This Agreement contains all of the terms and conditions between LinkExchange ("LinkExchange"), and the individual or organization (the "Publisher") participating in the LinkExchange Publishers Program (the "Program"). In this Agreement, "we" and "us" means LinkExchange, and "you" means the Publisher participating in the Program. "LinkExchange Web Site" or "Our Site" means the web sites operated by LinkExchange, and "Your Site" means the web site(s) you submitted to be part of this Program.
1. Enrollment in the Program
To begin the enrollment process, you must submit a properly completed Program application via Our Site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it:
a. contains, promotes or links to sexually explicit or violent material;
b. promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
c. contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
d. contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
e. for any other reason that is deemed by us to be unsuitable.
In this regard, you understand that we reserve the right to conclude that Your Site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as Your Site. You also understand that if we accept your application, such acceptance shall not imply that Your Site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the Program at any time.
By enrolling in the Program, You represent that You are at least 18 years of age and agree that LinkExchange may serve third party and/or LinkExchange provided advertisements (collectively, "Ads") using LinkExchange's bidding-based advertising serving technology. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by LinkExchange.
2. Promotion of Our Program Relationship
As a Publisher, we will make available to you the code necessary to display the LinkExchange Ads, which, subject to the terms and conditions hereof, you may display as often and in as many areas on Your Site or/and any other site as you desire, however, you can not display more than one LinkExchange Ads set on each page of Your Site. The Code will serve to identify Your Site as a member of our Program.
a. LinkExchange Code
Subject to the terms of clause (b) below, the LinkExchange Code will consist of a JavaScript code provided by us (and subject to change from time to time in our sole discretion) which will enable Your Site to display the LinkExchange Ads.
b. Agreements Regarding The LinkExchange Code
In utilizing the Code referenced in clause (a) above, you agree that you will cooperate fully with us in order to establish and maintain such Code on Your Site. You also agree that you will substitute such Code with any new Code provided by us from time to time throughout the term of this Agreement. The Code may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. In addition, for the term of this Agreement, You agree to comply with the technical specifications provided by LinkExchange to enable proper display of the Code in connection with Your Site, including without limitation by not modifying the JavaScript or other programming provided to You by LinkExchange in any way.
3. Responsibilities and Opportunities of Publishers
a. If you qualify and agree to participate as an Publisher, you shall display the Code set forth above prominently throughout Your Site as you see fit and with our prior consent.
b. As an Publisher, you may become entitled to encrease you balance as set forth in Article 4.
c. Compliance with this Agreement: We have the right in our sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
4. Displaying ads.
For each time you publish an ad on Your Site your balance is encreased by one point for each ad. For each time LinkExchange have to display the ad, we will choose it using two rules:
a. Ads of sites with bigger balance are preferably shown.
b. The same ad can not be shown in one set.
For each time your ad is shown your balance is decreased by one point.
5. Your Responsibilities
You are solely responsible for ensuring that the content of Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
6. Publicity
You agree that LinkExchange may use Your name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. You shall not create, publish, distribute, or permit any written material that makes reference to LinkExchange without first submitting such material to us and receiving our prior written consent, which we agree shall not be unreasonably withheld.
7. Term of this Agreement and Termination
You may cancel the participation of any Site in the Program and/or terminate this Agreement with or without cause at any time by removing the JavaScript or similar programming from Your Sites. LinkExchange may at any time, in its sole discretion, terminate the Program, terminate this Agreement, or suspend or terminate the participation of any Site in the Program for any reason. In addition, LinkExchange reserves the right to terminate without notice any account that has not generated any clicks on Ads (as measured by LinkExchange) for a period of two (2) months or more.
8. Modification
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. A change notice will be posted on Our Site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement as provided in Article 7; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued participation in the Program following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change.
9. Relationship of Parties
You and LinkExchange are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Article.
10. Confidentiality
You agree not to disclose LinkExchange Confidential Information without LinkExchange's prior written consent. "LinkExchange Confidential Information" includes without limitation: (a) all LinkExchange software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by LinkExchange; and (c) any other information designated in writing by LinkExchange as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by You or LinkExchange, or information that has been (i) independently developed without access to LinkExchange Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
11. Limitation of Liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.
12. Indemnification
You hereby agree to indemnify and hold harmless LinkExchange, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) the development, operation, maintenance and content of Your Site and products and services offered from Your Site, or (iv) any claim related to Your Site, including, without limitation, content therein not attributable to us.
13. Notification
All necessary notices and requests required or permitted to be given under this agreement will be in writing under the form of fax, email or in writing via registered mail or certified mail return receipt requested. The date of receipt shall be deemed the date on which such notice or request has been given. Until such time as written notice of a change of address is given by either party, any such notice or request shall be deemed sufficiently addressed when directed to the addresses of the parties.
14. Construction
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
15. No Guarantee
LinkExchange makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of ad showing to be made to You under this Agreement.
16. No Warranty
LinkExchange MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
17. Governing Law
This Agreement shall be construed in accordance with the laws of Israel, exclusive of its choice-of-law principles. Exclusive jurisdiction of all disputes arising out of or in connection with this agreement shall reside in the federal of state courts located in Israel. The parties agree that they will attempt to settle any claim or controversy arising hereunder through consultation and negotiation in the spirit of mutual friendship and cooperation. Any dispute which the parties cannot resolve between themselves in good faith within six (6) months of the date of the initial demand by either party for such resolution will be submitted for final determination by one (1) mutually agreed arbitrator within Israel under the rules of the Israeli Arbitration Association's Commercial Arbitration Rules and Procedures, as amended by this agreement. The arbitration shall be conducted in strict confidence, and the arbitrator's power to award damages shall be limited by the terms of this agreement.
18. Entire Agreement
This agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between the parties. YOU ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS, YOU UNDERSTANDS THAT LinkExchange MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) ENGAGE IN SIMILAR ARRANGEMENTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
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