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Terms of Service

This Agreement shall govern participation in the RevenueDirect.com program (the "Program"). The term 'Client' shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration information at the end of this document. The Program is offered to you by RevenueDirect.com ("RevenueDirect").

To complete the application process, you must acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement, which constitutes acceptance of all the terms and conditions contained and referenced herein.

This Agreement will become effective when accepted by RevenueDirect at its offices in Vancouver, Washington, our principal place of business. RevenueDirect may elect to accept or reject your application for any reason at its sole discretion.

Information on this web site may contain inaccuracies or typographical errors. Information may be modified and/or updated at any time without notice to you. This website does not constitute an offer or contract.

We may provide links to other web sites that we feel have relevant content. However, we make no representations whatsoever about other web sites that you may access through this one. When you access a third party web site, understand that it is separate from RevenueDirect, and that RevenueDirect has no control over the content on that web site. In addition, a link to a third party web site does not mean that RevenueDirect endorses or accepts any responsibility for the content, use or products and services made available through such web site.

1. OBLIGATIONS OF THE PARTIES
1.1 Throughout the Term of this Agreement, RevenueDirect shall operate the Program. When properly accessed by Client, the Program will enable the Client to transmit domain name registration information for TLDs with respect to which RevenueDirect may act as the content provider during the term of this Agreement, according to specifications provided to Client by RevenueDirect. RevenueDirect will provide Client with an interface to the Program's Stats.

1.2 Client shall be obligated to make changes in its operation, at its expense, to utilize all upgrades and needed information to allow Program to run on its domain name(s).

1.3 Client agrees to comply with any and all policies, terms and conditions of VeriSign, Inc. and ICANN or such other registration agreement as ICANN, VeriSign or Registrar of domain name shall post on their website from time to time, but only those portions that are applicable to all registrars, including, but not limited to, those that will prohibit the registration of certain domain names.

1.4 During the Term of this Agreement, Client shall submit all data elements as specified in the interface to the Program, using the appropriate protocols. Client acknowledges and agrees that it shall have no right, title, or interest in and to the data elements consisting of the IP addresses of nameservers nor the content provided on those nameservers by Program.

1.5 In each instance, Client agrees to employ in its domain name registration(s) the proper contact information required by the Registrar of that particular domain name in accordance with ICANN standards.

1.6 Client agrees that in the event of any dispute concerning the domain name, it will immediately notify RevenueDirect and request a hiatus in the use of the domain name for the Program till the dispute is resolved. Client is responsible and will indemnify RevenueDirect for any costs incurred as a result of the dispute that impacts RevenueDirect.

1.7 Client agrees to comply with all other reasonable terms or conditions established from time to time, to assure sound operation of the Program by RevenueDirect, upon notification of such changes.

2. TERMS & TERMINATION
2.1 This agreement shall commence upon acceptance of Client's application and will continue for one year. This agreement shall automatically renew for successive one-year terms, unless either party gives written notice of non-renewal at least 30 days prior to the end of the existing term. In the event of a renewal, the Parties agree that the Payment associated with this Agreement may change.

2.2 All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement.

a. The Program reserves the right to terminate any agreement immediately, without notice, at their discretion at any time for any reason.

b. Client may not generate traffic to their website or our links by any of the following methods: listings on newsgroups, bulk e-mailing, ICQ postings, or chatroom/IRC postings, iframes, frames, zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, java-scripts, or any other similar method. Client shall not misuse templates, modify the website, create content, or generate keywords for users on subjects that are not related to and/or do not have a logical and clear connection with domain name (i.e. golfcountry.com using an Adult template and/or mortgage keywords). The purpose of relevant traffic is so that it could reasonably be expected that individual users that make up the traffic to the website would be interested in the advertisements presented on the website.

c. Client may not beg, ask, entice, pay to read (PTR), mislead, or give incentives to users to reach the website and click on our links. Client should not misguide traffic or indicate that users will receive anything other than an internet search by clicking on a textlink or search box.

d. Clients will not be credited for traffic that originates from countries where the primary language is not English. Clients may be terminated and/or payments may be reduced for legitimate traffic if there is excessive traffic from these countries that impact our system and/or contracts with any of our partners.

e. The Program reserves the right to terminate your account if it is idle for more than a month

f. Clients will not use any means whatsoever to automatically generate clicks on paid listings, page views, unique or non unique type-ins or impressions.

g. Clients will not utilize at any time any domain names in connection with Program that infringe upon any intellectual property rights of any third party, including but not limited to, trademark rights, copyrights, patent rights, trade secret rights, or rights of publicity.

h. All information provided by Client to Program shall be complete, truthful, current, and accurate. Client shall maintain and promptly update any data provided to Program so that it is complete, truthful, current, and accurate.

i. Client will not attempt to solicit any of Program's advertisers during the term of this Agreement and for one year after termination of this Agreement.

j. Client understands and will allow Program to redirect their Domain Name(s) to Program advertiser's listings or directly to the advertisers website upon the advertisers consent.

