Lat 49 Publisher Terms of Service

PLEASE READ VERY CAREFULLY THESE TERMS OF SERVICE BEFORE REGISTERING FOR THE LAT49 PUBLISHER PROGRAM. PARTICIPATION IN THE LAT49 PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE LAT49 PUBLISHER PROGRAM.

INTRODUCTION

The agreement ("Agreement") between you and IDELIX Software Inc. ("IDELIX") consists of this Lat 49 Publisher Program (the "Program") Standard Terms of SERVICE ("TOS"). A description of the Program as generally offered by IDELIX, is available at this site lat49.com or such other URL as IDELIX may provide from time to time. IDELIX may update the TOS from time to time without notice to you. You can review the most current version of the TOS at any time at http://lat49.com/docs/publishertos.php. Please note that IDELIX may offer other Programs that are governed by different Terms of Service.

PROGRAM PARTICIPATION

Program participation is subject to IDELIX prior approval and your continued compliance with these Terms of Service, with the Lat49 Content Policies ("Content Policies") located at http://lat49.com/docs/contentpolicy.php and other policies that IDELIX may provide from time to time. IDELIX reserves the right to refuse to accept you into the Program for any reason. By enrolling in the Program you agree that IDELIX may serve third party and/or IDELIX provided advertisements (such IDELIX-served advertisements, collectively, "Ads") and/or IDELIX referral Ads ("Referral Buttons") in connection with the Web site(s) ("Site") you designate.

IMPLEMENTATION AND OPERATION OF ADS AND REFERRALS

You agree to comply with the specifications provided by IDELIX from time to time to enable proper delivery, display, tracking, and reporting of Ads and Referral Buttons in connection with your Site(s) including, without limitation, by not modifying the JavaScript or other programming provided to you by IDELIX in any way, unless expressly authorized in writing by IDELIX (including by electronic mail).

Ads: All Ads shall be displayed to end users of the Site(s) in the standard formats as offered generally by IDELIX from time to time, as described on lat49.com. You acknowledge and agree that: (i) Ads shall only be displayed in connection with your Site(s), each of which is subject to review and approval by IDELIX in its discretion at any time; and (ii) Ads shall be subject to the placement guidelines set forth herein; and (iii) you shall display only one (1) Ad on each site web page at one time.

Referral Buttons: If You have elected to use the Lat49 Referrals feature, you will implement any Referral Buttons on your Site(s) in accordance with the specifications provided by IDELIX. Each web page that contains a Referral Button must also contain other content related to your Site. End users who click on a Referral Button will be directed to a Web page hosted by IDELIX ("Referral Page"), the format, look and feel of which may be modified by IDELIX from time to time. A Referral Event ("Referral Event") will be initiated when an end user clicks on a Referral Button from the Site and will be completed when the referral requirements for the relevant Lat49 product are satisfied in accordance with this Agreement. Such referral requirements, along with the payment amount application to the referral event, are located at http://lat49.com/publisher/referrals.php, or such other URL as IDELIX may provide from time to time. You agree to comply with the specifications provided by IDELIX from time to time to enable proper tracking and reporting of Referral Events in connection with your Site.

PROHIBITED USES

You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate Referral Events, or impressions of or clicks on any Ad or Referral Button through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization Programs and/or software; (ii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page ("Advertiser Page") accessed by an end user after clicking on any part of an Ad, or any Referral Page; (iii) redirect an end user away from any Advertiser Page, or Referral Page; provide a version of the Advertiser Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page, or Referral Page; intersperse any content between the Ad and the Advertiser Page, or between the Referral Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, or from the Referral Button to the Referral Page; (iv) directly or indirectly access, launch, and/or activate Ads or Referral Buttons through or from, or otherwise incorporate the Ads, or Referral Buttons in, any software application, Web site, or other means other than your Site, and then only to the extent expressly permitted by this Agreement; (v) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads or Referral Events, or any part, copy, or derivative thereto; (vi) act in any way that violates any Content Policies posted on the Lat49 Web Site, as may be revised from time to time, or any other agreement between you and IDELIX. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

INDEMNITY

You agree to indemnify, defend and hold harmless IDELIX, its subsidiaries, affiliates, officers, agents, co-branders and other partners and employees, from any claim or demand, including, without limitation, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Program, your connection to the Program, your violation of the TOS and your violation of any rights of another.

