Traffic Venue Direct

PUBLISHER TERMS OF AGREEMENT

Traffic Venue Direct ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.

All websites, newsletters, companies, or individuals need official approval from Traffic Venue, Inc. ("Traffic Venue Inc or "DRT") http://www.trafficvenuedirect.com before they can become an Affiliate Partner ("Affiliate"). Only websites and newsletters that have been reviewed and approved are permitted to use the programs. Traffic Venue Direct reserves the right to withhold or refuse approval on any website, newsletter, company, or individual for any reason, whatsoever.

In order to be eligible for Affiliate approval, all websites and newsletters must meet the following criteria:

i. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers

ii. Be written in English and contain only English language content

iii. Receive a minimum of 1,000 unique page views per month

iv. Have a top-level domain name

v. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.

vi. Be fully functional at all levels; no "under construction" sites or sections

vii. Spawning process pop-ups and exit pop-ups are prohibited for click approved affiliates

The content of the website and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to:

i. Explicit, vulgar or obscene language

ii. Posting or referencing of sexually explicit images or other offensive content

iii. Promotion of adult services, such as phone sex or escort services

The content of the website and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to:

i. Racial, ethnic, political, hate-mongering or otherwise objectionable content

ii. Investment, money-making opportunities or advice not permitted under law

iii. Gratuitous violence or profanity

iv. Material that defames, abuses, or threatens physical harm to others or to you

v. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.

vi. Software Pirating (e.g., Warez, Hotline)

vii. Hacking or Phreaking.

viii. Any illegal activity whatsoever

ix. Any questionable or controversial subject matter

x. Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

You cannot place our advertisements into your framed environment, unless approved by Traffic Venue Direct in writing.

Unless expressly approved in writing by Traffic Venue Inc. (Traffic Venue Direct), YOU ARE NOT PERMITTED to provide compensation, benefits, or incentives of any kind whatsoever, including, but not limited to, points, cash, contest entries, or rewards, to encourage a user to click on an advertisement or to complete a form.

In order to be approved as a "Click Program" Affiliate, all websites and newsletters must meet the following criteria:

i. Be approved as a "Leads Program" Affiliate

ii. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers

iii. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.

iv. Spawning process pop-ups and exit pop-ups are prohibited

You cannot send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Traffic Venue Direct. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Traffic Venue Direct. You must be in compliance with our Policies and Guidelines.

If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Traffic Venue Direct, such as pre-population of forms or mechanisms not approved by Traffic Venue Direct), you will forfeit your entire commission for all programs and your account will be terminated. Traffic Venue Direct reserves sole judgment in determining fraud, and you agree to this clause.

It is the OBLIGATION of the Affiliate to prove to Traffic Venue Direct that they are NOT committing fraud. Traffic Venue Direct will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

i. Have click-through rates that are much higher than industry averages and where solid justification is not evident

ii. Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported

iii. Have shown fraudulent leads as determined by our clients

iv. Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs

Filling out this form constitutes an agreement between Traffic Venue Direct and the Affiliate. The commission payment that is generated to the Affiliate varies per registered subscriber to the programs offered and/or per clicks. This commission payment is made approximately 30 days after the end of the month and after receiving payment from the Advertiser. Delinquent Advertiser payments received by Traffic Venue Direct will be credited to the Affiliate in the month that they are received. Traffic Venue Direct does not guarantee payment to the Affiliate if the Advertiser does not pay Traffic Venue Direct. Advertiser's reporting will be final count for all payments. Commission payment totals must exceed $20.00, otherwise this payment will not be made until the $20.00 minimum is reached. International Affiliates (outside of the United States) agree to a minimum $50.00 to be reached.

Affiliate agrees not to carry objectionable materials on their website which would revoke their affiliation as determined by Traffic Venue Direct. Affiliate will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from Traffic Venue Direct. Violation of this forfeits your commissions. Affiliate WILL NOT spam or send unsolicited email mentioning or promoting the Affiliate programs. Any violation of this will result in the Affiliate being liable for damages of $1.00 per email sent and other damages as deemed by a court of law.

Editing of an Advertiser's program images or copy is strictly prohibited. Affiliate will only use approved banners and text to link to an Advertiser's sign-up pages. Affiliates will not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate site. Affiliate can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads accrued for the Affiliate.

Traffic Venue Direct reserves the right to terminate any Affiliate's contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Traffic Venue Direct.

You guarantee that all content, products, and services on your website are legal to distribute and that you own or have the legal right to use any and all copyrighted material.

Affiliate irrevocably covenants, promises and agrees to indemnify Traffic Venue Direct and to hold Traffic Venue Direct harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages.

If any Affiliate violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, Traffic Venue Direct reserves the right to withhold payment and take appropriate legal action to cover its damages.

Traffic Venue Direct reserves the right to change any conditions of this contract at any time. Change notices are sent to Affiliates by email, and Affiliates are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of the Affiliate to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract. This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. Traffic Venue reserves the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.

Traffic Venue Direct gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by Traffic Venue Direct or its upstream providers.

