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Terms & conditionsThis Publisher Agreement ("Agreement") contains the terms and conditions that apply to your participation as an affiliate publisher (“you” or "Publisher") in the SharePoint Ads Program (the “Program” or “Affiliate Program”) through SharePointAds.com (“Company’s Site”) by IT Media Network LLC (“we”, “us” or “Company”). Publisher acknowledges that it may participate in the Program only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether or not to accept Publisher into the Program. By submitting an online application to become a Publisher, or by sending your approval via the email, you warrant that you have read and understand this Agreement, and you agree to be bound by it. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right in our sole and absolute discretion, to accept or reject your application for any or for no reason whatsoever. Upon notice of acceptance of your application, this Agreement shall be effective between you and the Company. This Agreement does not extend to any 3rd party. If we reject your application you will not be able to participate in the Program. 1. Definitions. For purposes of this Agreement, the following definitions apply: "Advertising" or "Advertisements" means any and all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet that promote participating Vendors’ Products or Services and contain a Link to the Advertiser Site. “Filler Ads” means any and all banner or box-style advertisements, pop-up or pop-under placements, text links or other similar solicitations through the Internet that promote participating Vendors’ Products or Services and that contain a Link to the Advertiser Site without any compensation to the Publisher. “Vendor” means any company participating in the program providing Advertising and making it available to the Publishers through the Company and the Program. "Vendor Products and Services" means those proprietary products and services currently offered on the Vendor Site, and any proprietary products or services as may be offered at a future date on the Vendor Site during the Term of this Agreement. "Customer" means any person or entity who (i) successfully purchases a Vendor Product or Service from the Vendor Site (ii) using a Link and (iii) through such Link provides a valid email address and valid credit card information to facilitate such purchase via the Vendor Site, and (iv) provided that the person or entity has not previously purchased a product or service through the Vendor Site. “Publisher” means any person or entity that has submitted an online Participation Application and has been accepted for participation in the Program in accordance with the terms of this Agreement. “Intellectual Property Rights” means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. 2. Term and Termination. The term of this Agreement ("Term") will begin upon our acceptance of your application and will end when terminated by either party in writing or by email. The Term of this Agreement shall be continuous, unless and until either party properly terminates this Agreement, in accordance with the following: (i) either party may terminate this Agreement immediately by giving notice to the other party; or (ii) Publisher agrees and acknowledges that if Publisher breaches any provision of this Agreement Company may immediately terminate Publisher from the Program. Upon termination of this Agreement, Publisher must immediately remove from Publisher's Web site(s) and cease using any Advertising or Links from the Program. Following termination of this Publisher Agreement, Publisher agrees to refund any amounts that were earned from the Program in breach of this Agreement. Upon termination of this Agreement, Publisher shall immediately cease serving or using Advertisements. No Referral Fees or bonuses shall be due with respect to Customers who register after the date of termination. We reserve the right to withhold your final payment for up to 120 days as necessary to calculate properly any amount due to you. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will be extinguished, except for those rights and obligations that either by their express terms survive or that are otherwise necessary for the enforcement of this Agreement. Sections 5 and 8 of this Agreement, inclusive, and the provisions of this Agreement that impose obligations on Publisher, shall survive any termination of this Agreement. Company may terminate Publisher from its Program and Publisher will forfeit all monies resulting therefrom if: (a) Publisher has become or is likely to become subject to litigation or other regulatory legal action that may adversely affect Company’s or Vendor’s business; (b) Publisher sends unsolicited emails to Company or Vendor users, provides false account information, or falsely or wrongfully increases the amount of Referral Fees payable; or (c) Publisher does not comply with any provision of this Agreement. 3. Obligations of Company. Upon acceptance of your application, you will have the ability to enter the password-protected site for the Program ("Control Panel"). The Control Panel will contain certain commission reports and traffic information related to your relationship with Company and this Program. These reports will contain estimates of (i) the number of Internet user click-throughs to the Advertiser Site(s) from use of Advertising and (ii) the Referral Fees payable to you pursuant to Section 4, below. Publisher acknowledges that there may be delays in the reporting of information. The Referral Fees paid to you (“Approved Commissions”), and adjustments for chargebacks will be made after reporting of any sale or activity within 45 days after the end of the month in which sales or activities occurred. Company shall provide you with all Vendor Advertising and you shall use only Advertising provided by Company in promoting Vendors and/or the Vendor’s Products and Services, in accordance with instructions provided to you by Company either in the Control Panel, by e-mail communication or any other media sources. The Advertising available for your use will be made available on the Control Panel. Company shall be solely responsible for publishing and modifying all Advertising. 