PUBLISHER AGREEMENT

This Publisher Terms and Conditions Agreement (the "Agreement") shall govern participation in the AfterDownload.com network (the "Network"). By participating in the Network, you are agreeing to be bound by the terms and conditions of this Agreement. The term "Publisher" shall refer to any individual or entity who accepts this Agreement by submitting an enrollment form with all the required information for approval ("Membership") in the Network and checking the "I Agree" checkbox. Upon approval, AfterDownload will provide to the Publisher advertising HTML codes ("Ad Codes") to allow the Publisher to serve advertisements on its approved websites.

ALL PUBLISHERS MUST COMPLY COMPLETELY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. AFTERDOWNLOAD LTD RESERVES THE RIGHT TO WITHHOLD PAYMENT FROM ANY HOST THAT VIOLATES ANY OF OUR TERMS AND CONDITIONS AND/OR TERMINATE ITS ACCOUNT AT AFTERDOWNLOAD SOLE DISCRETION.

IF YOU ARE AN INDIVIDUAL, YOU REPRESEN AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.


PAYMENT POLICY:

(a) AfterDownload shall have the sole responsibility for calculation and reporting of all statistics, including impressions, leads, sales, clicks, earnings reports, and referral earnings. Eastern Time (GMT - 05:00) shall be the time period used for all traffic calculations.

(b) Publisher will be paid its fees out of the advertising actual revenues as will be approved by AfterDownload during the approval process. For the avoidance of doubt, any other revenues derived from such advertising shall be retained by AfterDownload.

(c) AfterDownload will pay the Publisher only for months in which earned revenue exceeds US$100.00 for the month. Revenue which is not paid to the Publisher in any month will be credited to the account of the Publisher and paid later, when accrued revenue exceeds US$100.00. AfterDownload will make payments to the Publisher within 30 days after the end of the month (Net 30).  Payments will be made via PayPal or bank wire transfer as will be indicated in the enrollment form in US dollars (US$). For the avoidance of doubt, no wire transfers or PayPal payments will be issued for any amount less than US$100.00. The Publisher agrees to keep the payment address and contact information in their account current at all times. Any and all bank/service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher\'s responsibility, and will be deducted from re-payment.(d) Without derogating from any right set forth herein or under any applicable law, AfterDownload, reserves the absolute right not to pay to Publishers who violate any of the terms and conditions set forth herein.

Participation:

Membership in the Network is subject to prior approval by AfterDownload. AfterDownload shall have absolute discretion as to whether or not it accepts a particular applicant or site (whether new or existing) for participation in the AfterDownload Network. Approval of membership in the Network is limited only to the specific root domain for which the Publisher has applied for approval.

1. The following are examples (including but not limited to) of the type of sites that are not allowed to participate in our network:

• Sites that contain adware
• Sites displaying pornography, adult content or graphics, sexual or erotic material or sites that contain links to such content
• Libelous or defamatory sites
• Sites containing or linking to software piracy
• Software trading (warez) sites
• Sites containing or linking to any form of illegal activity (i.e., how to build a bomb, hacking, \'phreaking\', etc.)
• Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
• Sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
• Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
• Sites promoting any type of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities

It is the Publisher\'s sole responsibility to maintain acceptable content, as outlined in the eligibility requirements, after their acceptance to the AfterDownload. Any violation of these rules will result in immediate removal from the Network. Your account will be cancelled and your payment will be null and void.

2. Company/Individual may not artificially inflate traffic counts using including but not limited to a device, program, spider, robot, auto reloading or meta refreshes.

3. Each Publisher may only hold one account with AfterDownload. But Publishers can have more than one URL in their account, each of which should be submitted for review prior to placing the code on those individual sites. Each website may only hold one account with AfterDownload.

Code Placement: AfterDownload\'s Ad Codes must be not be modified from original format without consent from AfterDownload. Publisher agrees to use the Ad Code provided for displaying creative not more than ONCE per page view. Ad Codes shall not be placed in/on: (a) email messages, instant messenger and chatrooms psotings; (b) pages of the following nature: blank pages with no content, pages that only contain advertisements; (c) pages that are password protected; (d) any web pages that launch more than one pop up or pop under window.

