Yuppads.com-Terms & Conditions

Yuppads.com and Affiliates shall agree to the following terms and conditions for the receipt of advertising materials (creative, campaigns, banners…) from advertising Customers. This includes the serving, tracking and reporting of each Campaign made on the Yuppads.com Affiliate Network to Affiliates Websites.

DEFINITIONS:

• CPC
Yuppads.com CPC program offers its affiliates the opportunity to generate revenue based on the cost-per-click advertising model. A click is counted when a unique visitor to an Affiliate’s website clicks on an Yuppads campaign.

• CPM
Yuppads.com offers websites the ability to receive payment on a cost-per-thousand impressions structure. The Affiliates is paid a fractional amount when a banner is shown to a visitor. Banner views are aggregated on into groups of one thousand unique impressions and payments are calculated for each unique one thousand banner impressions.

• CPA
Yuppads.com CPA program offers websites the opportunity to generate revenue based upon customer interaction with advertisements on their website which lead to an action. An action indicates clicking on the campaign and completes the offer as defined by the client.

USE POLICY:

1. Membership:
Membership in the Yuppads.com Network is subject to prior approval of Yuppads.com. Yuppads.com reserves the right to refuse service to any new or existing Affiliates, in its sole discretion, with or without cause. Approval of membership in the Yuppads.com Network is limited only to the specific root URLs for which Affiliates has applied for approval. Yuppads.com reserves the right to withhold approval of membership in the Yuppads.com Network based on Website primary language. Yuppads.com reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliates or Website for any reason at any time, with or without notice to the Affiliates and regardless of whether such Affiliates or Website was previously accepted.

2. Approval of Affiliates:
Registration with Yuppads.com shall not confer any right on Affiliates to market or promote any Programs (as defined below) made available by Yuppads.com on the Site on behalf of its clients (the “Advertisers”). All prospective Affiliates need official approval from Yuppads.com before they can become Affiliates. Only approved Affiliates are permitted to use the Site. Yuppads.com reserves the right to withhold or refuse approval for any reason, whatsoever.

3. Minimum Eligibility Requirements:
In order to be eligible to become a Affiliates, all websites, affiliated websites and e-mail distribution lists (collectively the “Media”) must meet the following criteria:

All Affiliates that wish to send e-mail advertisements must have permission based opt-in databases with functional unsubscribe mechanisms;
Affiliates websites must be content-based, not simply a list of links or advertisements, nor can the sites be centred around making money off of the Advertisers;
Affiliates websites must contain only English language content (other than incidental use of a foreign language);
Affiliates websites must have a top-level domain name;
Unless otherwise approved in writing by Yuppads.com, Affiliates may not offer incentives to users as means to enhance the performance of any Program (as defined below); incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
Affiliates websites must be fully functional at all levels; no "under construction" sites or sections; and
Spawning process pop-ups and are prohibited.
Websites must not contain, promote, have links to profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Yuppads.com.
Websites must not promote or reference software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal MP3 activity.
Websites must not promote illegal activities or violations of the intellectual property rights of others.
Websites must not be personal web pages, non-English language pages, or FREE hosted pages (Geocities, Xoom, Tripod, Talk City, etc.)
Websites must not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
Websites must not be advertised or promoted through the use of unsolicited bulk email, or allow website members or customers to engage in similar activities through Affiliate’s Web Site, including those activities prohibited by this agreement.

4. Representation: Affiliates represents and warrants that:

It is the owner or is licensed to use the entire contents and subject matter contained in the Website.
The Website is free of any "worm", "virus" or other device that could impair or injure any person or entity.
The Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement
The Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity.
Affiliates are generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply.
The Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Affiliates grants Yuppads.com and the customer the right and license to transmit the Creative to the Website.

5. Payment:
Yuppads.com shall pay any amounts due to the Affiliates on the middle of every week for the revenue generated in the past weeks respectfully. Yuppads.com reserves the right to reduce any payments owed to Affiliates as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. Yuppads.com shall compile, calculate and electronically deliver data required to determine Affiliates billing and compensation. Any questions regarding the data provided by Yuppads.com need to be submitted in writing within 10 business days of receipt, otherwise the information will be deemed accurate and accepted as such by Affiliates. All amounts will be paid in US dollars. All the payments will be sent through paypal and moneybookers. No Paypal and Moneybookers Payments will not be issued for any amounts less then $25. All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. Yuppads.com will not pay for any Events that occur before a Program is initiated, or after a program terminates. Invoices submitted to Yuppads.com and payments made to Affiliates shall be based on the Events as reported by Yuppads.com. Yuppads.com will not be responsible to compensate Affiliates for Events that are not recorded due to Affiliate’s error or for non payment by the Advertiser. Yuppads.com may require a Affiliates to provide a W-9, and similar such information, as a condition to payment.

