as adware, spyware, Peer2Peer and file sharing.

(6) The Publisher is prohibited from generating, or contributing to the act of generating, Artificial Traffic to Linked Websites.

(7) The Publisher must immediately notify Monetise of any known or suspected wrongful use of a Publisher Program, the Publisher’s links to Linked Websites operating as a part of Monetise’s service, or of any improper use of Monetise’s service whatsoever.

4. OBLIGATIONS OF MONETISE

(1) Monetise shall assume responsibility to monitor and catalogue the Traffic generated by the Publisher’s website in accordance with the service provided by Monetise.

(2) Monetise shall accumulate and pay to the Publisher all amounts due to him arising from this Agreement.

5. PAYMENT

(1) The conditions of payment for each Publisher Program are available for reference on Monetise’s website and shall apply at all times. The Publisher therefore agrees to ‘self-billing’, which means Monetise will produce the invoice on behalf of the Publisher. VAT (if applicable) will be added to the payment shown on Monetise’s website.

(2) Payment of accumulated pay the Publisher is due shall be made monthly in arrears, under the following conditions:

a) The Publisher has generated legitimate Traffic and that Monetise has received remuneration from each company with whose Publisher Program the Publisher is registered.
b) All payments are calculated upon the total Traffic generated up to the end of the month prior to the month of payment.
c) Payment of accumulated pay will only be made if by the last day of the month prior to the payment date, the Publisher is due an amount of at least £50 and only if Monetise has received full remuneration for these Transactions. Any amount the Publisher is due that is less than £50 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, provided again that the minimum amount due is at least £50 by the end of the month prior to that payment date. Accumulated amounts carrying over to the next payment date will not accrue any interest.

(3) Nothing in this Agreement shall create, or be deemed to create, a partnership or relationship of employer and employee between Monetise and the Publisher.

(4) Payment to the Publisher will be made direct to the Publisher’s bank account, as specified by the Publisher on Monetise’s website, detailing the name and branch of the bank, sort code or the branch and the Publisher’s account number.

(5) The Publisher is solely responsible for the payment of all tax and national insurance to be paid on any payments made to him by Monetise.

(6) If the Publisher chooses to receive a wire payment and the payment amount due is less than £1,000, this will be accumulated to the next payment and will be included in the amount to be paid at the next payment date, provided again that the minimum amount due is at least £1,000 by the end of the month prior to that payment date.

6. LIMITS ON MONETISE’S LIABILITY

(1) Monetise cannot guarantee the performance of Monetise’s service or warrant the links to any Linked Websites.

(2) Monetise will not be held responsible for costs and damages incurred by the Publisher arising out of this Agreement unless otherwise caused directly by Monetise as a result of negligence in providing its service. Monetise will not under any circumstances be held responsible for any indirect or consequential costs and damages incurred by the Publisher from any reason whatsoever.

(3) Monetise will not be held responsible for any defects in the service, disruption in the accessibility to the service, infringements on data or loss of data on the information handling system. Neither will Monetise be held responsible for any defects in the security system or viruses or any other malignant software components in Monetise’s service, or any costs and damages as a result of viruses or components to the service, the Publisher software and/or the Publisher’s website.

(4) Monetise will not be held responsible for any error in the implementation of inserting the links on the Publisher’s website, or for the specified function of the links. Monetise is not responsible for companies, which have registered Publisher Programs at Monetise, to carry out their obligations in accordance with their Publisher Programs. Neither will Monetise be held responsible in any way for any agreements made directly between the Publisher and any such companies.

7. TERM AND TERMINATION

(1) This Agreement shall come into effect upon Your being accepted as a Publisher and will remain in effect until terminated.

(2) The Publisher is entitled to terminate this Agreement with immediate effect at any given time. Upon termination, the Publisher is required to cease using the service immediately and delete all links to Linked Websites.

(3) Monetise reserves the right to terminate this Agreement and/or suspend the Publisher from Monetise’s service or from a certain company’s Affiliate Program under the following circumstances:

a) Monetise considers the Publisher or the content of his website inappropriate in any way.
b) Monetise is requested to do so, for whatever reason, by a company to whose Affiliate Program the Publisher is registered.
c) The Publisher acts fraudulently or illegally in any way, or the Publisher is found responsible for generating or attempting to generate Artificial Traffic to Linked Websites, or the Publisher in any other way breaches any of the provisions of this Agreement.
d) The Publisher fails to comply with any law or regulation as set out in clause 3.2.
e) The Publisher has failed to generate any valid Traffic in a 3 month period.

(4) Should the Publisher find himself suspended from a particular company’s Affiliate Program, he is required immediately to delete all links to that particular company’s website.

(5) Upon termination of this Agreement, Monetise will immediately notify the Publisher via Monetise’s website. The Publisher shall then immediate cease to use Monetise’s service and will delete all links to Linked Websites.

(6) The Agreement will expire immediately upon termination. No money will be paid to the Publisher for the Affiliate Program or any Program in question.

8. INDEMNITY

The Publisher shall indemnify Monetise against any claims for damages or any other claims for compensation as a result of the contents of the Publisher’s website or any erroneous information supplied to Monetise by the Publisher. Should the Publisher’s improper, negligent or unauthorised use of Monetise’s service result in any other costs or damages, the Publisher will be held accountable for any compensation Monetise is due, as well as for any technical problems or loss of data on Monetise’s website (or any website to which the Publisher is linked by Monetise) caused by the Publisher.

9. ASSIGNMENT OF THE AGREEMENT

The Publisher may not allocate or pledge his rights or obligations under this Agreement in full or in part to any third party without the prior written permission of Monetise. The Publisher agrees that Monetise may allocate its rights and obligations under this Agreement and disclose or transfer information pertaining to the Publisher’s website, email and so forth to any third party.

10. CONSENT

The Publisher consents to Monetise using information given by the Publisher for marketing purposes, the sending of newsletters from Monetise to the Publisher’s email address, and the publication of the Publisher’s name and web address etc at Monetise’s website.

11. SERVABILITY

If any provision of this Agreement or part thereof would to any extend be or become invalid or nullified, the Parties shall agree upon any necessary amendment of the Agreement in order to preserve the interests and objectives of the prevalent Parties during the time of implementation of the Agreement.

12. INTELLECTUAL PROPERTY RIGHTS

Monetise owns all copyrights, trademarks, Intellectual Property Rights, know-how or any other rights pertaining to the service or the software necessary for the service. The Publisher does not procure any rights or licenses whatsoever under this Agreement, other than the permission to use links to Linked Websites as specified under the terms of this Agreement.

13. APPLICABLE LAW

(1) This Agreement shall be governed by, and defined in conformity with the laws of England.

(2) Monetise will not be held responsible for the legality of Monetise’s service in other countries other than the United Kingdom. The Publisher is solely responsible for upholding the legality of the use of the service if registered to Monetise’s service from any other country outside of the United Kingdom.

(3) If a dispute should arise out of this Agreement, the Parties will attempt to rectify it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution (‘CEDR’) or such other method of negotiation as to which the Parties may agree in writing.

(4) To initiate the mediation, one Party must provide notice in writing (otherwise known as ‘the ADR Notice’) to the other Party requesting mediation in accordance with this clause. The requested mediation is to take place no later than 28 days after the giving of the ADR Notice. Should any issue arise upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, it will be then that CEDR (or such other mediation body to which the Parties may have agreed) will decide the issue on behalf of the Parties, having consulted with both of them.