This Agreement governs your participation in and/or use of certain services or features of the iMontize.com program (the "Program," "We" or "Our") managed by the program manager ("Program Manager"). By participating in or using the services or features of the Program, you are agreeing to be bound by these terms of service ("Terms of Service").
These Terms of Service include the following:
- Domain Monetization (applicable to publishers)
- Buying & Selling Domains (applicable to those wishing to buy or sell domain names)
- Additional Terms (applicable to ALL Users, including buyers and sellers of domains and publishers)
In order to participate in or utilize features of the Program you MUST agree to the applicable Terms of Service, which agreement can be achieved by clicking on the box "I accept" at the end of these Terms of Service.
1. Domain Monetization
iMonetize.com is a service that empowers domain owners to generate earnings on the traffic generated to their domains. The term "Publisher" refers to any individual or entity participating in the "domain monetization" portion of the Program. "Publisher" is also included in the definition of "user." The terms set forth in Section 3 are also applicable to each Publisher.
Publisher will be paid based on a variable commission of Revenues. This commission will be paid to the Publisher in U.S. Dollars (USD) forty-five (45) business days after the end of each calendar month if it exceeds fifty (50) dollars. In the event that the commission is less than such amount the Publisher will be paid forty-five (45) business days after the end of the month in which the total amount of Revenue collected and unpaid to Publisher exceeds such amount. These payment terms may be adjusted in a separate contract.
Members who have referred other members through the referral program will earn a commission for up to 12 months.
1.2 Restrictions and Rights
All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement.
- The Program Manager reserves the right to terminate any agreement at its discretion.
- Publisher may not beg, ask, entice, or incentivize users into clicking on our links.
- Publisher may not mislead visitors into believing that he/she will receive anything other than an internet search by clicking on a textlink or search box.
- Referring pages must not be password protected in any way.
- Publisher may only use the media that is provided by the Program and may not change Our ad code in anyway without prior approval. Our ad code must be found on referring pages.
- The Program Manager reserves the right to terminate your account if it is idle for more than a month. We will notify you 7 days in advance of cancellation.
- Publisher shall not intentionally post misleading information with regard to Parked Domains.� Publisher shall not act, either directly or indirectly, to encourage or require End Users, either willingly or unwillingly, to click on Search Results listings and/or to generate Click-throughs through any means which could be reasonably interpreted as coercive, incentivized, misleading, malicious or otherwise fraudulent in nature.� Publisher agrees that iMonetize may ignore or credit back Estimated Click-Through Revenue which iMonetize, in its sole and absolute discretion, believes is questionable in nature or otherwise of low quality in nature or source.
Some Questionable sources are as follows but not limited to:
- searches originating from countries other than those in the approved areas;
- "blind links" (i.e., where users do not know where they will be performing a search);
- misleading links in which a user is persuaded to perform a search in order to obtain some other benefit;
- searches from or after 404 or other error messages;
- "exit traffic" (i.e., when the user is presented with search functionality or required to perform a search prior to exiting a Web page);
- searches required of the user in order for the user to do another function, such as leaving a Web page or closing a pop-up window;
- searches performed upon a user hitting the back button or any other elements of the browser;
- searches in pop up windows;
- searches from users who were on adult sites, unless such users actively typed in the URL for the Publisher Offering at issue;
- searches from banner or other advertisements;
- searches from or within an email;
- modify or otherwise alter in any way a Paid Placement Search Query or Web Search Query manually entered in a Search Box;
- any use of pay-per-read programs or any similar program; or
- misdirecting traffic.
Publisher shall not: (a) edit, modify, filter or change the order of the information contained in any Search Results Page or on the Landing Page without Program Manager's prior written consent; (b) host the Search Results Pages; (c) redirect an End User away from the Search Results Page, provide a version of the Search Results Page different from the page served to an End User by or as directed by Program Manager, cache, capture, or store any Search Results; or intersperse any content between the Landing Page and the Search Results Page, including, without limitation, content framing Landing Pages or Search Results Pages; (d) display any Search Results Pages or Landing Pages, or the content thereof, in part or in total, to any third parties, including, without limitation, display on any Publisher Sites or anywhere else,; (e) enter into any arrangement or agreement under which any third party pays Publisher fees or shares in any revenue payments and/or royalties for any search Results displayed on the Publisher Site, except as permitted in this Agreement; (f) display graphical or text units in any form (including but not limited to pop-up, pop-under or exit windows, expanding buttons and animation) that block or otherwise inhibit the full and complete display to End Users of any Search Results Pages, landing Pages, and/or Web pages accessed by clicking on any part of a search result; (g) provide any interface for downloading any computer software application ("Downloadable App"), any marketing materials for any Downloadable App, or any hyperlinks to any of the foregoing. Publisher shall also abide by the following limitations, among others: (a) under no circumstances shall any Publisher Site be a downloadable or internet accessible application, as determined by Program Manager in its sole reasonable discretion; (b) under no circumstances shall any Publisher Site be a competitor of any search engine company, as determined by Program Manager in its sole reasonable discretion; (c) Search Results Pages accessed by End Users through the Program shall be solely through Program Manager's servers (or such other servers as Program Manager in its sole discretion may use, hosted on Program Manager's servers or domains, meaning that Program Manager shall host or on its behalf provide for hosting of all Search Results Pages in response to valid queries entered by End Users; (d) no Publisher Site may place or display any unauthorized branding or attribution of any kind on such Publisher Site, including without limitation on any Landing Page, Search Results Page or framed in conjunction with any such pages, to indicate that any search engine is providing such Results or for other promotional purposes; (e) the Publisher Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that (i) violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights, or (ii) would otherwise give rise to civil liability ; or (f) under no circumstances shall any Publisher include content above or below the Landing Page) unless that content is pre-approved in writing by Program Manager, and all changes to any such content must also be pre-approved in writing by Program Manager.