6. Termination:
Yuppads.com reserves the right to terminate any Affiliate’s relationship with the Yuppads.com Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, Affiliates agrees to immediately remove from his/her website Yuppads.com html code for serving Creative from Yuppads.com. Affiliates will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the Yuppads.com server logs, no past or future payments will be made by Yuppads.com to the Affiliates.

7. Ad Content:
Yuppads.com reserves the absolute right to refuse to affiliate with any Affiliates. Yuppads.com does not accept Websites that produce or provide adult content. Yuppads.com does not accept Websites that engage in, promote or facilitate illegal or legally questionable activities such as pirating and hacking. Yuppads.com 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. Yuppads.com ad codes can not be used on Webpages that contain forums, discussion boards, or chat rooms. This Agreement is voidable by Yuppads.com immediately if Affiliates fails to disclose, conceals or misrepresents itself in any way. In addition, Yuppads.com may in its complete discretion refuse to serve any Website that it deems appropriate. To insure compliance with this Agreement, any Affiliates that change their content after approval for membership MUST notify Yuppads.com of the changes in writing IMMEDIATELY. We prefer you notify us ahead of time of any major changes in content or design. Notices should be sent to Admin@Yuppads.com.

8. Spam Indemnification:
Affiliates agrees to indemnify and hold Yuppads.com, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives, harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) arising out of or in connection with Yuppads.com use of the email list provided by Affiliates (including, but not limited to alleged violations of the Can-

9.Spamming:
Affiliates warrants that it will not send any commercial email to any person who has requested not to receive email from the Affiliates and/or Advertiser and that they are in full compliance with the Can-Spam Act. Affiliates also understands that upon doing so it automatically forfeits the right and claim to any revenue generated for its account, and Affiliate’s account will be immediately terminated. Affiliates further agree that all of Affiliate’s business will be in compliance with all local, State, and Federal anti-spam policies and all other applicable laws.

10. Reselling Data/Campaigns:
Affiliates agree not to broker or resell any campaigns or creative materials from Yuppads.com Advertisers or Agencies to any other party without express written permission from Yuppads.com. Affiliates also understand that upon doing so, it automatically forfeits the right and claim to any revenue generated for its account, and its account will be immediately terminated. Breach of this provision will cause Affiliates and its web property to be liable for all damages related to such breach.

11. Fraud and Deception:
Yuppads.com audits every Affiliate’s traffic on a daily basis. Affiliates that produce commit fraudulent activities, including false clicks, false impressions, and incentivised clicks (that have not been previously authorized in writing), will have their account permanently removed from our network and will not be compensated for fraudulent traffic. If fraud is suspected or detected, Affiliate’s account will be made inactive pending further investigation.

Affiliates accounts are flagged that:

Have click-through rates that are much higher than industry averages and where solid justification is not evident to the reasonable satisfaction of Yuppads.com;
Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
Have shown fraudulent leads as determined by the Advertisers;
Have much higher conversions per click rates than industry averages and where solid justification is not evident to the reasonable satisfaction of Yuppads.com; or
Use fake redirects, automated software, and/or fraud to generate Events from the Programs.

If Affiliates fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre- population of forms or mechanisms not approved by Yuppads.com or use of sites in co-registration campaigns that have not been approved by Yuppads.com), as determined solely by Yuppads.com, Affiliates will forfeit its entire commission for all programs and its account will be terminated. If Affiliates is notified that fraudulent activities may be occurring on its Media, and Affiliates fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to Yuppads.com, Affiliates shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Affiliates has already received payment for fraudulent activities, Yuppads.com reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Affiliates.

Yuppads.com is not responsible for the fraud leads, clicks, impressions and sales done by its affiliates but Yuppads.com has all rights to suspend these affiliates if the advertisers asks to do so.

12. Code:
Yuppads.com ad codes must not be modified from original format without consent from Yuppads.com. Affiliates agrees to use the ad code provided for displaying Creative not more than ONCE per page view. Ad codes cannot be placed in email messages. Yuppads.com ad codes can not be used on Webpages that contain forums, discussion boards, or chat rooms. Affiliates can not alter, copy, modify, take, sell, reuse, or divulge any Yuppads.com computer code, except as is necessary to partake in the Yuppads.com Network, provided, however, with the prior approval of Yuppads.com, a Affiliates may, in certain instances, modify the Yuppads.com computer code for purposes of inserting certain pre-approved language above or below an advertisement served by Yuppads.com. Requests for language approval should be sent to Admin@Yuppads.com.