2.3 RevenueDirect reserves the right, at any time, to reject the entry of any Domains into our Domain Database or to remove and blacklist Domains which have already been entered, without prior warning, without giving any reasons and at any time, especially in the case of Client's violation of this Agreement, or suspected violation of rights of a third party concerning a Domain, or suspected violation of applicable laws.

2.4 Inability to comply with any of the said terms of this agreement will forfeit any unpaid earnings and result in the termination of Client's account. Further legal course of action may be considered to prosecute violating Clients.

2.5 Upon termination of this agreement and/or your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Program. RevenueDirect is under no obligation to maintain any such data or information.

2.6 "Landing Page" is defined as an html page or a framed html page hosted by RevenueDirect displaying search links and or other content from RevenueDirect servers. "Search Results Page" is defined as an html page hosted by RevenueDirect displaying search results, which has resulted from a typed in search or a keyword click from and only from a RevenueDirect hosted Landing Page.

a. Client shall not enter into any arrangement or agreement under which any third party pays fees or shares in any revenue payments and/or royalties for any search Results displayed on the Client Site, except as permitted in this Agreement.

3. REPRESENTATIONS & WARRANTIES
3.1 The Program represents and warrants that it has full power and authority to enter into this Agreement.

3.2 Client ("Domain Name Owner" or "Client") represents and warrants that: (i) it is a sole proprietor, a partnership, or it is a corporation duly incorporated, validly existing and in good standing under the laws of the State/Country of its domicile. (ii) it has all requisite legal power and authority to execute, deliver and perform its obligations under this Agreement: (iii) the execution, performance and delivery of this Agreement by its officers, employees and agents has been duly authorized by Client; (iv) it will not place in the Program any domain names which would violate section 2 above; (v) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Client in order for it to enter into and perform its obligations under this Agreement; and, (iv) there is no pending or, to the best of Client's knowledge, threatened claim, action, or proceeding against Client, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Client's trademarks, and, to the best of Client's knowledge, there is no basis for any such claim, action or proceeding. Client agrees to set up a user account and to fill out the registration form completely and accurately.

3.3 Domain Name Owner is solely responsible for conducting any due diligence, searches or other inquiries, including, without limitation, any trademark searches, necessary and/or appropriate to confirm that RevenueDirect's use of any domain name parked with RevenueDirect in accordance with this Agreement does not and will not infringe, violate or breach the rights of any party. Domain Name Owner shall promptly notify RevenueDirect in writing of any: (1) products or services that it believes should not be advertised in connection with any domain name, which notice shall include a reasonably detailed explanation of the basis of Domain Name Owner's determination that such products or services should not be advertised in connection with such domain name, and (2) any claims pending or threatened against Domain Name Owner or any of its affiliates in connection with any domain name parked with RevenueDirect. Domain Name Owner represents and warrants that each domain name it elects to park with RevenueDirect, and RevenueDirect's use of such domain name in accordance with this Agreement, does not and will not violate, infringe or breach any rights, including, without limitation, any trademark rights, of any party. Domain Name Owner hereby agrees to indemnify, defend and hold RevenueDirect harmless for any claims made against or damages suffered (including, without limitation, for reasonable attorneys' fees) by RevenueDirect arising from or in connection with any domain name parked with RevenueDirect by Domain Name Owner.

3.4 Client also represents and warrants that: (1) you have registered the Domain with the appropriate Domain registrar or other registration authority; (2) your registration of the Domain is current and not subject to deletion, cancellation, rescission, or deactivation by the applicable Domain registrar or other registration authority; (3) you have not taken any action that would impair your ability or right to transfer the Domain registration and no such action has been taken against you; (4) the Domain is not the subject of any legal proceedings challenging your right to register or use the Domain; (5) you will accurately describe the subject listing; and (6) you own and have the right to sell the content, if any, listed as part of your Domain. You will not under any circumstances list or transfer the rights to any Domain that you do not have sufficient rights to transfer or that is illegal to transfer under applicable law. RevenueDirect may refuse or remove any Domain which, in RevenueDirect's sole discretion, infringes or violates the proprietary rights of any third person or any other Domain, or which in RevenueDirect's sole discretion, is inflammatory, offensive, inconsistent with RevenueDirect's general policies or otherwise may infringe any proprietary right of any third party.