Domain Names & Intellectual Property Rights
Publisher shall not place with Program Manager or in any way through the Program a Publisher Site to which it does not own all necessary intellectual property rights, including, without limitation, trademark, servicemark, and tradename rights. In the event that any such name is provided for use in the Program, and such lack of rights is brought to the attention of Program Manager, then Program Manager shall have the right to cancel any such names, and, in appropriate situations, in the sole discretion of Program Manager, terminate Publisher from the account and seek legal recourse against Publisher and any others involved.
Additional Definitions for Publishers
"Landing Page" is defined as an html page or a framed html page hosted by or on behalf of Program Manager displaying search links and or other content from Program Manager servers or such servers as Program Manager uses. "Revenue" is defined as revenue received in the Program from participation of Publisher in the Program during the prior month less any amount the Program Manager determines, in its sole discretion, was the result of improper use of the Publisher's website and as such revenue is otherwise calculated or adjusted by Program Manager to take into account any exclusions set forth in these Terms of Service and any other adjustments made by Program Manager in its sole discretion. Program Manager will exclude from Revenue monies from traffic that originates from countries in Asia or such other countries where traffic is, in the sole opinion of Program Manager, suspect or difficult to track in the normal course of business. "Search Results Page" is defined as an html page hosted by or on behalf of Program Manager displaying search results pulled from Program Manager servers (or such other servers as Program Manager elects to use), which has resulted from a typed in search or a keyword click from and only from a Landing Page.
Failure to comply with the terms of this Terms of Service will forfeit any unpaid earnings and result in the termination of Publisher's account. Further legal courses of action may be considered to prosecute violating Publishers.
2. Buying and Selling Domains
This feature of the Program, "Domain Offer Service," enables offers to be made, considered and negotiated for domain name purchases. Owners of certain domain names can make such domain names for sale and consider offers provided to them; others can make offers to purchase domain name. If you wish to make or receive any offers on domain names, then the terms in this Section 2 apply to your use of the Domain Offer Service, in addition to the other terms in this Terms of Service that have been identified as applicable to all users. Throughout this part of this Terms of Service "Domain Name Owner" refers to each person or entity owning domain names that may be available for purchase. "Bidder" refers to each person or entity expressing an interest in making an offer or who makes an offer to purchase a domain name though the Domain Offer Service. Together, Domain Name Owners and Bidders are referred to in this Section 2 as "Domain Offer Service Participants," which is also included in the definition of "User." Terms set forth in Section 3 also apply to each Domain Offer Service Participant.
2.1 Limits on the Role of Program Manager
Each Domain Offer Service Participant understands and acknowledges that Program Manager only manages the venue, Domain Offer Service, and that Program Manager: (1) does not serve as a broker or an auctioneer; (2) does not own any of the domains for sale; (3) does not serve as a representative of either party; and (4) does not get involved in any part of the transaction, including the actual sale, transfer of funds or transfer of any domain.
2.2 Other Acknowledgements
Each Domain Offer Service Participant also understands and acknowledges that:
- Each Domain Offer Service Participant is responsible for the accuracy of the information he, she or it provides that is to be used in the Domain Offer Service. Program Manager has no involvement whatsoever.
- Program Manager does not provide any assurances at all, including without limitations any assurances that any Bidder is capable of completing any transaction in whole or in part or that Domain Name Owner possesses any rights to be sold.
- Program Manager shall not be liable for transactions or other acts of persons or entities using the Domain Offer Service.
- Given the role of Program Manager, transfer of legal ownership does not involve Program Manager in any way at all. These terms do not modify the governing provisions of Ca. Com. Code § 2401(2) and Uniform Com. Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller.