NO RESALE OF PROGRAM

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program, use of the Program or access to the Program.

MODIFICATIONS TO THE PROGRAM

IDELIX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. You agree that IDELIX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Program.

TERMINATION

You may stop displaying Ads or Referral Buttons on any Site in the Program with or without cause at any time by removing the Lat49 JavaScript or similar programming from your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel your participation in the Program to us. This Agreement will be deemed terminated within ten (10) business days of IDELIX's receipt of your notice. IDELIX may investigate any activity that may violate this Agreement. IDELIX may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason.

NO GUARANTEE

IDELIX makes no guarantee regarding the level of impressions of Ads or clicks on any Ad or Referral Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to you under this Agreement

PAYMENT

You shall receive a payment related to the number of valid clicks on Ads, valid impressions of Ads, and/or valid completions of Referral Events initiated through Referral Buttons displayed in connection with your Site, in each case as determined by IDELIX for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to you shall be sent by IDELIX within approximately thirty (30) days after the end of each calendar month that Ads or Referral Buttons are running on your Site if your earned balance is $100 or more. In the event the Agreement is terminated, IDELIX shall pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by you (following IDELIX's receipt of your written request, including by email, to terminate the Agreement) or by IDELIX. In no event, however, shall IDELIX make payments for any earned balance less than $10. Notwithstanding the foregoing, IDELIX shall not be liable for any payment based on: (a) any amounts which result from invalid Referral Events, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by IDELIX, including without limitation through any clicks or impressions (i) originating from your IP addresses or computers under your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (b) Ads or Referral Buttons delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that IDELIX may deliver; (d) IDELIX advertisements for its own products and/or services (excluding payments based on completed Referral Events); or (e) Ads provided free of charge to advertisers by IDELIX for marketing purposes or (f) clicks or impressions co-mingled with a significant number of invalid clicks or impressions described in (a) above, or as a result of any breach of this Agreement by you for any applicable pay period. IDELIX reserves the right to withhold payment or charge back your account due to any of the foregoing or any breach of this Agreement by you, pending IDELIX's reasonable investigation of any of the foregoing or any breach of this Agreement by you, or in the event that an advertiser whose Ads are displayed in connection with your Site defaults on payment for such Ads to IDELIX. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. IDELIX may change its pricing and/or payment structure at any time. If you dispute any payment made under the Program, you must notify IDELIX in writing within thirty (30) days of any such payment; failure to so notify IDELIX shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by IDELIX. No other measurements or statistics of any kind shall be accepted by IDELIX or have any effect under this Agreement. The payments made under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by you that require separate payments) unless expressly authorized in writing by IDELIX (including by electronic mail).

LINKS

The Program may provide, or third parties may provide, links to other World Wide Web sites or resources. Because IDELIX has no control over such sites and resources, you acknowledge and agree that IDELIX is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that IDELIX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Programs available on or through any such site or resource.

IDELIX'S PROPRIETARY RIGHTS

You acknowledge and agree that the Program contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content presented to you through the Program is protected by copyrights, trademarks, Program marks, patents or other proprietary rights and laws. Except as expressly authorized by IDELIX, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Program, in whole or in part.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IDELIX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IDELIX MAKES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS AND/OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PROGRAMS, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PROGRAM WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDELIX OR THROUGH OR FROM THE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE PROGRAM. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE PROGRAM. IMMEDIATELY DISCONTINUE USE OF THE PROGRAM AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE PROGRAM: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IDELIX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IDELIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PROGRAMS RESULTING FROM ANY GOODS, DATA, INFORMATION OR PROGRAMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

