W4: Terms and Conditions This contract constitutes the rules, terms, and conditions of doing business W4 which are in place to protect clients/advertisers within our network. Should there be any violation of these terms and conditions of business we reserve the right to suspend or cancel any account and potentially withhold payment. All web sites, newsletters, companies, or individuals need official approval from W4 before they can become an Affiliate or Partner. Only web sites and newsletters that have been reviewed and approved are permitted to use the programs. W4 reserves the right to withhold or refuse approval on any web site, newsletter, company, or individual for any reason, whatsoever. In order to be eligible for Affiliate or Partner approval, all web sites and newsletters must meet the following criteria: Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers Be written in English and contain only English language content Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc. Be fully functional at all levels; no "under construction" sites or sections Spawning process pop-ups and exit pop-ups are prohibited for click approved affiliates The content of the web site and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to: Explicit, vulgar or obscene language Posting or referencing of sexually explicit images or other offensive content Promotion of adult services, such as phone sex or escort services The content of the web site and/or newsletter cannot infringe on any personal, intellectual property or copyrights including but not limited to: Racial, ethnic, political, hate-mongering or otherwise objectionable content Investment, money-making opportunities or advice not permitted under law Gratuitous violence or profanity Material that defames, abuses, or threatens physical harm to others or to you Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc. Software Pirating (e.g., Warez, Hotline) Any illegal activity whatsoever Any questionable or controversial subject matter Any spoofing, redirecting, or trafficking from adult-related web sites in an effort to gain traffic You cannot place our advertisements into your framed environment, unless approved by W4 in writing. Your web site and/or newsletter cannot be 'point, lottery, or rewards' based, encouraging users to click on our Advertisers' banners or use our Advertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from W4. If you fraudulently add leads or clicks or inflate leads or clicks through fraudulent traffic generation (as determined solely by W4, such as pre-population of forms or mechanisms not approved by W4), you will forfeit your entire commission for all programs and your account will be terminated. W4 reserves sole judgment in determining fraud and you agree to this clause. It is the OBLIGATION of the Affiliate or Partner to prove to W4 that they are NOT committing fraud. W4 will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that: Have click-through rates that are much higher than industry averages and where solid justification is not evident Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported Have shown fraudulent leads as determined by our clients Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs Filling out this form constitutes an agreement between W4 and the Affiliate or Partner. The commission payment that is generated to the Affiliate or Partner varies per registered subscriber to the programs offered and/or per clicks. This commission payment is made approximately 15 days after the end of the month. W4 does not guarantee payment to the Affiliate or Partner if the Advertiser does not pay W4. Commission payment totals must exceed $50.00, otherwise this payment will not be made until the $50.00 minimum is reached. Affiliate or Partner agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined by W4. An Affiliate or Partner will only run approved banners and text in their advertising of our programs and will NOT create their own banners or advertising text, unless expressly approved in writing from W4. Violation of this forfeits your commissions. An Affiliate or Partner WILL NOT spam or send unsolicited email mentioning or promoting the Affiliate or Partner programs. Any violation of this will result in the Affiliate or Partner being liable for damages per email sent and other damages as deemed by a court of law. Editing of an Advertiser's program images or copy is strictly prohibited. An Affiliate or Partner will only use approved banners and text to link to an Advertiser's sign-up pages. An Affiliate or Partner will not mislead people to make it seem that they are signing up for an offer that is offered by the Affiliate or Partner site. An Affiliate or Partner can ONLY use banners and approved text, any other use of link and sign-up processes will result in the loss of all sign ups/leads accrued for the Affiliate or Partner. Affiliate agrees to use only allowed promotion channels as stated in each campaign. Special instructions including but not limited to search restrictions and promotion requirements may be included in a campaign description. Any violation of the above may result in termination from the campaign and/or network and loss of bounties. As an affiliate of W4 you agree to all terms and conditions of CAN-SPAM 2003 and any state or local mini-can-spam laws. You acknowledge that should you fail to comply with these laws, W4 will surrender your information to any authorities or to satisfy any litigation that may arise from the actions of your company, its affiliates, employees or officers. W4 reserves the right to terminate any Affiliate's or Partner's contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All legitimate moneys due to an Affiliate or Partner will be paid during the next billing cycle. If an Affiliate or Partner defrauds the system, then payment is revoked as determined solely by W4. You guarantee that all content, products, and services on your web site are legal to distribute and that you own or have the legal right to use any and all copyrighted material. An Affiliate or Partner irrevocably covenants, promises and agrees to indemnify W4 and to hold W4 harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages. COMPLIANCE POLICY W4 may at any time designate a Compliance Auditor. The designated Compliance Auditor may request data from an affiliate or network to perform routine compliance review or audit at the discretion of W4. Such requests may be made via email or on company letter head and are required to be complied with. Opt-In requests must be returned within 2 business days from date of request. Failure to provide op-in data may result in automatic forfeit of all bounties for campaign the request is being made for and could result in immediate termination from the network. If any Affiliate or Partner violates or refuses to take part in their responsibilities, or commits fraudulent activity against us or our advertisers, W4 reserves the right to withhold payment and take appropriate legal action to cover its damages. Invalidations are calculated at the end of each month and a report sent to the affiliate and/or network. W4 will not negotiate invalidations based on the affiliate and/or networks own internal payout policies. Invalidations include but are not limited to: Duplicate orders/leads Fraudulent orders/leads Automated Orders/leads Declined Orders/leads No modification of creative assets are permitted without prior written approval specifically addressing the creative modifications requested. This includes images, rich media, text content, email from and subject lines, etc. Any publisher, affiliate or network found with a creative violation may: be blocked from the campaign, forfeit all bounties due and terminated from the network. Suppression lists for email campaigns must be downloaded every 10 days and all email data be scrubbed against the suppression list prior to emailing any campaign. Any affiliate suspected of mailing to a Suppression List will be suspended and all bounties withheld until a full review by W4 is made. If the affiliate is found to be in violation their account will be immediately terminated and forfeit bounties earned for the month. Any affiliate found emailing a campaign without scrubbing their data against an updated suppression list may be suspended from the campaign with the potential of forfeited bounties earned on the specific campaign for all activity made after the suppression list download violation. Any affiliate found using Forged Headers may be immediately terminated from the network with the potential of forfeited bounties earned for the month. Any affiliate found to be using phishing or data scraping may be immediately terminated from the network with the potential of forfeited bounties earned for the month. Any legal action taken by an advertiser, agency, client, person, or entity against W4 for actions of you, and/or your affiliates, (the affiliate or partner) that violate the network terms and conditions, you accept that W4 will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that W4 is not liable for your actions, and you will bear all costs (legal or otherwise) that W4 incurs if W4 is sued by advertiser, client, agency, person, or entity. W4 reserves the right to change any conditions of this contract at any time. Change notices are sent to Affiliate or Partner by email, and Affiliates or Partners are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure of the Affiliate or Partner to terminate the agreement within those 10 calendar days will constitute acceptance of the changes to this contract. W4 gives no warranty, express or implied, for any and all services and products provided, including, but not limited to, warranty of merchantability and warranty of fitness for a particular purpose. This statement expressly includes any reimbursement for losses of income due to disruption of service by W4 or its upstream providers. You agree to settle any dispute under this agreement under the laws of the Commonwealth of California. Any litigation arising under this Agreement will be brought in the federal or state courts of Southern California. If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.