4. PAYMENT AND TAXES
4.1 The Program will pay Client a commission earned for each approved click on Program textlink or search box. Client will be paid via check in U.S. currency only, by the 25th of each month for the prior month's earnings, if above the minimum payment amount discussed below, less any amount the Program determines, in its sole discretion, was not validly earned from proper use of the Client's website. In some cases, at RevenueDirect's discretion, payment could be done utilizing either electronic or wire transfer services. The cost of such transaction(s) will be deducted from a Client's commissions.

4.2 No payment will be issued for any amount less than fifty U.S. Dollars ($50.00) ("minimum payment"). Un-issued earnings will be held until the month in which the total amount due is accumulated to at least the minimum payment amount. In the event that Client's domain remains dormant/inactive without valid traffic, as determined by RevenueDirect, for a period in excess of 180 days, all earnings accrued shall be forfeited. No payment will be made if a Client terminates the Program with total earnings less than $50.00; the amount shall be forfeited to RevenueDirect.

4.3 Client understands and agrees that the Program shall withhold Taxes as required by law from any payments due to Client and that it is the responsibility of Client to pay all local, state, federal, and/or foreign taxes on income received from the Service. Client agrees to indemnify from and reimburse to the Program any claim or assessment of Taxes by any foreign, United States, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this paragraph. Client will be required to fill in the W-9 Federal Tax form to complete this application.

5. MODIFICATIONS
5.1 The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions. You agree to periodically review our Website, including the current version of this Agreement available on our Website, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or United States mail addressed as follows, Attention: RevenueDirect.com, 8100 NE Parkway Drive, Suite 300, Vancouver, Washington, 98662. Notice of your termination will be effective on receipt and processing by us. By continuing to use the Program after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes.

6. GENERAL
a. Confidentiality. The parties acknowledge that in connection with this agreement they will have access to certain confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes information either marked as confidential or information known by the receiving party as being treated by the disclosing party as confidential. Each party agrees to keep Confidential Information confidential and not to use such information except as authorized by this agreement or otherwise authorized by the disclosing party, and to accord such information the same standards and protections that it uses to protect its own confidential business information. Each party will limit dissemination of Confidential Information to its employees, contractors, or agents who reasonably require access in order to carry out the terms of this agreement and now have been informed of an obligation to maintain confidentiality. Except for Confidential Information necessary to performance of obligations or exercise of rights under this agreement, materials or documents containing Confidential Information will be returned to the disclosing party promptly following written requests thereof. Confidential Information will not include information: (i) that is now or becomes generally available to the public through no fault or breach by the receiving party; (ii) that the receiving party can document was already known to it prior to disclosure by the disclosing party; (iii) that was independently developed by the receiving party without use of any of the other party's Confidential Information; and (iv) that the receiving party rightly obtained from a third-party who had the right to transfer or disclose it. If the receiving party is subpoenaed or ordered by any court of governmental agency to disclose Confidential Information, it will provide prompt written notice to the other party so as to allow that party to seek a protective order to protect the confidentiality of such information.

b. Intellectual Property/Trademarks.
(i) RevenueDirect and its Partners and Service Providers will retain ownership of their intellectual property. Except as expressly provided in this agreement, Client is not authorized or licensed to use RevenueDirect's and its Partners' and Service Providers' intellectual property. Client will not (1) use, register, reproduce, sublicense, distribute or dispose of any of intellectual property rights; (2) alter, create derivative works of, edit, modify or revise intellectual property rights; (3) reverse engineer, reverse compile, or disassemble intellectual property rights in whole or in part; (4) rent, lease, loan, electronically transfer or otherwise make available intellectual property rights to another party; or (5) permit any other person or entity to do any of the foregoing.