13. Data Reporting (Stats):
Yuppads.com is the sole owner of all website, campaign, and aggregate web user data collected by Yuppads.com. Affiliates only have access to campaign data that is collected through the use of their inventory. Customers only have access to website and web user data that is collected as part of Customer's campaign.

14. Scrubbing Leads:
Each Program shall have its own criteria for determining the validity of a lead (the “Lead Requirements”), which shall be detailed in the section entitled "Special Terms" included in the on-site offer summary and the offer-specific instructions emailed by an Yuppads.com Account Executive. Yuppads.com shall only pay for net or billable leads (“Billable Leads”), which are determined by taking the gross leads from a Program and deducting Invalid Leads and Returned Leads. “Invalid Leads” are those leads that do not meet the Lead Requirements. Examples include, but are not limited to, leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. “Returned Leads” are those that have met the Lead Requirements, but are rejected due to inaccurate data or the inability to verify user information. Examples include, but are not limited to, leads for which the registrant is not at the phone number or address submitted, "unsubscribe" prior to being contacted, is on the "Do Not Call List", replies with "Did Not Request This Information" or the lead is a duplicate in the Advertiser's database. The Yuppads.com proprietary lead processing system is responsible for detecting and tracking Invalid Leads. The Advertiser is generally responsible for detecting and tracking Returned Leads. Billable Leads will generally be determined by the 10th of the subsequent month and will be displayed on the Yuppads.com site when available. Accordingly, any statistics regarding Billable Leads appearing on the Site during the month in which the Program is running are preliminary and are subject to adjustment as provided herein.

15. Use of Leads:
Affiliates hereby acknowledge that the collection of the Leads is being done solely for the benefit of Yuppads.com or its Advertiser. Therefore, other than providing the Leads to Yuppads.com for delivery to the Advertisers, Affiliates may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in Yuppads.com or its Advertisers.

16. Contact Information:
To insure timely payment, Affiliates are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Affiliate’s account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Affiliates contact or payment information are Affiliate’s responsibility, and will be deducted from re-payment.

17. Relationship of Parties:
For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation nor may responsibility on behalf of the other party except as from time to time be provided otherwise by written agreement signed by both parties.

18. Assignment:
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.

19. Indemnification:
Affiliates will at all times indemnify and hold harmless the Yuppads.com Indemnified Parties from and against any and all Losses arising out of any arising out of the Affiliate’s breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.

20. Limitation of Liability:
YUPPADS.COM SHALL NOT HAVE ANY LIABILITY TO THE AFFILIATES FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT YUPPADS.COM TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.

21. Representations:
Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.

22. Severability:
If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

23. Force Majeure:
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.

24. Entire Agreement:
This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. Yuppads.com reserves the right to modify these terms and conditions at its sole discretion. Affiliates are entitled to review these terms and conditions periodically.

25. Governing Law:
This Agreement will be governed by and construed under the laws of the State of Georgia without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Alpharetta, Georgia, and Affiliates irrevocably consents to the jurisdiction of such courts.

26. Confidentiality:
Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.

27. Applicability:
In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Yuppads.com nor Affiliates shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the Yuppads.com website Affiliates interface are explicitly bound by this Agreement.

28. Public Release:
Affiliates shall not release any information regarding Campaigns, Creatives, or Affiliates relationship with Yuppads.com or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Yuppads.com. Yuppads.com shall have the right to reference and refer to its work for, and relationship with, Affiliates for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Yuppads.com and Affiliates.

29. Remedy:
If any Affiliates violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, Yuppads.com reserves the right to withhold payment and take appropriate legal action to cover its damages.

Audit: Yuppads.com shall have the sole responsibility for calculation of Affiliates earnings, including Impressions and click through numbers. In the event Affiliates disagrees with any such calculation, a written request should be sent immediately to Yuppads.com. Yuppads.com will provide Affiliates with an explanation or adjustment of the numbers which shall be final and binding.

30. Modifications:
Yuppads.com reserves the right to change any condition of this contract at any time, notification may be provided to Affiliates but is not required.

Privacy: Affiliates shall support Yuppads.com’s commitment to protect the privacy of the online community; such commitment is set forth in Yuppads.com’s Privacy Policy located on www.Yuppads.com which is hereby incorporated into this Agreement.

31. Waiver:
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.

Ability to Enter into Agreement: By executing this Agreement, Affiliates warrants that Affiliates (or Authorized Representative of Affiliates) is at least 18 years of age, and that there is no legal reason that Affiliates cannot enter into a binding contract

All notices to be sent to:
Yuppads.com
710, Ashepoint way,
Alpharetta,
Georgia
30004 USA