Blooads.com

General Business Terms and Conditions for Publishers

Effective from: 2009-12-01

Bloosky Interactive LLC. (hereinafter "Blooads") operates and manages an online network enabling providers to advertise their products and services, through affiliate marketing (Blooads affiliate program). The participants in the Blooads network are advertisers, publishers/affiliates and Blooads.com. The advertisers advertise their products and services using advertising media such as text links, banners, emails, content, product data and more. The Publishers distribute the advertisers' media into their website, homepage, other approved advertising space. For any successful transactions, Blooads shall pay to the publisher in previously agreed upon commissions.

1. Service: Blooads hereby grants publisher the limited right to make Blooad's offers and creatives available for publication and otherwise use such materials to generate leads, accordance with the terms and conditions set forth in this Agreement and any additional terms of a particular offer as specified by a Blooads Advertiser. Blooads authorizes publishers to distribute Blooads offers to sub-publishers provided that publisher shall ensure and require that all sub-publishers comply with the material terms of this agreement and further provided that such sub-publisher has represented to publisher that: (i) the content of its site(s) are not libelous, defamatory, infringing, pornographic, or offensive to the general public, (ii) all right, title and interest in the offer is exclusively owned by Blooads and that sub -publisher has no right other then the limited right to display the offer and creative as sublicensed by publisher, and (iii) such sub-publisher will not modify or alter the offer or creative in any manner other than as directed by Blooads.
2. Term and Termination: Either party of this contract may terminate this agreement on 4 business days' advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this agreement, such party shall have the right to terminate the agreement immediately upon written notice to the other party. Blooads further reserves the right to terminate this agreement and publisher participation in the services hereunder without prior notice to the publisher.
3. Payment: If publisher generates at least $1,000 revenue each week, publisher may be eligible to receive weekly wire payment, less applicable wire fee. If publisher does nont generate at least $1,000 per week in earnings, then Blooads will pay the publisher fifteen (15) days after the end of the month. Blooads does not guarantee payment to the affiliate if the advertiser fail to pay Blooads. All commissionas are based uon the number of leads reported by Blooads and as recorded. Blooads may withhold payment to publisher in the event that Blooads determines that publisher has engaged in unauthorized activity or the generation of invalid lead or any other fraudulent activity whatsoever.
4. Publisher Obligation: Publisher shall not modify or alter any offer or creative in any manner. Publisher will only run approved banners and text in its advertising of offers and will not create its own banners or advertising text ads on the creative or offer, unless expressly approved in writing from Blooads. Any form of misuse or any fraudulent activity will lead to the blocking of the Publisher's account immediately. In this case publishers may raise an objection (via letter, fax, email) within one month in order to provided a statement and evidence that the chosen form of advertising has been in accordance with these Terms and Conditions. If the publisher cannot confute the breach of this agreement, Blooads will issue a notice of termination of account. In the event of account termination the publisher shall not receive any outstanding payments. For each case of intentional negligent violation of the present provisions, the publisher hereby undertakes to pay Blooads liquidated damages in each case in an amount to be determined at Blooad's equitably exercised discretion and, in the event of dispute, in an amount to be reviewed by court. Each instance of violation shall be subject to liquidated damages in the maximum amount of the current balance of the Publisher's account. Any other use of offers of creative will result in the loss of payment of leads.

(i)Publisher shall not place an offer with inappropriate content which includes, but is not limited to, content that: Promote the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult oriented content such as phone sex or escort services, expletive or inappropriate language.

Publisher shall not promote gratuitous violence, abuses or threatens physical harm. Publisher shall not promote illegal or unethical activity, racism, hate, "spam" mail fraud, gambling, sweepstakes, pyramid schemes, investment and money making opportunities or illegal advice. Publisher shall not promote use of illegal substances, software pirating, libelous, defamatory, infringing, false, misleading or contrary to public policy.

(ii) Publishers shall not engage in any deceptive form of advertising, which includes, but is not limited to, phasing, sending an email to an individual falsely claiming to be an established enterprise in an attempt to scam or defraud the user into surrendering private and personal information.

(iii) In submitting their application to Blooads affiliate program, Publishers accept any additional conditions for participation which are displayed in the context of each program. These conditions will become an integral part of this contract. Publisher also warrants, that the data provided at registration is correct and complete. Should the data provided at registration change at any time after registration, the Publisher must change his profile stored on the Blooads interface.

5. Limitations of Damage and Liability: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES AND EXPRESSLY DISCLAMINS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BLOOADS BE LIADBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATUE WHATSOEVER (INCLUDING LOT PROFITS OR REVENUES OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED BY THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BLOOADS LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHER LEGAL THEOR, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY BLOOADS TO PUBLISHER HEREUNDER.

Each party agrees to indemnify, defend, and hold harmless to other, its vendors and suppliers, the publishers and their respective subsidiaries, affiliates, agents, partners, officers, directors, and employees from and against any third party loss, cost, claim, injury or damage (including reasonable attorney's fees) resulting from claims or actions arising out of or in connection a breach of a party's representations or warranties made in this agreement or a breach of terms and conditions of this Agreement

6. Confidential Information: Each party agrees to use the other party's confidential information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential information to any third party, unless any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties. Any disclosure is required by applicable law, provided, that the receiving party uses reasonable efforts to give disclosing party reasonable advance notice, thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential information from any unauthorized use or disclosure.
7. Blooads shall not be held liable for the content of websites of third-parties, nor shall it be liable for any damages or other failures resulting from any defects of the participants software or hardware or their incompatibility with the Blooads system. Blooads shall also not be liable for damages resulting from the fact that the internet was not available or malfunctioning.
8. Blooads Reserves the right to amend these provisions of the present Terms and Conditions for publishers that are minor in scope or nature, and to do so without citing any reasons, providing such modifications do not lead to the agreement as a whole being restructured. Blooads will communicate, by email, the modified conditions at least two weeks prior to the effective date. Publishers who do not object in text form (letter, email, or fax); to the modification within two weeks after the receipt of the email will be deemed to have accepted the respective modifications. Blooads will specifically indicate the possibility of objecting to the modification and the consequences of the two week deadline.