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Agreement
The Terms of Service and Conditions found
below shall govern participation in the Golden-Egg.net's
publisher program (the "Program").
Your participating in the Program is bound
by your adherence to the Terms of Service
stated in this Agreement. The term' publisher'
shall refer to any individual or entity who
accepts the terms and conditions of this
Agreement and thereby enters into a legally
binding contract with Golden-Egg.net
upon submitting the publisher Program application
form.
Responsibilities
publisher shall enable users of publisher's
web site to perform search queries or provide
them with links by utilizing any form of
the Intellectual Property provided by Golden-Egg.net
deemed necessary for publisher such as verticals,
Search Boxes, Banners, Text-Link Directories,
Full-page Portals, Java-Includes, Dynamic
Banners, Text-links, Pop-ups, Panels, XML
feed, HTML feed, or other methods that may
be provided by Golden-Egg.net in the
future. publisher shall not modify the Intellectual
Property, which is herein licensed to publisher.
publisher is solely responsible for the creation
and maintenance of its own web site and for
all contents that appears on publishers web
site that publishers submitted to Program.
publisher may not issue any press release
or other public statements regarding this
Agreement without Golden-Egg.net's
prior written consent.
Terms and Termination
The term of this Agreement (the "Term")
will commence on the date Golden-Egg.net
accepts and approves publisher's completed
application and will remain in full force
and effect until terminated pursuant to this
paragraph. All of the following terms and
conditions must be adhered to and are legally
binding immediately upon agreement. Both
parties reserve the right to terminate this
agreement at their discretion for any reason
whatsoever. However, publisher must notify
Golden-Egg.net seven (7) days in advance,
in writing or via e-mail, of its intentions
to terminate Agreement. Inability to comply
with any of said terms of agreement will
forfeit any unpaid earnings and result in
immediate termination of publisher's account.
Further legal course of action may be considered
to prosecute violating publishers.
Payment
Golden-Egg.net will pay publisher a
commission of minimum 80% of the net bid
amount earned by Golden-Egg.net for
clicks generated as a result of a link from
an publisher's site. All payments are distributed
to publishers on a NET 30 -NET 45 basis. Large Payment request(s) are paid NET30-NET45 or there after, depending on provider payments. publisher
is responsible to pay all taxes on the monies
earned through the Golden-Egg.net Program.
publisher has the option of choosing to receive
payments by check, or through PayPal,
or via other means if publisher has
special needs. publisher is responsible for
maintaining all payment and contact information
current. Golden-Egg.net requires each
publisher to submit all applicable member
info or documents before payments can be
made to publisher.
- Payment by Check option: Golden-Egg.net will pay publisher upon reaching a level
of five ($500.00) hundred dollars for
all commissions
earned under this Agreement less
mailing
fees for publishers and less any
amount Golden-Egg.net determines, in its sole discretion,
was not validly earned from proper
use of
the Intellectual Property on publisher's
site. In other words, commissions
earned
during any calendar month that are
less than
five hundred ($500.00) dollars, at Golden-Egg.net's sole discretion, shall be carried
over to the next billing period.
In the event
Golden-Egg.net has not received payment for a portion
of such bid amount earned, Golden-Egg.net may delay paying commission due to publisher
on such portion additional 45 days
on the
NET term after Golden-Egg.net collects such portion.
- PayPal Option:
Golden-Egg.net will pay publisher upon reaching a level
of five ($5.00) dollars for all
commissions
earned under this Agreement less
any amount
Golden-Egg.net determines, in its sole discretion,
was not validly earned from proper
use of
the Intellectual Property on publisher's
site. In other words, commissions
earned
during any calendar month that are
less than
five ($5.00) dollars, at Golden-Egg.net's sole discretion, shall be carried
over to the next billing period.
In the event
Golden-Egg.net has not received payment for a portion
of such bid amount earned, Golden-Egg.net may delay paying commission due to publisher
on such portion additional 45 days
on the
NET term after Golden-Egg.net collects such portion.
