Terms and Conditions

Pursuant to this Agreement, AdWork Media Group, LLC ("AdWork, AdWork Media, Site, Network, AdWorkMedia.com) and Publisher shall agree to the following terms and conditions for the receipt of advertising materials ("Creative") from advertising Customers ("Customers"). This includes the serving, tracking and reporting of each Campaign made available on the AdWork Media Affiliate Network (the "Network") to Publisher and Publisher Websites ("Websites").

USE POLICY:

Membership
Membership in AdWork Media is subject to prior approval of AdWorkMedia.com. AdWork Media reserves the right to deny service to any new or existing Publisher, in its sole discretion, with or without cause. AdWork Media reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Website for any reason at any time, with or without notice to the Publisher and regardless of whether such Publisher or Website was previously accepted. Publishers may not apply for multiple accounts.

Website Approval
Publisher must receive approval for each website or media outlet used in conjunction with AdWork Media tools and campaigns.

Promotional Requirements
Publisher, all websites, affiliated websites, and e-mail distribution lists (collectively the "Media") must meet the following criteria at ALL times:

• All Publishers that wish to send e-mail advertisements must have permission based opt-in databases with functional unsubscribe mechanisms and comply with the Can-Spam Act of 2003.
• Publisher websites must be content-based, not simply a collection of links or advertisements
• Publishers may not offer incentives to users as means to enhance the performance of any Program unless the campaign is listed as an incentive-friendly campaign. Incentives include but are not limited to awarding users cash, PayPal, points, prizes, contest entries, etc. in return for user conversions.
• Publisher websites must be in good order and fully functional.
• Websites must not contain, promote, have links, or affiliate with profanity, sexually explicit materials, hate material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, family status, or any other materials deemed unsuitable or harmful to the reputation of AdWork Media.
• Websites must not promote or reference software piracy (warez, cracking, etc.), hacking, or other illegal activity.
• Websites must not be affiliated with malware, adware, spyware, or other malicious software or services
• Websites must not promote illegal activities or violations of the intellectual property rights of others.
• Websites must not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.
• Websites must not be advertised or promoted through the use of unsolicited bulk email or allow website members or customers to engage in similar activities through Publisher's Website, including those activities prohibited by this agreement.
• Publisher may not excessively post ("SPAM") affiliate links on any websites, social networks, or media outlets.
• Publisher may not engage in any SMS/MMS ("text message") marketing without written approval.
  

Promotional Requirements
Publisher represents and warrants that:

• It is the owner or is licensed to use the entire contents and subject matter contained in the Website.
• The Website is free of any "worm", "virus" or other device that could impair or injure any person or entity.
• The Website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade disparagement
• The Website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity.
• Publisher is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply.
• The Website does not and will not infringe any copyright, trademark, patent or other proprietary right. Publisher grants AdWork Media and the customer the right and license to transmit the Creative to the Website.
• Publisher will comply with all relevant laws including the Can-Spam Act of 2003 and the Federal Trade Commission Act.

Payment
AdWork Media Group, LLC shall pay any amounts due to the publisher on or about the 30th of every month for the revenue generated between the 1st to 31st of each previous month. AdWork Media reserves the right to reduce any payments owed to Publisher as a consequence of any offsets taken by Advertisers for invalid Events, technical errors, tracking discrepancies, poor click-quality and the like. AdWork Media shall compile, calculate and electronically deliver data required to determine Publishers billing and compensation. AdWork Media will issue to Publisher any positive balance in Publisher's Account for Transactions reported for the previous relevant period. AdWork Media shall have no obligation to make payment of any Commissions for which AdWork Media has not received payment from the relevant Merchant of all monies due to AdWork Media (including for all Commissions owed by such Merchant to all of such Merchant's Publishers) until such payment has been received.

AdWork Media determines the actual payments to your account. Any concerns or questions regarding your payout need to be submitted to AdWork Media in writing within (3) business days of your receiving the payment that is in question. If no question is raised within (3) business days then your payout will be considered fair and accurate by you the Publisher.