CONFIDENTIALITY

You agree not to disclose IDELIX Confidential Information without IDELIX's prior written consent. "IDELIX Confidential Information" includes without limitation: (i) all IDELIX software, technology, programming, technical specifications, materials, guidelines and documentation you learn, develop or obtain that relate to the Program; (ii) click-through rates or other statistics relating to Site performance in the Program provided to you by IDELIX; and (iii) any other information designated in writing by IDELIX as "confidential" or any designation to the same effect. "IDELIX Confidential Information" does not include information that has become publicly known through no breach by you or IDELIX, or information that has been (a) independently developed without access to IDELIX Confidential Information as evidenced in writing; (b) rightfully received by you from a third party; or (c) required to be disclosed by law or by a governmental authority.

NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement.

NOTICE

IDELIX may provide you with notices, including those regarding changes to the TOS, by either e-mail, regular mail or postings on the PROGRAM.

PROPRIETARY INFORMATION

The IDELIX logo and product and PROGRAM names are the property of IDELIX Software Inc. (the "IDELIX Marks"). Without IDELIX's prior permission, you agree not to display or use the IDELIX Marks in any manner.

GENERAL INFORMATION

Entire Agreement. The TOS constitutes the entire agreement between you and IDELIX governing your use of this Program. You may also be subject to additional terms and conditions and agreements if you become a member of the Program.

Choice of Law and Forum. The TOS and the relationship between you and IDELIX shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and IDELIX agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Vancouver British Columbia Canada.

Waiver and Severability of Terms. The failure of IDELIX to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Program or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

VIOLATIONS

Please report any violations of the TOS to:

IDELIX Software Inc.
Attn: Marie Whelan
555 - 1122 Mainland Street
Vancouver BC Canada V6B 5L1
(604) 656-6301


