PerformLine Terms and Conditions
The following terms and conditions (this "Agreement") is a legal agreement between PerformLine, Inc. ("Company") and you ("You" or "Your"), the user of the PerformLine website (the "Site"). You and Company may also be individually referred to herein as a "Party" and collectively as "Parties". You agree to use the Site and any additional services offered by Company in the future only in accordance with this Agreement. Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time. Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification.

1. Background and Use of the Site.

The Site allows Company to post offers of advertising programs sponsored by Company or its affiliates on the system ("Program(s)"). The Programs will specify the amount and terms under which You will receive financial compensation ("Commissions") when the Program's requirements are fulfilled. Commissions are generated from a specified event ("Event") identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Event associated with a Program is set forth in the Program's specifications, and such definition shall govern this Agreement. If You accept a Program, You agree to place that Program's advertising creative on Your media properties, such as Your website, affiliated websites or Email distribution lists ("Media"), in accordance with the terms of the accepted Program. Company may change a Program at any time unless otherwise specified. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Company is responsible for displaying and administrating all active Programs and tracking the payments owed. Company shall compile, calculate and electronically deliver data required to determine Your billing and Commissions. Company's figures and calculations shall be final and binding. Any questions regarding the data provided by Company need to be submitted in writing within 14 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.
2. Participation in Programs.

All websites, newsletters, companies, or individuals need official approval from Company before they can become an Affiliate Partner ("Affiliate"). Only websites, affiliated websites and Email distribution lists that have been reviewed and approved are permitted to use the Site. Company reserves the right to withhold or refuse approval for any reason, whatsoever.  You agree to provide Company with valid information about You and Your promotional methods and to maintain up-to-date account information (such as contact information, web sites used, ownership, etc.).  You further agree not to directly or indirectly approach or enter into any advertising, marketing or promotional agreement with any of the advertisers who are running Your campaign through the Program ("Advertiser")for the one-year period commencing on the last date that such Advertiser ran Your campaign through this Program.
A. In order to be eligible to become a Company Affiliate, all websites, affiliated websites
and Email distribution lists must meet the following criteria:

1. Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers
2. Be written in English and contain only English language content
3. Have a top-level domain name
4. Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
5. Cannot be part of a co-reg path
6. Be fully functional at all levels; no "under construction" sites or sections
7. Spawning process pop-ups and exit pop-ups are prohibited

B. The content of the websites, affiliated websites and Email distribution lists cannot infringe on any personal, intellectual property or copyrights of any third parties or contain or promote any of the following:

1. Racial, ethnic, political, hate-mongering or otherwise objectionable content
2. Investment, money-making opportunities or advice not permitted under law
3. Gratuitous violence or profanity
4. Material that defames, abuses, or threatens physical harm to others
5. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
6. Software Pirating
7. Hacking
8. Any illegal activity whatsoever
9. Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, Email or in a manner approved by Company. Site integration tags must NOT be altered. Altering tags may jeopardize Your ability to be paid for Events.
3. Fraud.
Company actively monitors traffic for Fraud. If we detect fraud, your account will be made inactive pending further investigation.
If You fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre- population of forms or mechanisms not approved by Company), you will forfeit your entire commission for all programs and your account will be terminated. Company reserves sole judgment in determining fraud, and you agree to this clause.

1. It is the OBLIGATION of the Affiliate to prove to Company that they are NOT committing fraud. Company will hold your payment until you have satisfactorily provided evidence that you are not defrauding the system.

4. Payment.

You will be paid per the occurrence of an Event. You understand and agree that payment will be owed to You from Advertiser within thirty days of the end of the calendar month that the Event occurs All accounts will be paid in US dollars ($US). No checks will be issued for any amounts less than $50 US Dollars. Every account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number. All payments are based on actual figures as defined, accounted and audited by Advertiser. Company will facilitate payment by disbursing the earned portion of lump sum aggregate payments to You upon receipt of payment from Advertiser. Company shall recognize actual Commissions that should be credited to Your account. Company may, at times, apply an estimated amount of Commissions if there is a verified error in Advertiser's tracking code. An Advertiser may at times remove, or Company may at times remove Commissions that were credited to Your account in an amount equal to Commissions previously credited to Your account when returns, reversals, chargebacks or other such events occur.
In the event Company fails to receive payment due from Advertiser it shall have no payment obligation to You. If Advertiser does not pay on time, Company will notify You and help in matters related to collections. Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to You shall be based on the Events and corresponding Commissions as reported by Company. Company will not be responsible to compensate You for Events that are not recorded due to Your error.
5. Termination.