- Program Manager reserves the right to remove any domain from being listed as available for persons to make offers. Program Manager can exercise this right at any time, without prior warning or explanation and as often as it deems in its sole discretion appropriate.
- If a Bidder acquires any domain name through the Domain Offer Service it does not mean that you are automatically enrolled in any programs under iMontize.com. Please make a direct application to that program.
2.3 Release and Indemnification
In addition to the indemnifications elsewhere in these terms, each Domain Offer Service Participant releases Program Manager from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you as a Domain Offer Service Participant is a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
3. Additional Terms (applicable to all users)
The following terms apply to all users whether Publishers or Domain Offer Service Participants. (together, "Users").
3.1 Representations & Warranties
All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement. The Program represents and warrants that it has full power and authority to enter into this Agreement. Publisher represents and warrants that it will not place in the Program any domain names which would violate Section 1.2 above.
THE PROGRAM, THE PROGRAM MANAGER AND THEIR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS ("PROGRAM PARTIES") ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). THE PROGRAM PARTIES MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PROGRAM REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROGRAM PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PROGRAM, EVEN IF PROGRAM MANAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ANY PROGRAM PARTY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
3.2 Intellectual Property
As between Program Manager and User, Program Manager (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to the Services (and any derivative works or enhancements thereof), including but not limited to, all software, technology, materials, guidelines, documentation, relating in any way to the Program. For purposes of the Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Publisher shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the Program or Program Manager; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Program, or any other technology, software, materials and documentation related to the Program or the Program Manager; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the Program; (iv) transfer, sell, lease, lend, disclose, or use for co-branding, timesharing, service bureau or other unauthorized purposes any aspect of the Program or access thereto; (v) directly or indirectly access, launch and/or activate the Program through or from any software application or means other than the Publisher Site; or (vi) engage in any action or practice that reflects poorly on the Program, Program Manager or its vendors, or otherwise disparages or devalues the reputation or goodwill of the same.
During the term of this Agreement and for one year after termination of this Agreement, User agrees to safeguard and, except for the benefit of the Program, not to disclose to anyone outside the Program any proprietary or confidential information acquired during this Agreement. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
3.4 Taxes and Payment
User understands and agrees that taxes will not be withheld or paid directly or indirectly by Program Manager unless Program Manager determines in its sole discretion that Program Manager or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify User of such withholding. User understands and agrees that it is the responsibility of User to pay all local, state, federal, and/or foreign taxes on income received from the Service. User agrees to indemnify Program Parties from, and promptly reimburse to, Program Parties through Program Manager and its affiliates 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.
The Program reserves the right to change any of these terms and conditions at any time without notice. User is responsible for complying with any changes to the terms and conditions within ten (10) days of the date of change.
3.6 Attorney Fees
In the event of any action, suit, or proceeding arising from or based upon this agreement brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding.
User shall indemnify, defend, and hold harmless the Program, and its officers, directors, shareholders, employees, agents, and representatives (collectively, "Indemnitee"), against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney fees, accounting fees, and expert witness fees) incurred by Indemnitee ("Losses"), known or unknown, contingent or otherwise, directly or indirectly arising from or related to this Agreement.
Publisher understands and agrees to address any questions Publisher may have with any payment of Revenue under these provisions to Program Manager within thirty (30) days of the date of such payment, in writing or by e-mail to firstname.lastname@example.org. Failure to so notify Program Manager within such period will constitute an acceptance of, and agreement with, the payment.
Restrictions of Payments
We have zero tolerance for fraudulent traffic generation methods and have several systems that continuously monitor all traffic generated from your account. You have no right to receive or keep payments from us for traffic that we suspect or determine at any time to be fraudulent. Furthermore, you will not be paid for traffic to an Excluded URL or traffic that we determine has come as a result of a Wrongful Act.
If we determine, in our sole discretion, that any traffic generated to your account is fraudulent, we may:
- consider all generated funds as forfeited by you,
- permanently terminate your account, and
- permanently ban all sites listed within your account from future entry to the System and share them with other entities.
The following terms and conditions must be adhered to before any payment will be issued to you:
- You may not entice users into clicking on our links.
- You may not mislead visitors into believing that he/she will receive anything other than an internet search by clicking on a textlink or search box.
- Referring pages must not be password protected in any way.
- You may only use the media that is provided by us and you may not change our ad code in anyway without prior approval. Our ad code must be found on referring pages.
- You may not use any other method of sending fraudulent traffic such as committing Wrongful Acts.
Prohibition of Assignment
User may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Program. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under the Agreement.
This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. This Agreement shall be governed and interpreted by the laws of Pennsylvania. User is an independent contractor and in no way and under no circumstances that User should look to the Program for compensation and benefits as an employee. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, government regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties this Agreement.
All partners Terms Of Services are inherited and can be read on each individual partners site.