4. Referral Fee. During the Term of this Agreement, Company shall pay you a fee ("Referral Fee") for either each click or sale, or per Advertisement delivery according to the payment terms posted in the Control Panel per each participating Vendor campaign as of the last day of the month, as documented on the reporting system located on the Control Panel. Company reserves the right to adjust the Approved Commissions payable to you to the extent of any reporting errors, fraudulent sales, test clicks, fraudulent or automated clicks or intentional manipulations of the registration or sales process, all as determined in our discretion. In addition to all other remedies available to us, we shall have the right to refuse to make any payment to you with respect to any Customer that we determine was obtained as a result of promotional efforts that were in breach of this Agreement. The Referral Fees payable shall be in accordance with the Vendor Fee pricing schedule set forth in the Control Panel. Company reserves the right to change the Vendor Fees payable hereunder by providing email or other media sources notice to you and/or reflecting such changes on the Campaign Payment Schedule. Any changes to the Referral Fees shall become effective immediately after notice to you or posting of the new Vendor Fee on the Campaign Payment Schedule. Company reserves the right to automatically select and replace Advertising placed on Publisher Site in the event Vendor has reached its maximum allocated monthly dollar amount or no longer participating in the Program and no replacement is available. In the event of unavailable Advertising, Filler Ads will be placed until paid Advertising becomes available. Company shall process payments to you for any Vendor Fees approximately within 60 days after the end of the month during which they were earned. Vendor Fees will be paid to you after receipt of payment by the Company from the appropriate Vendor. Partial program payments will be processed in case certain Vendor delays payment. Notwithstanding anything herein to the contrary, there may be up to 14 days of delay in between the reporting of a sale and the reporting of Publisher’s Referral Fee through Affiliate’s Account page in our service, and adjustments for chargebacks may be made up to 40 days after the reporting of the purchase. Under no circumstances the Company shall be responsible for any fees that are due to the Publisher on behalf of the Vendor if not collected from the Vendor. In case collection agency or any other legal organization becomes involved, as per Company’s sole discretion, in collecting outstanding fees from Vendors, all processing and legal fees will be deducted from collected outstanding balance and payment processed to the Publisher proportionate to all Publisher’s with outstanding Vendor fees compensation. 5. Certain Obligations of Publisher. As a Publisher, you are permitted to promote the Vendor Products and Services only through Advertisements made from links from your Web site approved into the Program and displayed only on SharePoint-related content sections of your approved Web site to the Vendor Site through code provided by the Company. All promotional activities undertaken by you to promote the Vendor Products or Services shall be made in accordance with prudent business practices and in accordance with all applicable laws and regulations. All information obtained at the Company Sites from individuals linking to the Vendor Sites shall be the sole and exclusive property of Company and Vendors and, except as specifically provided herein, you shall neither have access to such information nor use any device, technique or software to obtain information from the Company or Vendor Sites. You shall replace any Advertising displayed on your site with any new Advertising provided by Company within three (3) days after receiving notice from Company of the new Advertising. You shall not modify any Advertisement in any way. Your site shall not in any way copy or resemble the look and feel of the Company or Vendor Site, nor shall you create the impression that your site is the Company or Vendor Site or a part of the Company or Vendor Site. You shall not use the name of the Company or the Vendor, or the Company Web site or the Vendor Web site, or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the Company or Vendor Site. During and after the Term, you will not disparage Company, Vendor, the Company or Vendor Sites or the Company or Vendor Products or Services, or portray any of these in a derogatory or negative manner. You will be solely responsible for the development, operation, and maintenance of your site and for all materials related thereto. For example, you will be solely responsible for: • the technical operation of your site and related equipment • creating and posting Vendor Advertisements on your site and linking those to the Vendor Site trough the code available in the Control Panel • the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials) • ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) • ensuring that materials posted on your site are not libelous or otherwise illegal • ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers We disclaim all liability for these matters. Further, you will indemnify and hold us and Vendors harmless from all claims, damages, losses, and expenses (including, without limitation, attorneys’ fees, payable as incurred) relating to the development, operation, maintenance, and contents of your site, use of the Advertising, violation of this Agreement, and/or violation of any right of another party. This Agreement may not be assigned or otherwise transferred by you without the express written consent of Company. You shall not provide any Advertisement to any third party, subaffiliate or agent (“Agent”) without the written permission of Company. Any such permission must clearly identify the third party, subaffiliate or agent and include their business name, physical address, and Web site URL. It is within the sole and exclusive discretion of Company to grant or deny any such permission and, even if granted, such permission may be revoked by Company for any reason or for no reason at any time. Company shall not be a party to any agreement that you have with an Agent and you are not authorized to make any commitments on behalf of Company to any such Agent, including commitments regarding payment of fees to the Agent by Company or commitments for licenses to Company’s name, logo(s), any provided images, or other intellectual property. Agents are not third party beneficiaries of this Agreement with Company. Any breach by your Agents of the terms and conditions of this Agreement shall be deemed a breach of this Agreement by you and Company shall have full recourse against you with respect to such breach. Publisher agrees that Company can disclose Publisher’s information and its participation in the program on its Company Web site and in the promotional materials as deemed appropriate. 6. Ongoing Compliance. Publisher's continuing compliance with this Agreement is a condition of continuing participation in the Program. Company reserves the right to review and audit Publisher's Web site from time to time to determine if Publisher is in continued compliance with this Agreement. Publisher's Web site must be and remain fully functional. 7. Adult Content and Other Unacceptable Content. Publisher may not post adult-oriented content on any page on which the Advertising appears. Company considers content to be "adult" if it contains nudity, is sexually explicit, pornographic, lewd, obscene, primarily intended for sexual gratification or is otherwise inappropriate for minors, as determined in Company’s sole discretion. Publisher may not post any offensive or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, as determined in Company’s sole discretion. 8. Use of Advertiser Content. Publisher agrees that it is sublicensed only the exact Advertising provided by Company and only in the form and manner available from and as specified by Company. Vendor shall have complete discretion to evaluate Publisher's use to decide whether that use violates any applicable terms and conditions. Publisher may not distribute, transfer, sublicense or otherwise use the Advertising in a manner inconsistent with this Agreement. Publisher acknowledges that Company owns and will retain all right, title, and interest in the Advertising, including, without limitation, any proprietary rights that may be developed in the future. Publisher will ensure that the presentation of the Advertising is consistent with Vendor’s own use of the Advertising in comparable media. Publisher will not remove or modify any trademark, service mark, or privacy policy notices from the Advertising. Publisher will not present or use the Advertising: (i) in a manner that could be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Company or Vendor, or Company’s and Vendor’s representatives; (ii) in a manner that is misleading, defamatory, libelous, obscene, or otherwise objectionable, in Company’s and Vendor’s reasonable opinion; (iii) in a way that infringes, derogates, dilutes, or impairs the rights of the Advertising; or (iv) as part of a name of a product or service of a company other than Vendor. Publisher will make any changes to its use of the Advertising as are requested by Company. Publisher will not publish any prices, special offers or discounts in connection with the Advertising on its Web site, unless such prices, special offers or discounts were included by Company in the unmodified Advertising. ALTERING OR ANY UNAUTHORIZED USE OF THE ADVERTISING IS STRICTLY PROHIBITED AND WILL RESULT IN TERMINATION FROM THE PROGRAM WITHOUT PAY. ALL RIGHTS NOT EXPRESSLY GRANTED BY COMPANY ARE RESERVED. 9. Modification. Company may modify any of the terms and conditions contained in this Agreement at any time in our sole and absolute discretion effective immediately upon notice to you. Modifications may include, but are not limited to, changes in Referral Fees, payment procedures, and permitted promotional activities. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR NEW AGREEMENT, AS APPLICABLE. 10. Disclaimer. THE COMPANY SITE AND RELATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE COMPANY SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF THE COMPANY SITE, OR ANY THIRD-PARTY’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND COMPANY SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. COMPANY SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF COMPANY’S PRODUCTS OR SERVICES. 11. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE AFFILIATE PROGRAM. WITHOUT LIMITING THE FOREGOING, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID TO PUBLISHER UNDER THIS AGREEMENT, BUT IN NO EVENT GREATER THAN $1,000. 