- Other Payment Options: publisher can arrange with Golden-Egg.net for other payment methods (i.e.-wire
transfers) in case the aforementioned
options
do not suffice. However, other payment
options
may require additional processing
time and
be subject to some restrictions and
additional
fees. There is a $500.00 Minimum to receive wire transfer plus bank charges apply.
Referral Program
Golden-Egg.net agrees to pay publisher
percent of money earned by referrals that
are accepted into the Golden-Egg.net
Network during the term of this Agreement.
The percent may vary by the publisher member
type of each publisher will be paid in accordance
with the payment terms described herein.
Reporting
publisher is fully responsible to maintain
and preserve for at least one (1) year following
termination or expiration of the Term, accurate
records relating to the number of Searches
during the Term. Golden-Egg.net shall
have the right to review such records, including
but not limited to log files, upon request
to publisher.
License
Golden-Egg.net hereby grants to publisher
a non-exclusive, non-transferable, royalty-free
license to use, reproduce, display, transmit,
and redistribute Golden-Egg.net'slinking
methods, advertising, creative and related
materials including search boxes, directories,
exit consoles, vertical banners, and branded
or co-branded search result pages and (ii)
use and display Golden-Egg.net's trademarks,
service marks and logos during the Term solely
to display the Search Interfaces in furtherance
of publisher's performance under this Agreement.
Permission to use Golden-Egg.net's
material is subject to change at any time
deemed appropriate by Golden-Egg.net
and publisher agrees to comply with all reasonable
guidelines for usage of Golden-Egg.net
Trademarks that may be provided by Golden-Egg.net
from time to time. Expiration of the Term
or any other termination of this Agreement
will immediately nullify and void all license
privileges granted to publisher by Golden-Egg.net.
publisher hereby grants to Golden-Egg.net
a non-exclusive, royalty-free license to
use and display publisher's trademarks,
service marks and logos during the Term of
this Agreement. Expiration of the Term or
any other termination of this Agreement will
immediately nullify and void all license
privileges granted to Golden-Egg.net
by publisher.
Search and Click Standards
publisher may not in any way "beg" or incentivize
searches or clicks, use incentive techniques
to drive traffic to the publisher's site,
nor may the publisher modify the Search Materials.
Loading of search results through inframes
is expressly forbidden especially while using
a third party page or passing the results
from another domain to accomplish this. publisher
may not cache search results. Clicks generated
from cached search results will not be paid
for unless caching has been pre-approved
by Golden-Egg.net. Clicks without a
referral url may not be counted or paid for.
Deductions to publisher payments may be made
if it is determined by Golden-Egg.net
that traffic sent by publisher is fraudulent,
incentivized or generally of very low quality.
Golden-Egg.net does not guarantee its
bid prices as they are dynamic and keep changing
from time to time. publishers suspected of
cheating or in breach of any clause of the
Agreement will have their account terminated
without notification, notice or warning.
It is the publisher's responsibility to
inquire about further information regarding
his/her account from Golden-Egg.net's
billing department if payment is not received
by publisher when it is due. Golden-Egg.com
reserves the right to limit or annul publisher's
access to premium advertisers with higher
bids. By having been approved by Golden-Egg.net,
publishers may build a search portal containing
at least 100 keywords in at least 8 topics(categories)
and a search box. publishers cannot try and
defraud the system by changing IP addresses
or using any kind of click software. The
use of open proxies is strictly prohibited.
publishers found using proxies will immediately
lose their account. Failure to comply with
the ?eSearch and Click Standards may result
in termination of publisher's participation
in the Golden-Egg.net Program and in
the forfeiture of all monies owed to publisher
by Golden-Egg.net.
Disclaimers
Golden-Egg.net DISCLAIMS ALL WARRANTIES
OR CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, QUALITY
OR FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, Golden-Egg MAKES NO
WARRANTIES WITH RESPECT TO ITS SERVICES.