Confidentiality. Each Party acknowledges that during the negotiation and term of this Agreement, either Party may disclose to the other certain Confidential Information. Each Party agrees not to disclose any Confidential Information provided by the other to any third-party or otherwise use such Confidential Information for any purpose other than the purposes contemplated hereunder. For purposes of this Agreement, “Confidential Information” shall mean to include any information disclosed by one party to the other party, whether written, oral or in electronic form, that is identified as or which should reasonably understood to be confidential, including but not limited to the terms and conditions of this Agreement, trade secrets, clients, customer lists, publisher information, financial information, pricing, technical processes, software, know-how, data, business plans, projections and similar or like materials of any kind. Notwithstanding, “Confidential Information” shall not include information that was already known to the receiving Party at the time it received such information, becomes publicly known through no wrongful act of the receiving Party, is received by the other Party from a third party without any violation of any confidentiality agreements or obligations, or which the receiving Party is order to disclose pursuant to valid court order issued by a court of competent jurisdiction. No Confidential Information or the terms of this Agreement shall not be disclosed to any third-party or pursuant to court order or otherwise without the prior written consent of the other.

Non-Circumvent. During the term hereof and for a period of three hundred sixty-five (365) days following its expiration or earlier termination, Advertiser shall not work with or solicit, either directly or indirectly, a Traffic Venue publisher set forth in the Order or presented to Advertiser for an advertising campaign without the express written consent of Traffic Venue, unless, upon Traffic Venue’s presentation of the publisher, Advertiser expressly notifies Traffic Venue that Advertiser has a pre-existing relationship with publisher.

You agree to settle any dispute under this agreement under the laws of the state of California. Any litigation arising under this Agreement will be brought in the federal or state courts of California.

Any legal action taken by an advertiser, agency, client, person, or entity against Traffic Venue Inc., for actions of you (the affiliate) that violate these terms and conditions, you accept that DRT will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that Traffic Venue Direct is not liable for your actions, and you will bear all costs (legal or otherwise) that DRT incurs if DRT is sued by advertiser, client, agency, person, or entity.

If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.

You must be 18 years or older to sign up as a Traffic Venue Direct affiliate.

Your traffic must come from relevant countries to the campaigns. We monitor IP source and will remove credit for non-country relevant traffic. This means English related campaigns must be delivered to English speaking countries. USA based campaigns must be delivered to USA based citizens, and so forth. (i.e Clicks coming from China for USA based campaigns may not result in credit).

Amendment to the Affiliate Terms and Conditions Contract

Affiliate Obligations regarding e-mail solicitations & Traffic Venue Inc, and TrafficVenueDirect.com

Traffic Venue Inc, and TrafficVenueDirect.com ("TVD") are committed to keeping with the industry standards of Internet marketing.

By agreeing to our Terms and Conditions, you agree, in consideration for our willingness to continue allowing your distribution of e-mails promoting the TVD advertisements, that at all times during which you distribute any e-mails promoting the TVD advertisements that you will comply with all applicable laws relating thereto and adhere to the following obligations:

1. Header Information

The CAN-SPAM Act of 2003 prohibits the sending of false or misleading header or transmission information in a commercial e-mail message.

The term “header information” means the source, destination, and routing information attached to an electronic mail message, including the origination domain name and origination electronic mail address and any other information that appears in the line identifying or purporting to identify, a person initiating the message.

False header information includes falsely representing oneself to be the registrant of the originating e-mail address, domain name, return-path domain name, or IP address or using header information that includes an originating e-mail address, domain name, return-path domain name, or IP address that was obtained by false pretenses or representations.

Misleading header information includes using the “name” element of the From, To or CC lines to convey a message that is false in regards to the message or offer contained within or using the Advertiser’s brand or company name in the without express written consent.

The header must contain a functioning return e-mail address.

Examples:

Right: YourCompanyName.com

Wrong: Norton.com

Right: List or Publication Name

Wrong: Norton

Right: Get Norton System Works Free

Wrong: You’ve won 1 Million Dollars

2. Subject Line

The CAN-SPAM Act of 2003 prohibits false, misleading or deceptive subject lines for commercial e-mails.

Be clear, concise and relative to the subject matter.

Examples:

Right: Get Norton System Works Free

Wrong: You’ve won 1 Million Dollars

Right: You can get Norton System Works for FREE

Wrong: Hi, Remember me?

Right: Looking for a way to protect your computer

Wrong: Re: Lunch Meeting

3. Identification of Solicitation

The CAN-SPAM Act requires clear identification that a commercial e-mail is an advertisement or solicitation

Place a statement at the top or bottom of the email to meet the requirement, as shown below.

Example Statements:

This promotion has been sent to you by .

This advertisement is brought to you by .

You are receiving this advertisement because you signed up at one of our sites or one of our partner sites to receive this newsletter.

4. Unsubscribe Function:

The CAN-SPAM Act requires that commercial e-mails include a mechanism for recipients to object to receiving e-mails or ‘unsubscribe’.

The unsubscribe mechanism should be clearly stated and functional at all times.

The unsubscribe function can be in the form of a reply e-mail message to a functioning return email address or other form of Internet-based communication. A link to unsubscribe is an acceptable form of Internet-based communication. Link examples are below.

Examples:

You are receiving this email because you signed up at one of our sites or one of our partner sites to receive these messages. Please click here to be removed

If you no longer want to receive mail from this recurring list, click here.

Your privacy is important to us; therefore, we abide by a "no spam" policy. If you believe that you are receiving this message in error or would no longer like to receive e-mail on the requested information, please click here to unsubscribe.

5. Inclusion of Postal Address

The CAN-SPAM Act requires a valid physical postal address of the sender.

Examples:

ABC Company

Suite 123

Anywhere, PA 12345

If you have inquiries or comments, please contact us at ABC Company Suite 123 Anywhere, PA 12345