Revenue Pilot, Pay Per Click Advertising, Affiliate Program, Online Advertising, Pay Per Click Internet, Banner Advertising.

Agreement The Terms of Service and Conditions found below shall govern participation in the RevenuePilot's Premiere Pay Per Click Network program (the "Program"). Your participating in the Program is bound by your adherence to the Terms of Service stated in this Agreement. The term 'Affiliate' shall refer to any individual or entity who accepts the terms and conditions of this Agreement and thereby enters into a legally binding contract with RevenuePilot upon checking the "I Agree" checkbox and submitting the Affiliate Program application form. This Agreement shall be governed by the laws of the state of New York, and in the event of a dispute, Affiliate agrees to submit to the jurisdiction of the state courts located in Kings County, New York.

Responsibilities Affiliate shall enable users of Affiliate's web site to perform search queries or provide them with links by utilizing any form of the Intellectual Property provided by RevenuePilot deemed necessary for Affiliate such as verticals, Search Boxes, Banners, Text-Link Directories, Full-page Portals, Java-Includes, Dynamic Banners, Text-links, Pop-ups, Panels, XML feed, HTML feed, or other methods that may be provided by RevenuePilot in the future. Affiliate shall not modify the Intellectual Property, which is herein licensed to Affiliate. Affiliate is solely responsible for the creation and maintenance of its own web site and for all contents that appears on Affiliates web site. Affiliate may not issue any press release or other public statements regarding this Agreement without RevenuePilot's prior written consent.

Terms and Termination The term of this Agreement (the "Term") will commence on the date RevenuePilot accepts and approves Affiliate's completed application and will remain in full force and effect until terminated pursuant to this paragraph. All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement. Both parties reserve the right to terminate this agreement at their discretion for any reason whatsoever. However, Affiliate must notify RevenuePilot seven (7) days in advance, in writing or via e-mail, of its intentions to terminate Agreement. Inability to comply with any of said terms of agreement will forfeit any unpaid earnings and result in immediate termination of Affiliate's account. Further legal course of action may be considered to prosecute violating Affiliates.

Payment RevenuePilot will pay Affiliate a commission of sixty percent (60%) of the net bid amount earned by RevenuePilot for clicks generated as a result of a link from an Affiliate's site. All payments are distributed to Affiliates on a NET 60 basis. Affiliate is responsible to pay all taxes on the monies earned through the RevenuePilot Program. Affiliate has the option of choosing to receive payments by check, through PayPal, or via other means if Affiliate has special needs. Affiliate is responsible for maintaining all payment and contact information current. RevenuePilot requires each Affiliate to submit an applicable W9 or a W8 tax form before payments can be made to Affiliate. Inability to provide an appropriate tax form or accurate information will prevent RevenuePilot from paying out payments due to Affiliate and may result in cancellation of outstanding payments to Affiliate.

A. Payment by Check option:
RevenuePilot will pay Affiliate upon reaching a level of fifty ($50.00) dollars for all commissions earned under this Agreement less mailing fees for Affiliates abroad (Outside the United States) and less any amount RevenuePilot determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Affiliate's site. In other words, commissions earned during any calendar month that are less than fifty ($50.00) dollars, at RevenuePilot's sole discretion, shall be carried over to the next billing period. In the event RevenuePilot has not received payment for a portion of such bid amount earned, RevenuePilot may delay paying commission due to Affiliate on such portion until 30 days after RevenuePilot collects such portion.
B. PayPal Option:
RevenuePilot will pay Affiliate upon reaching a level of fifty ($50.00) dollars for all commissions earned under this Agreement less any amount RevenuePilot determines, in its sole discretion, was not validly earned from proper use of the Intellectual Property on Affiliate's site. In other words, commissions earned during any calendar month that are less than fifty ($50.00) dollars, at RevenuePilot's sole discretion, shall be carried over to the next billing period. In the event RevenuePilot has not received payment for a portion of such bid amount earned, RevenuePilot may delay paying commission due to Affiliate on such portion until 30 days after RevenuePilot collects such portion.
C. Other Payment Options
Affiliate can arrange with RevenuePilot for other payment methods (i.e.-wire transfers) in case the aforementioned options do not suffice. However, other payment options may require additional processing time and be subject to some restrictions and additional fees.

Referral Program RevenuePilot agrees to pay Affiliate ten percent (10%) of money earned by referrals that are accepted into the RevenuePilot Network during the term of this Agreement. Affiliate will be paid in accordance with the payment terms described herein.

Reporting Affiliate is fully responsible to maintain and preserve for at least one (1) year following termination or expiration of the Term, accurate records relating to the number of Searches during the Term. RevenuePilot shall have the right to review such records, including but not limited to log files, upon request to Affiliate.

License RevenuePilot hereby grants to Affiliate a non-exclusive, non-transferable, royalty-free license to use, reproduce, display, transmit, and redistribute RevenuePilot's linking methods, advertising, creative and related materials including search boxes, directories, exit consoles, vertical banners, and branded or co-branded search result pages and (ii) use and display RevenuePilot‘s trademarks, service marks and logos during the Term solely to display the Search Interfaces in furtherance of Affiliate's performance under this Agreement. Permission to use RevenuePilot's material is subject to change at any time deemed appropriate by RevenuePilot and Affiliate agrees to comply with all reasonable guidelines for usage of RevenuePilot Trademarks that may be provided by RevenuePilot from time to time. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to Affiliate by RevenuePilot. Affiliate hereby grants to RevenuePilot a non-exclusive, royalty-free license to use and display Affiliate's trademarks, service marks and logos during the Term of this Agreement. Expiration of the Term or any other termination of this Agreement will immediately nullify and void all license privileges granted to RevenuePilot by Affiliate.