12. Relationship of Parties. Publisher, Vendor and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Publisher will have no authority to make or accept any offers or representations on Company’s or Vendor’s behalf. Publisher will not make any statement, whether on the Publisher’s site or otherwise, that reasonably would contradict anything in this Section. Publisher, as an independent contractor, will have sole responsibility for its expenses, taxes, employees, sales representatives and agents. 13. Public Announcements. Publisher may not make any public announcement or press release about the terms of the Agreement without Company’s prior written approval and consent. 14. Confidentiality. Publisher acknowledges that by reason of its relationship to Company and Vendors hereunder it will have access to certain information and materials concerning Company’s and Vendor's business, plans, customers, technology, products and services that are confidential and of substantial value to Company and Vendors, which value would be impaired if such information were disclosed to third parties. In particular, the parties hereto acknowledge that the information regarding Customers obtained during the Term and the effectiveness of Advertising hereunder are highly confidential and valuable to Company and Vendors. Publisher agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such information revealed to it as a result of or arising out of the relationship hereunder (other than to fulfill its obligations under this Agreement). Publisher shall take every reasonable precaution to protect the confidentiality of such information. Notwithstanding anything in this Section to the contrary, any information (i) required by legal process to be disclosed, (ii) already in the public domain or (iii) released through no fault of the parties, will not be considered confidential information hereunder. 15. Reservation of Rights. Company reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Company retains all right, title, and interest in and to the Company Brand Features and the Company Site, together with all Intellectual Property Rights thereto. 16. Program Information. Vendors will own all right, title and interest in and to all information that is created or collected in the operation of the Vendor Site including, without limitation: (i) any contact information collected from any Customers (the "Contact Information"); and (ii) any information collected about product or services sales at the Vendor Site generated through the Publisher Link(s) (the "Sales Information"). 17. Order of Precedence. In the event of an inconsistency between other agreements between Company and Publisher (if any), and this Agreement, this Agreement will control. 18. Miscellaneous. This Agreement shall be treated as though it were executed and performed in Livingston, New Jersey, USA, and shall be governed by and construed in accordance with the laws of the State of New Jersey (without regard to conflict of law principles). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. This Agreement may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and unenforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. No waiver of any provision of this Agreement shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement. Notices may be made by Company by email or through posting on the Company Site. Notices and other communications to you, as required or permitted to be given hereunder, that are posted on the Company Site and/or otherwise e-mailed to the e-mail address provided in your application, shall be deemed effective upon posting or e-mailing. Notice or other communications to Company shall be sent by e-mail and shall be deemed effective one business day after receipt of e-mail confirmation. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Company and Publisher with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Company and Affiliate with respect to the subject matter hereof. Each party hereby represents that it has the authority and capacity to enter into this Agreement, including that all individuals executing this Agreement are 18 years of age or older. This Agreement constitutes the entire agreement between Company and Affiliate and governs participation in the Affiliate Program, superseding any prior or contemporaneous agreements between Company and Affiliate. This Agreement does not replace any agreements that may be in place between Publisher and Vendor directly, if the Company has no affiliation with the actions within that agreement. 19. Arbitration. Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof and the enforceability of this arbitration clause), any transactions or activities under this Agreement or your relationship with us or any of our publishers shall be submitted to confidential binding arbitration in Livingston, New Jersey, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of New Jersey (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules of JAMS in existence at the time of the commencement of the arbitration. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Each party shall bear its own attorneys’ fees, costs, and expert witness fees. Each party shall bear one-half of the arbitration fees and arbitration costs incurred through JAMS. 20. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT VENDORS MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. 21. Acknowledgement. BY APPLYING FOR THE COMPANY AFFILIATE PROGRAM, YOU ACKNOWLEDGE THAT YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS DOCUMENT. Publisher acknowledges its agreement to this Affiliate Agreement by applying to the program through the Company site agreeing to the terms and conditions contained herein or by digitally accepting it via an email. I agree to the terms & conditions