This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon written notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. Company also reserves the right to terminate Your access to the Site at any time without notice.
Termination notice will be provided via Email and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Company.

The provisions of this Agreement that are intended to survive termination shall so survive, includingSection 4 (to the extent payment is owed); Sections 5 through 14.
6. Representations and Warranties.

* You represent and warrant that: Your Media is in compliance with all applicable laws and does not contain or promote, nor links to another website that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content;
* You agree not to send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;
* You agree not to promote via website or link to websites containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
* You agree not to engage in any illegal activity, in accordance with Federal Law, whatsoever, is not allowed;

* You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree to not use deceit when marketing Advertiser’s offers or presenting these offers to consumers; You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

* You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service ("Site Data");

* If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;

* You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;

* You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site;

* If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;

* If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated.
7. Confidentiality; Customer Information; Non-Disclosure; Privacy.

Each party agrees that it may provide the other party with information that is confidential and proprietary to that party or a third party ("Confidential Information"). "Confidential Information" shall not include information which the receiving Party can demonstrate: (a) is known to the receiving Party at the time of the disclosure by the disclosing Party, as evidenced by written records of the receiving Party; (b) has become publicly known and made generally available through no wrongful act of the receiving Party; (c) has rightfully been received by the receiving Party from a third party who is authorized by the disclosing Party to make such disclosures; (d) was independently developed by the receiving Party without any use of the Confidential Information of the disclosing Party and by employees of the receiving Party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development; (e) is disclosed generally to third parties by the disclosing Party without restrictions similar to those contained in this Agreement; or (f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt notice of such court order or requirement to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party shall treat as proprietary and shall maintain in strict confidence all Confidential Information of the other and shall not, without the express prior written consent of such other Party, disclose such Confidential Information or use any such Confidential Information other than in furtherance of its obligations hereunder. A Party receiving Confidential Information will restrict possession, knowledge, development and use of such information to its employees, agents, and subcontractors to the extent they have a need to know the information, and may not use the Confidential Information for any other reason than to perform its obligations under this Agreement, except as provided herein, without the express written consent of the disclosing Party. All information submitted by end-user customers ("Users") pursuant to a Program is considered to be Confidential Information of Company and is proprietary to and owned by Company. Company and the Advertisers , in their sole discretion, shall have the right to remarket the Users and data without further obligation to You. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.
You must clearly post on Your website an easy-to-understand privacy policy that: (i) is in compliance with all FTC guidelines and all other applicable laws, rules and regulations; (ii) identifies the nature and scope of the collection and use of information gathered by You and offers Users the opportunity to opt-out from such collection and use.


8. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR DAMAGES TO YOU EXCEED ALL FEES PAID BY COMPANY TO YOU FOR THE SIX MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH THE PARTIES WOULD NOT HAVE ENTERED THIS AGREEMENT.

THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.
9. Indemnity.

You shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties (collectively, "Claims") arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement; (d) claims of product liability.
10. Assignment and Jurisdiction.

. You may not assign this Agreement without the prior written consent of Company. This Agreement shall be construed and governed by the law of the state of New York without regard to its conflict of laws principles. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in New York, New York for any actions arising from or relating to this Agreement.
11. Severability.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

12. Force Majeure.

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
13. Attorneys' Fees.

Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.
14.  Injunctive Relief.
You hereby agree that in addition to any and all other rights and/or remedies of Company, Company shall be entitled to an injunction for any actual or threatened violation or breach of this Agreement by You. Any such injunctive relief shall be in addition to, and not in substitution of, any other remedies available to Company pursuant to this Agreement or otherwise.
15. Miscellaneous.

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices to You shall be sent to the addresses submitted by You when signing up for the Program by certified mail, fax, Email or courier. All notices to Company shall be sent to: PerformLine, Inc., 242 West 36th , 3rd fl, New York, NY 10018 by certified mail, fax, Email or courier.