Data Reporting (Stats): AfterDownload is the sole owner of all website, campaign, and aggregate web user data collected by AfterDownload. Publisher only has access to campaign data that is collected through the use of their inventory.


Fraud and Deception: Publishers agree to not artificially inflate traffic counts using a program (including scripts), device, or other means.  AfterDownload audits Publisher\'s traffic on a daily basis. Publishers that produce or commit fraudulent activities, including but not limit to false impressions, will have their account permanently removed from the Network and will not be compensated for fraudulent traffic.

Removal From Network:

In order to protect our clients from any form of fraudulent actions, AfterDownload reserves the right to terminate any account that it believes violates one of its rules or that has very low conversion ratios. AfterDownload reserves the right to request server logs from Publishrs for investigation. In the case of dispute between AfterDownload.com and Publishers the decision of AfterDownload.com stands as the final decision. Any account that has been cancelled due to fraudulent activities or due to the low conversion ratios will not receive payment. In cases where fraud has occurred and payment has already been made, we may, in addition to closing the account, take legal action against the Publisher.
Publisher who is in violation of any of the provisions herein, as will be determined in AfterDownload\'s sole discretion will be immediately deactivated. AfterDownload may deactivate Publishers with no prior notification, though every effort will be made to notify the deactivated Publisher via the e-mail address provided by the Publisher.

Termination:

Without derogating from the foregoing, AfterDownload shall be entitled to: (a) terminate any Publisher\'s account that has been inactive or idle for a period longer than two (2) month by service a 7 days notice via email to the Publisher in the event their account is inactive or idle; AND b) terminate any Publisher\'s relationship with the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, the Publisher agrees to immediately remove the AfterDownload Ad Codes from their website(s). Except as otherwise specified in this Agreement, the Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination.

GENERAL:

Representations and Warranties:

AfterDownload is not responsible for any content provided by third parties (including advertisers). AfterDownload does not make and expressly disclaims any and all warranties of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use, and non-infringement. Publisher is solely responsible for any legal liability arising out of or relating to (i) the content and other material set forth on the Publisher\'s Websites and/or (ii) any content or material to which users can link through the Publisher\'s Websites (other than through an advertisement supplied by AfterDownload.com). Publisher hereby agrees to indemnify, defend and hold harmless AfterDownload.com and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys\' fees) that may at any time be incurred by any of them by reason of any claims related to this Agreement and/or the breach by Publisher of any of the terms and conditions set forth herein.

Intellectual Property

The Publisher shall not have, nor will it claim, any right, title or interest in any advertising content delivered by AfterDownload (other than the Publisher\'s own advertising content). The Publisher is granted no license to AfterDownload advertising content, the name \" AfterDownload\" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights which are owned or controlled by AfterDownload and made available to the Publisher in any manner.

Independent Contractor:

The relationship of the parties is and at all times shall remain one of independent contractors. Neither party is in any way a partner, joint venturer, affiliate, agent or representative of the other for any purpose whatsoever, nor has the legal right or authority to make any representation, warranty, promise, guaranty or agreement in the name of or for the account of the other under this Agreement, except as otherwise expressly authorized by a party under this Agreement.



Limitation of Liability:

AfterDownload shall not be subject to any liability whatsoever for (a) any failure to provide reference or access to all or any part of the Website due to systems failures or other technological failures of AfterDownload.com or of the Internet; (b) delays in delivery and/or non-delivery of Creative, including, without limitation, difficulties with a customer or other third parties, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any kind.

In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of data, loss of use, or loss of profits arising thereunder or from the provision of services.

Modifications:

The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with complying with any changes to the terms and conditions within 10 days of the date of change. A notice with respect to any change will appear on AfterDownload website.

Waiver; Severability; Assignment

The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect. The Publisher may not assign this Agreement, in whole or in part, without written consent from AfterDownload. Any attempt to assign this Agreement without such consent will be null and void.

Entire Agreement

This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements and representations between the parties, whether written or oral, regarding the subject matter contained herein.

Governing law

This Agreement shall be governed by and construed under the laws of the state of Israel without regard to conflict of laws principles.