All amounts will be paid in US dollars. No payments will be issued for any amounts less than the "Payment Threshold". All such amounts below the Payment Threshold shall be aggregated and paid when the Payment Threshold has been met. Lead Earnings and Referral Earnings both have separate, independent Payment Thresholds of $35 US Dollars and $5 US Dollars respectively.

AdWork Media will not pay for any Events that occur before a Program is initiated, or after a program terminates. Invoices submitted to AdWork Media and payments made to Publisher shall be based on the Events as reported by AdWork Media. AdWork Media will not be responsible to compensate Publisher for Events that are not recorded due to Publisher's error or for nonpayment by the Advertiser. AdWork Media may require a Publisher to provide a W-9, and similar such information, as a condition to payment. Adwork Media also reserves the right to deduct commission from any future payments for leads reversed/charged back after they were paid in a previous payment.

Termination
AdWork Media reserves the right to terminate any Publisher's relationship with the AdWork Media 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, Publisher agrees to immediately remove from his/her website AdWorkMedia.com's HTML/JavaScript code associated with AdWork Media.com's campaigns and tools. Publisher will be paid, in the next scheduled payment cycle, all legitimate earnings due up to the time of termination. Upon termination, and in the event that blatant fraudulent activities have been documented in the AdWork Media server logs, no past or future payments will be made by AdWork Media to the publisher.

Taxes
Commissions & earnings generated through AdWork Media may be subject to tax liability. Any tax reporting or tax liability from AdWork Media earnings is the sole responsibility of the Publisher. Publishers that submit tax details to AdWork Media authorize that their tax details may be shared with IRS authorized e-file providers to file tax forms such as form 1099.

Registration & Account Details
Publisher agrees to submit valid information to AdWorkMedia.com at all times. This includes Account Registration, Account Updates, Electronic Tax Form Filing, Website Listings, and other areas where publisher details are collected. If information such as full name, address, websites listed, etc, are determined to be false or in question, AdWork Media may suspend the respective Publisher and freeze all earnings due. Please notify us of changes to your address or phone number.

Intellectual Property & Reverse Engineering
Publisher, or any user of the site, may NOT reverse engineer or decompile (whether in whole or in part) any software used in the Site and/or the Services (except to the extent expressly permitted by applicable law). You may NOT replicate any part of our platform including but not limited to AdWork Media's content/product lockers, Publisher Platform, and other tools and services.

By accepting this Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of AdWorkMedia.com and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Technical Support
Publisher may optionally request that our support team access their server and/or website to solve technical issues. Publisher may also request technical recommendations and advice. AdWork Media is not responsible for any damage that occurs as a result of these requests, advice, or implementations.

Referral Program
You may refer others to join AdWork Media as a new Publisher, using a referral link found in the Tools section of your Publisher account. In order for a referred publisher to constitute as a valid referral the following must be true:

• Referred publisher must be new to AdWork Media, applying for an account for the first time.
• Referred publisher must not be a business partner and must not live with you.
• Referred publisher account must not be directly or indirectly under your control.
• Referred publisher must not qualify as an affiliate network, advertising network, or agency.

Validity of referrals is at the sole discretion of AdWork Media, and a publisher account may be removed from your referral list at any time if we believe one of these guidelines has been broken. Publishers receive 3% commission on the payable lead earnings of your referrals. We reserve the right to alter this rate at any time. Commissions are paid on a net-30 schedule similar to our Lead Earnings payment schedule. You must meet the minimum Referral Earnings Payment Threshold of $5 US Dollars prior to payment.

Referrals must register using your unique referral link to our Publisher application page. Referrals cannot be credited to your account retroactively or manually. Referrals must also be in good standing at the time your referral commissions are paid, in order for you to earn valid commission on that referral.

Promotions
When available, one-time promotions & monthly performance bonuses can be activated through the publisher promotion manager. Network level accounts are not eligible for promotion bonuses. Once the promotion is activated by the user, all leads generated within the specified time period will be tallied and awarded the respective bonus amount. AdWork Media reserves the right to adjust or deny all bonuses due to fraud, calculation errors, or other matters deemed relevant by us.