Search and Click Standards Affiliate may not in any way "beg" or incentivize searches or clicks, use incentive techniques to drive traffic to the affiliate's site, nor may the Affiliate modify the Search Materials. Loading of search results through iframes is expressly forbidden especially while using a third party page or passing the results from another domain to accomplish this. Affiliate may not cache search results. Clicks generated from cached search results will not be paid for unless caching has been pre-approved by RevenuePilot. Clicks without a referral url will not be counted or paid for. Deductions to Affiliate payments may be made if it is determined by RevenuePilot that traffic sent by Affiliate is fraudulent, incentivized or generally of very low quality. RevenuePilot does not guarantee its bid prices as they are dynamic and keep changing from time to time. Affiliates suspected of cheating or in breach of any clause of the Agreement will have their account terminated without notification, notice or warning. It is the Affiliate's responsibility to inquire about further information regarding his/her account from RevenuePilot's billing department if payment is not received by Affiliate when it is due. RevenuePilot reserves the right to limit or annul Affiliate's access to premium advertisers with higher bids. Failure to comply with the ‘Search and Click Standards' may result in termination of Affiliate's participation in the RevenuePilot Program and in the forfeiture of all monies owed to Affiliate by RevenuePilot.

Indemnification Affiliate will defend and indemnify RevenuePilot and its successors from and against all third party claims, suits and proceedings and any and all damages, liabilities costs and expenses (including reasonable attorneys' fees and court costs) arising from the operation of Affiliate's site. RevenuePilot gives Affiliate control of the defense and settlement of the claim. However, no settlement may be entered into which would adversely affect RevenuePilot. The provisions of this section shall survive the termination of this Agreement.

Disclaimers REVENUEPILOT DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REVENUPILOT MAKES NO WARRANTIES WITH RESPECT TO ITS SERVICES.

Liability Limitation REVENUEPILOT WILL IN NO EVENT BE LIABLE TO AFFILIATE FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM SUCH PARTY S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY AMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY REVENUEPILOT TO AFFILIATE DURING THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT AFFILIATE'S LIABILITY TO REVENUEPILOT FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.

Confidentiality During the term of this Agreement, Affiliate may have access to certain non-public information of RevenuePilot. During the term of this Agreement and for three (3) years after termination of this Agreement, Affiliate agrees to safeguard and not disclose to anyone outside the Program any proprietary or confidential information acquired during this Agreement that is not readily accessible to persons outside the Program. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

Representation and warranties Affiliate party represents and warrants that: (I) it has power and authority to enter into this Agreement and to carry out its provisions; (II) it is duly authorized to execute and deliver this Agreement and to perform its obligations; and (III) this Agreement is valid and legally binding upon it and the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement, instrument or understanding to which it is a party or by which it may be bound nor would violate any law or regulation of any court, governmental body or agency having jurisdiction over it. Affiliate hereby represents, warrants and covenants to RevenuePilot that (i) it will not use any form of mass unsolicited electronic mail solicitations, news group postings, IRC posting, or any other form of "spamming" as a means of promoting its Web site or for the purpose of directing or referring users to any Web sites owned, operated, controlled, represented or listed by RevenuePilot; (ii) that Affiliate will not copy or reproduce, alter, modify or change, broadcast, distribute, transmit or disseminate the RevenuePilot Materials in any manner that violates the terms and conditions of this Agreement; (iii) that Affiliate will not use, promote, or display any RevenuePilot search results or any other RevenuePilot Materials on applications that are downloaded onto a user's computer without first obtaining proper consent from the user; (iv) that Affiliate will not use, promote, or display any method of masking electronic identity on the Internet, serial numbers, cracks and hacks, Warez, any program cheats, or any similar application or information relating to such application; (iv) that Affiliate will not, directly or indirectly, place any RevenuePilot Materials on any page that contains, or provides access by any hyperlinks maintained or created on Affiliate's Web site to: (a) any material which constitutes, or could be construed, as being abusing to animals, (b) any material which entices or promotes hate or violence against any particular race, nationality, religion or lifestyle, (c) any material that is illegal, threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity; or (d) any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or (e) any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless of whether damage is intended or unintended, which may detriment or have an adverse effect on any computer equipment, loss or corruption of data or programs, or inconvenience to any person, agency or entity.

Assignment Affiliate may not assign this Agreement, in part or in whole, by operation of law or otherwise without the prior written consent of RevenuePilot; provided, however, that Affiliate may assign this Agreement to an acquirer of all or of substantially all of such party s equity securities, assets or business relating to the subject matter of this Agreement or to any entity controlled by, controlling or under common control with such party. In the case where an assignment is made by Affiliate in violation of this agreement, the assignment shall be null, void and of no effect. However, RevenuePilot may assign this Agreement, at its sole discretion.

Modifications RevenuePilot reserves all rights and may modify the terms of this Agreement without prior notice. RevenuePilot will attempt to inform Affiliate of modifications to this Agreement by posting an announcement of these changes in the Affiliate "Member Area" of its website. Affiliate's continued use of RevenuePilot materials will constitute an acceptance of the modified agreement.

[ Last Revised - May 10, 2005 ]