(ii) Each party is authorized to use the trademarks of the other party to refer to the other party's services or as reasonably necessary or desirable in implementing hyperlinks, referrals, and other activities contemplated by this agreement. The particular form of usage will be subject to the approval by the party owning the trademark, which approval will not unreasonably be withheld. Each party will comply with the other party's applicable trademark policies and procedures as may be in effect from time to time.

c. NO WARRANTY. REVENUEDIRECT SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO REGISTRATION, SUBSCRIPTION AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY FITNESS FOR ANY PARTICULAR PURPOSE, PROPER WORKMANSHIP, NON-NEGLIGENCE, OR NON-INFRINGEMENT. REVENUEDIRECT DOES NOT WARRANT THAT THE SERVICES OR REVENUEDIRECT SITE(S) ARE ERROR-FREE, OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION, OR WITH RESPECT TO THEIR QUALITY, RELIABILITY, TIMELINESS OR SECURITY. CLIENT AGREES THAT REVENUEDIRECT IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY OTHER PARTY (INCLUDING ADVERTISERS) OR NOT WITHIN THE REASONABLE CONTROL OF REVENUEDIRECT. REVENUEDIRECT MAKES NO REPRESENTATION ON WHETHER THE ACTIVITIES AND SERVICES PERFORMED REQUIRE A TAX IN THE UNITED STATES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

d. LIMITATION OF LIABILITY. YOU AGREE THAT REVENUEDIRECT, ITS PARTNERS AND SERVICE PROVIDERS, WILL NOT BE LIABLE FOR ANY (A) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE(S); (B) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, WITH ERROR OR OTHER MODIFICATION; (C) SUSPENSION OR LOSS OF THE DOMAIN CONTENT; (D) USE OF YOUR DOMAIN BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (E) INTERRUPTION OF BUSINESS; (F) THE PROCESSING OF THIS APPLICATION; OR (G) EVENTS BEYOND REVENUEDIRECT'S REASONABLE CONTROL. REVENUEDIRECT, ITS PARTNERS AND SERVICE PROVIDERS, WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND FOR ANY USE OF THIS WEBSITE, OR ANY OTHER HYPERLINKED WEB SITE (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE), REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, OR OTHERWISE, EVEN IF REVENUEDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REVENUEDIRECT'S MAXIMUM AGGREGATE LIABILITY EXCEED $100 U.S. DOLLARS. SOME STATES MAY NOT ALLOW SUCH A BROAD EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, AS CONTAINED HEREIN; IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

e. INDEMNIFICATION FOR LIABILITY. CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD REVENUEDIRECT AND ALL OF ITS RESPECTIVE CURRENT AND FORMER OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY REVENUEDIRECT RELATED TO OR ARISING OUT OF ACTS, OMISSIONS OR BREACH OF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES.

f. Force Majeure. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

g. Notice. Notice shall be sufficiently given only if in writing and transmitted by facsimile to the party's facsimile number, delivered personally or by a nationally recognized courier service, or mailed by prepaid registered mail addressed to the party for whom it is intended, at the address noted in Client's account, for Client, or Whois information, for RevenueDirect.

h. Assignment. RevenueDirect may assign this agreement and/or its responsibilities under this agreement at any time. Client may not assign this agreement, in whole or in part, without RevenueDirect's written consent. Any attempt by Client to assign this Agreement without such consent will be null and void and may result in this agreement being void, at RevenueDirect's discretion. In the event of sale/new ownership of Client, this agreement shall follow with the newly transferred Registrant.

i. Status Of Parties. Nothing in this Agreement shall be construed to make the Parties partners, in joint venture, representatives or agents of each other, nor shall either Party so represent to any third person.

j. Governing Law. This Agreement, your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the State of Washington, as if the Agreement was a contract wholly entered into and wholly performed within the State of Washington. Any action to enforce this Agreement or any matter relating to your use of the website (including class actions or individual suits, regardless of whether or not a similar action and/or comparable remedy could be pursued in a foreign state) shall be brought exclusively in the Superior Court in Clark County, Washington, or if there is no jurisdiction in such court, then in the United States District Court for the Western District of Washington in Tacoma. Any Client discovered committing fraud in connection with the offering of services under this agreement shall be prosecuted to the fullest extent of the law.

k. Attorneys' Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against any Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

l. Entire Agreement. This Agreement is not an offer and it is not effective until accepted and/or signed by both parties. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature.

m. Severability. If any term or provision of this agreement will to any extent be invalid or unenforceable, the remainder of this agreement will not be affected thereby and each term and provision of the agreement will be valid and enforced to the fullest extent permitted by law.

7. ACCEPTANCE OF AGREEMENT.
7.1 By checking the "I have read and agree to the Terms of Service" box at the bottom of the account sign-up form, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated the desirability of this Client agreement and are not relying on any representation agreement, guarantee or statement other than as set forth in this agreement.

(May 2007)