Terms of useThis agreement
(the "Terms of Use") is entered into by and between
lookmaze.com ("lookmaze") and the individual or entity named in
the online signup form to become a lookmaze advertiser or
lookmaze traffic partner located at http://www.lookmaze.com and
submitted by the prospective advertiser or traffic partner
("Advertiser" or "Traffic Partner"). By submitting the online
signup form to become a lookmaze advertiser or traffic partner,
Advertiser/Traffic Partner agrees to be unconditionally bound
by each and every term and condition contained herein. No
conditions other than those set forth herein shall be binding
on lookmaze. This Terms of Use supersedes any previous
agreement(s) between lookmaze and Advertiser/Traffic
Partner.
Deposits and
Advertisements
Advertiser must submit a deposit to
lookmaze in advance of initial advertising date. Deposits are
non-refundable unless lookmaze explicitly decides otherwise.
lookmaze' only obligation to serve advertisements hereunder
shall be to serve advertisements of the Advertiser described
herein, and in no event shall lookmaze be obligated to serve
advertisements for any other advertiser.
Changes and
Cancellations
Advertiser may make cancellations and
changes via the advertiser login. lookmaze advertising
specifications are accessible through the advertiser login.
lookmaze reserves the right to change any of its advertising
specifications at any time.
Delivery, Frequency and
Makegood
All figures relating to the number of
advertisements served as determined by lookmaze shall govern,
regardless of whether Advertiser is using the services of a
third party. If lookmaze fails to provide the guaranteed number
of impressions, lookmaze will make good on this
contract.
Keywords and Phrases
lookmaze offers
no exclusivity on keywords or phrases. Advertiser will be
given ranking positions based upon the bid he/she enters on
keywords or phrases.
Rejections
lookmaze
reserves the right, without liability, to reject, omit, or
exclude any advertisement for any reason at any time, with or
without notice to Advertiser, and whether or not such
advertisement was previously acknowledged, accepted, or
published.
Licenses and
Indemnification
Advertiser grants lookmaze the right to
use, reproduce, publicly display, and distribute Advertiser's
advertisements and collateral information and warrants that
Advertiser has the right to grant such license. Advertiser
represents that he/she is the owner or is licensed to use the
entire contents and subject matter contained in the
advertisements and collateral information, including, without
limitation, (a) the names of persons; (b) any copyrighted
material, trademarks, service marks, logos, and/or depictions
of trademarked or service marked goods or services; and (c)
any testimonials or endorsements contained in any
advertisement submitted to lookmaze. In addition, Advertiser
represents that the advertisements and collateral information
do not violate any applicable local, state, or federal law or
regulation. In consideration of lookmaze' acceptance of such
advertisements and information for publication, Advertiser
will indemnify and hold harmless lookmaze and its officers,
directors, shareholders, employees, accountants, attorneys,
agents, parent, traffic partners, subsidiaries, successors and
assigns from and against any and all third party claims,
damages, liabilities, costs, and expenses, including
reasonable legal fees and expenses, arising out of or related
to: (i) Advertiser's breach of any covenants, representations,
and warranties made therein, (ii) lookmaze' performance under
this contract, and (iii) the copying, printing, distributing,
transmitting, or publishing of the advertisements or
collateral information by lookmaze.
Traffic Partner
Requirements
Traffic Partner is subject to approval
before his/her account becomes active and is required to own
the second-level domain name(s) of the webpage(s) from which
he/she sends lookmaze traffic or else only send traffic
directly to lookmaze' website using the text link provided to
Traffic Partner in the Partner Code section of lookmaze.com.
Traffic Partner is only allowed to sign up for one account,
and all user information must be entered truthfully. All
traffic sent to lookmaze must come from either a search box on
Traffic Partner's website(s), approved text links on Traffic
Partner's website(s), an approved portal page on Traffic
Partner's website(s), lookmaze' XML feed (approved search
engine owners only), or the text link to lookmaze.com provided
in the Partner Code section of lookmaze.com. Traffic Partner
must have all referring pages written entirely in English.
Traffic Partner may not host a search box or portal page on an
incentive domain or a free-hosted website. Traffic Partner may
not use a custom portal page unless it has been explicitly
approved by lookmaze. Traffic Partner's searchers must always
be shown the results for exactly what they search for. In
order to remain a lookmaze traffic partner, Traffic Partner
must send a high percentage of United States traffic and refer
at least one valid click every 45 days.
Traffic
Partner Conduct
Newsgroup postings with hyperlinks,
unsolicited e-mail links, unsolicited instant messages,
spamming, or other such practices that could reflect
negatively on lookmaze are strictly prohibited. Failure to
comply with this request will result in the immediate
cancellation of the account from which the clicks were
generated and may also result in the forfeiture of any funds
owed to that account. The action of sending hits from any URLs
which contain and/or promote the following content: warez,
MP3s, porn, ROMs, spam, or any other site which contains
content or promotes activities which are illegal will result
in the cancellation of the account from which the hits were
sent and the forfeiture of any funds owed to that account.