Liability Limitation
Golden-Egg WILL IN NO EVENT BE LIABLE
TO publisher FOR (I) INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
ARISING FROM SUCH PARTY S PERFORMANCE OR
NON-PERFORMANCE UNDER ANY PROVISION OF THIS
AGREEMENT OR THE PROVISION OF SUCH PARTY's
SERVICES (INCLUDING SUCH DAMAGES INCURRED
BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS
OF THE AMOUNT PAYABLE BY Golden-Egg
TO publisher DURING THE TERM. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
THIS SECTION SHALL NOT LIMIT publisher's
LIABILITY TO Golden-Egg FOR WILLFUL
AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY
OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION
OBLIGATIONS HEREUNDER.
Representation and warranties
publisher party represents and warrants that:
(i) it has power and authority to enter into
this Agreement and to carry out its provisions;
(ii) it is duly authorized to execute and
deliver this Agreement and to perform its
obligations; and (iii) this Agreement is
valid and legally binding upon it and the
execution, delivery and performance of this
Agreement by such party does not conflict
with any other agreement, instrument or understanding
to which it is a party or by which it may
be bound nor would violate any law or regulation
of any court, governmental body or agency
having jurisdiction over it. publisher hereby
represents, warrants and covenants to Golden-Egg.net
that (i) it will not use any form of mass
unsolicited electronic mail solicitations,
news group postings, IRC posting, or any
other form of "spamming" as a means
of promoting its Web site or for the purpose
of directing or referring users to any Web
sites owned, operated or controlled by Golden-Egg.net;
(ii) that publisher will not copy or reproduce,
alter, modify or change, broadcast, distribute,
transmit or disseminate the Golden-Egg.net
Materials in any manner that violates the
terms and conditions of this Agreement; (iii)
that publisher will not use, promote, or
display any method of masking electronic
identity on the Internet, serial numbers,
cracks and hacks, Warez, any program cheats,
or any similar application or information
relating to such application; (iv) that publisher
will not, directly or indirectly, place any
Golden-Egg.net Materials on any page
that contains, or is accessible by any hyperlinks
maintained or created on publisher's Web
site: (a) any material which constitutes,
or could be construed, as being abusing to
animals, (b) any material which entices or
promotes hate or violence against any particular
race, nationality, religion or lifestyle,
(c) any material that is illegal, threatening,
abusive, hateful, defamatory, libelous, slanderous,
scandalous or injurious to the reputation
of any person or entity; or (d) any material
which constitutes an infringement, misappropriation
or violation of any person's intellectual
property rights such as copyrights, trademark
rights, rights of publicity, patent rights,
personal property rights, privacy rights
or other rights; or (e) any program, file,
data stream or other material which contains
viruses, worms, "Trojan horses"
or any other destructive feature, regardless
of whether damage is intended or unintended,
which may detriment or have an adverse effect
on any computer equipment, loss or corruption
of data or programs, or inconvenience to
any person, agency or entity.
Assignment
publisher may not assign this Agreement,
in part or in whole, by operation of law
or otherwise without the prior written consent
of Golden-Egg.net; provided, however,
that publisher may assign this Agreement
to an acquirer of all or of substantially
all of such party s equity securities, assets
or business relating to the subject matter
of this Agreement or to any entity controlled
by, controlling or under common control with
such party. In the case where an assignment
is made by publisher in violation of this
agreement, the assignment shall be null,
void and of no effect. However, Golden-Egg.net
may assign this Agreement, at its sole discretion.
Modifications
Golden-Egg.net reserves all rights and
may modify the terms of this Agreement without
prior notice. Golden-Egg.net will attempt
to inform publisher of modifications to this
Agreement by posting an announcement of these
changes in the publisher "Member Area"
of its website. publisher's continued use
of Golden-Egg.net materials will constitute
an acceptance of the modified agreement.
Miscellaneous
The term of this Agreement (the "Term")
shall commence on the date publisher agrees
to the terms and conditions of this Agreement
and shall continue in force for a period
of one-year thereafter, unless earlier terminated
as provided herein. This Agreement will renew
automatically for successive one-year periods
until expiration of the commercial usefulness
of the Search Results, until either party
gives written notice to the other party of
its intent not to renew no less than thirty
(30) days prior to the end of the previous
one-year period, or until terminated.
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