	Lat 49 Publisher Terms of Service PLEASE READ VERY CAREFULLY THESE TERMS OF SERVICE BEFORE REGISTERING FOR THE LAT49 PUBLISHER PROGRAM. PARTICIPATION IN THE LAT49 PUBLISHER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE LAT49 PUBLISHER PROGRAM. INTRODUCTION The agreement ("Agreement") between you and IDELIX Software Inc. ("IDELIX") consists of this Lat 49 Publisher Program (the "Program") Standard Terms of SERVICE ("TOS"). A description of the Program as generally offered by IDELIX, is available at this site lat49.com or such other URL as IDELIX may provide from time to time. IDELIX may update the TOS from time to time without notice to you. You can review the most current version of the TOS at any time at http://lat49.com/docs/publishertos.php. Please note that IDELIX may offer other Programs that are governed by different Terms of Service. PROGRAM PARTICIPATION Program participation is subject to IDELIX prior approval and your continued compliance with these Terms of Service, with the Lat49 Content Policies ("Content Policies") located at http://lat49.com/docs/contentpolicy.php and other policies that IDELIX may provide from time to time. IDELIX reserves the right to refuse to accept you into the Program for any reason. By enrolling in the Program you agree that IDELIX may serve third party and/or IDELIX provided advertisements (such IDELIX-served advertisements, collectively, "Ads") and/or IDELIX referral Ads ("Referral Buttons") in connection with the Web site(s) ("Site") you designate. IMPLEMENTATION AND OPERATION OF ADS AND REFERRALS You agree to comply with the specifications provided by IDELIX from time to time to enable proper delivery, display, tracking, and reporting of Ads and Referral Buttons in connection with your Site(s) including, without limitation, by not modifying the JavaScript or other programming provided to you by IDELIX in any way, unless expressly authorized in writing by IDELIX (including by electronic mail). Ads: All Ads shall be displayed to end users of the Site(s) in the standard formats as offered generally by IDELIX from time to time, as described on lat49.com. You acknowledge and agree that: (i) Ads shall only be displayed in connection with your Site(s), each of which is subject to review and approval by IDELIX in its discretion at any time; and (ii) Ads shall be subject to the placement guidelines set forth herein; and (iii) you shall display only one (1) Ad on each site web page at one time. Referral Buttons: If You have elected to use the Lat49 Referrals feature, you will implement any Referral Buttons on your Site(s) in accordance with the specifications provided by IDELIX. Each web page that contains a Referral Button must also contain other content related to your Site. End users who click on a Referral Button will be directed to a Web page hosted by IDELIX ("Referral Page"), the format, look and feel of which may be modified by IDELIX from time to time. A Referral Event ("Referral Event") will be initiated when an end user clicks on a Referral Button from the Site and will be completed when the referral requirements for the relevant Lat49 product are satisfied in accordance with this Agreement. Such referral requirements, along with the payment amount application to the referral event, are located at http://lat49.com/publisher/referrals.php, or such other URL as IDELIX may provide from time to time. You agree to comply with the specifications provided by IDELIX from time to time to enable proper tracking and reporting of Referral Events in connection with your Site. PROHIBITED USES You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate Referral Events, or impressions of or clicks on any Ad or Referral Button through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization Programs and/or software; (ii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page ("Advertiser Page") accessed by an end user after clicking on any part of an Ad, or any Referral Page; (iii) redirect an end user away from any Advertiser Page, or Referral Page; provide a version of the Advertiser Page, or Referral Page that is different from the page an end user would access by going directly to the Advertiser Page, or Referral Page; intersperse any content between the Ad and the Advertiser Page, or between the Referral Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page, or from the Referral Button to the Referral Page; (iv) directly or indirectly access, launch, and/or activate Ads or Referral Buttons through or from, or otherwise incorporate the Ads, or Referral Buttons in, any software application, Web site, or other means other than your Site, and then only to the extent expressly permitted by this Agreement; (v) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads or Referral Events, or any part, copy, or derivative thereto; (vi) act in any way that violates any Content Policies posted on the Lat49 Web Site, as may be revised from time to time, or any other agreement between you and IDELIX. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against you, including an immediate suspension of your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. SPECIAL ADMONITIONS FOR INTERNATIONAL USE Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. INDEMNITY You agree to indemnify, defend and hold harmless IDELIX, its subsidiaries, affiliates, officers, agents, co-branders and other partners and employees, from any claim or demand, including, without limitation, reasonable attorneys' fees, made by any third party due to or arising out of your use of the Program, your connection to the Program, your violation of the TOS and your violation of any rights of another. NO RESALE OF PROGRAM You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Program, use of the Program or access to the Program. MODIFICATIONS TO THE PROGRAM IDELIX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. You agree that IDELIX shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Program. TERMINATION You may stop displaying Ads or Referral Buttons on any Site in the Program with or without cause at any time by removing the Lat49 JavaScript or similar programming from your Sites. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel your participation in the Program to us. This Agreement will be deemed terminated within ten (10) business days of IDELIX's receipt of your notice. IDELIX may investigate any activity that may violate this Agreement. IDELIX may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. NO GUARANTEE IDELIX makes no guarantee regarding the level of impressions of Ads or clicks on any Ad or Referral Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to you under this Agreement PAYMENT You shall receive a payment related to the number of valid clicks on Ads, valid impressions of Ads, and/or valid completions of Referral Events initiated through Referral Buttons displayed in connection with your Site, in each case as determined by IDELIX for its participants in the Program. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to you shall be sent by IDELIX within approximately thirty (30) days after the end of each calendar month that Ads or Referral Buttons are running on your Site if your earned balance is $100 or more. In the event the Agreement is terminated, IDELIX shall pay your earned balance to you within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by you (following IDELIX's receipt of your written request, including by email, to terminate the Agreement) or by IDELIX. In no event, however, shall IDELIX make payments for any earned balance less than $10. Notwithstanding the foregoing, IDELIX shall not be liable for any payment based on: (a) any amounts which result from invalid Referral Events, or invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by IDELIX, including without limitation through any clicks or impressions (i) originating from your IP addresses or computers under your control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (b) Ads or Referral Buttons delivered to end users whose browsers have JavaScript disabled; (c) Ads benefiting charitable organizations and other placeholder or transparent Ads that IDELIX may deliver; (d) IDELIX advertisements for its own products and/or services (excluding payments based on completed Referral Events); or (e) Ads provided free of charge to advertisers by IDELIX for marketing purposes or (f) clicks or impressions co-mingled with a significant number of invalid clicks or impressions described in (a) above, or as a result of any breach of this Agreement by you for any applicable pay period. IDELIX reserves the right to withhold payment or charge back your account due to any of the foregoing or any breach of this Agreement by you, pending IDELIX's reasonable investigation of any of the foregoing or any breach of this Agreement by you, or in the event that an advertiser whose Ads are displayed in connection with your Site defaults on payment for such Ads to IDELIX. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Program. IDELIX may change its pricing and/or payment structure at any time. If you dispute any payment made under the Program, you must notify IDELIX in writing within thirty (30) days of any such payment; failure to so notify IDELIX shall result in the waiver by you of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by IDELIX. No other measurements or statistics of any kind shall be accepted by IDELIX or have any effect under this Agreement. The payments made under this Agreement are for use by you only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by you that require separate payments) unless expressly authorized in writing by IDELIX (including by electronic mail). LINKS The Program may provide, or third parties may provide, links to other World Wide Web sites or resources. Because IDELIX has no control over such sites and resources, you acknowledge and agree that IDELIX is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that IDELIX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Programs available on or through any such site or resource. IDELIX'S PROPRIETARY RIGHTS You acknowledge and agree that the Program contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content presented to you through the Program is protected by copyrights, trademarks, Program marks, patents or other proprietary rights and laws. Except as expressly authorized by IDELIX, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Program, in whole or in part. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IDELIX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IDELIX MAKES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS AND/OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PROGRAMS, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PROGRAM WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDELIX OR THROUGH OR FROM THE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE PROGRAM. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE PROGRAM. IMMEDIATELY DISCONTINUE USE OF THE PROGRAM AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE PROGRAM: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT IDELIX SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IDELIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PROGRAMS RESULTING FROM ANY GOODS, DATA, INFORMATION OR PROGRAMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. CONFIDENTIALITY You agree not to disclose IDELIX Confidential Information without IDELIX's prior written consent. "IDELIX Confidential Information" includes without limitation: (i) all IDELIX software, technology, programming, technical specifications, materials, guidelines and documentation you learn, develop or obtain that relate to the Program; (ii) click-through rates or other statistics relating to Site performance in the Program provided to you by IDELIX; and (iii) any other information designated in writing by IDELIX as "confidential" or any designation to the same effect. "IDELIX Confidential Information" does not include information that has become publicly known through no breach by you or IDELIX, or information that has been (a) independently developed without access to IDELIX Confidential Information as evidenced in writing; (b) rightfully received by you from a third party; or (c) required to be disclosed by law or by a governmental authority. NO THIRD PARTY BENEFICIARIES You agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this Agreement. NOTICE IDELIX may provide you with notices, including those regarding changes to the TOS, by either e-mail, regular mail or postings on the PROGRAM. PROPRIETARY INFORMATION The IDELIX logo and product and PROGRAM names are the property of IDELIX Software Inc. (the "IDELIX Marks"). Without IDELIX's prior permission, you agree not to display or use the IDELIX Marks in any manner. GENERAL INFORMATION Entire Agreement. The TOS constitutes the entire agreement between you and IDELIX governing your use of this Program. You may also be subject to additional terms and conditions and agreements if you become a member of the Program. Choice of Law and Forum. The TOS and the relationship between you and IDELIX shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and IDELIX agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Vancouver British Columbia Canada. Waiver and Severability of Terms. The failure of IDELIX to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Program or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect. VIOLATIONS Please report any violations of the TOS to: IDELIX Software Inc. Attn: Marie Whelan 555 - 1122 Mainland Street Vancouver BC Canada V6B 5L1 (604) 656-6301	More... Terms of Use Lat49 Content Policy Advertiser Terms of Service