Traffic Partner is also not allowed to incentivise searches,
target a specific keyword, excessively target high-paying
keywords, participate in any kind of search exchange, send
traffic from a Paid2Click or Paid2Search webpage, or search
from his/her own link in order to earn money. Any of these
prohibited behaviors will result in the deletion or reduction
of the account in question. Artificial means of generating
traffic including, but not limited to, hit bots, multiple
clicking scripts, an unusually high amount of traffic from
proxy servers, hidden links, or any other similar activity
will result in the forfeiture of all monies owed and possible
criminal prosecution. Any suspicious, proxy, abusive, or over
clicking can result in the deletion or reduction of the
account in question. lookmaze reserves the right to suspend or
terminate the account of any traffic partner thought to have
violated any of the terms within this
agreement.
Traffic Partner Payment
Although
lookmaze does not usually display the bid values of its paid
listings for searchers to see, each paid listing has an exact
bid value assigned to it by lookmaze; the bids of the paid
listings from lookmaze' external feed providers are adjusted by
lookmaze, while the bids of the paid listings from lookmaze'
internal advertisers are not adjusted. lookmaze will pay
Traffic Partner at least 80% of the assigned bid values for
all valid clicks Traffic Partner refers. lookmaze will also pay
Traffic Partner a 5% commission on the valid clicks of the
traffic partners he/she refers to lookmaze. lookmaze will only
pay Traffic Partner for clicks made from the United States,
Canada, United Kingdom, Australia; and with certain listings
non-U.S. clicks will not always be paid for. Clicks with no
referring URL will not be paid for. lookmaze will pay Traffic
Partner around the 30th of every month for all money earned in
the previous month if Traffic Partner's account balance is at
least $10. Balances below $10 will be carried over to the next
month. lookmaze will send payment via Paypal to the payment
account listed in Traffic Partner's account area. lookmaze will
not be liable to pay Traffic Partner for click-throughs for
which it was not able to receive payment. lookmaze reserves the
right to withold payment to Traffic Partner if Traffic Partner
is believed to be in breach of the Terms of Use or doing
anything detrimental to lookmaze.
Traffic Partner
Statistics
lookmaze shall provide Traffic Partner with
daily reports of the number of valid clicks referred and the
total revenue earned from them. The reports are subject to
revision by lookmaze at any time. lookmaze shall determine, at
its exclusive discretion, the number of valid clicks that
Traffic Partner referred and the corresponding amount of
revenue to be paid to Traffic Partner. lookmaze reserves the
right, without liability, to block searches for certain
keywords for any reason at any time, with or without notice to
Traffic Partner, and whether or not such searches were
previously accepted.
Limitation of
Liability
UNDER NO CIRCUMSTANCES WILL lookmaze BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATON, FOR LOST INCOME OR
PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS
CONTRACT, EVEN IF lookmaze HAS BEEN ADVISED AS TO THE
POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, lookmaze' AGGREGATE
LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREUNDER WHETHER IN CONTRACT, TORT,
OR ANY OTHER THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL
COMMISSIONS PAID OR PAYABLE TO PARTICIPANT UNDER THIS
AGREEMENT.
Confidentiality
The parties shall
maintain the terms and conditions of this agreement
confidential. All information furnished to or shared with a
party by the other party with regard to this agreement or a
party's business, unless such information is known by the
general public, will be kept confidential by a party and shall
not be disclosed to any third party except: (i) at the written
consent of a party; (ii) to the extent necessary to comply
with any law, regulation, or valid order of a court or agency
of competent jurisdiction; (iii) as a part of a party's normal
reporting requirements to its auditors and attorneys; or (iv)
to the extent necessary to permit the performance of a party's
obligations under this agreement or to enforce a party's
rights under this agreement.
Copyright
All
content of lookmaze is protected under copyright law, including
but not limited to all images, HTML code, banners, and logos.
Anyone found infringing upon these copyright laws will be
reported and could face possible criminal prosecution. Traffic
Partner is permitted to use banner(s), searchbox(es), and/or
HTML code provided as is. Altering banners, searchboxes, or
HTML code without prior approval of lookmaze is strictly
prohibited.
Termination
No notice is required
in order for either party to terminate this agreement. Upon
termination of this agreement, Advertiser/Traffic Partner must
cease to use all lookmaze content and services. If lookmaze
terminates this agreement, any unpaid earnings of Traffic
Partner shall be paid only at the discretion of
lookmaze.
Change of Terms
lookmaze may, at any
time, choose to edit, add, and/or delete portions of this
agreement and impose changes without prior notification to
Advertiser/Traffic Partner. Advertiser/Traffic Partner should
regularly review this webpage as compliance with the terms
hereof is entirely the responsibility of the
Advertiser/Traffic Partner. If any modification is
unacceptable to Advertiser/Traffic Partner,
Advertiser's/Traffic Partner's only recourse is to terminate
this agreement. | | |