Spam Indemnification
Publisher agrees to indemnify and hold AdWork Media Group, LLC, its Advertisers and their respective affiliates, employees, officers, agents, directors and representatives of "AdWork Media Group, LLC Indemnified Parties" harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with AdWork Media's use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-Spam Act of 2003).

Publisher warrants that it will not send any commercial email to any person who has requested not to receive email from the Publisher and/or Advertiser and that they are in full compliance with the Can-Spam Act. Double opt-in email lists are required for all email marketing drops. Any violation of the Can-Spam Act by Publisher will automatically forfeits the right and claim to any revenue generated for its account, and Publisher's account will be immediately terminated. Publisher further agrees that all of Publisher's business will be in compliance with all local, State, and Federal anti-spam policies and all other applicable laws.

Publisher also agrees to load the latest Suppression List for Campaigns that make this file noticeably available on the Campaign Details page. Email promotion can only occur once an email list has been checked against the Suppression List. All matching emails in the Suppression List MUST be removed from the mailing.

DMCA
AdWork Media honors all legitimate DMCA take-down requests. Please submit your DCMA request to our physical address noted at the bottom of this page. Your request must include the following information:

• The name, address, and electronic signature of the complaining party [512(c)(3)(A)(i)]
• The infringing materials and their Internet location [512(c)(3)(A)(ii-iii)], or if the service provider is an "information location tool" such as a search engine, the reference or link to the infringing materials [512(d)(3)].
• Sufficient information to identify the copyrighted works [512(c)(3)(A)(iv)].
• A statement by the owner that it has a good faith belief that there is no legal basis for the use of the materials complained of [512(c)(3)(A)(v)].
• A statement of the accuracy of the notice and, under penalty of perjury, that the complaining party is authorized to act on the behalf of the owner [512(c)(3)(A)(vi)].

Fraud and Quality Audits
AdWork Media audits every Publisher's traffic on a daily basis. Publishers that produce or commit fraudulent activities, including false clicks, false impressions, and incentivized clicks (that have not been previously authorized in writing), will have their account permanently suspended from our network and will not be compensated for fraudulent traffic. If fraud is suspected or detected, Publisher's account will be made inactive pending further investigation. Publisher accounts are flagged that:

• Generate click-through/conversion rates that are much higher than industry averages and where solid justification is not evident to the reasonable satisfaction of AdWork Media;
• Generate significant amount of leads with common behavioral characteristics to spammers
• Generate fraudulent leads as determined by the Advertisers;
• Use fake redirects, automated software, and/or fraud to generate events from the Programs.
• Multiple completions from the same user agents/hostnames.

If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by AdWork Media or use of sites in co-registration campaigns that have not been approved by AdWork Media), as determined solely by AdWork Media, Publisher will forfeit its entire commission for all programs and its account will be terminated. If Publisher is notified that fraudulent activities may be occurring on its Media, and Publisher fails to take prompt action to stop the fraudulent activities, then, in addition to any other remedies available to AdWork Media, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. In addition, in the event that Publisher has already received payment for fraudulent activities, AdWork Media reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher. AdWork Media also retains the right to share relevant account information with third parties to verify or investigate fraudulent activity.

Campaign Ad and Tool Code
AdWork Media ad codes must not be modified from original format without consent from AdWork Media. Publisher cannot alter, copy, modify, take, sell, reuse, or divulge any AdWork Media computer code, except as is necessary to partake in the AdWork Media Network, provided, however, with the prior approval of AdWork Media, a Publisher may, in certain instances, modify the AdWork Media computer code for purposes of inserting certain pre-approved language above or below an advertisement served by AdWorkMedia.com. Requests for language approval should be sent to Contact@AdWorkMedia.com or your AdWork Media affiliate manger.

Scrubbing Leads
Each Program shall have its own criteria for determining the validity of a lead (the "Lead Requirements"), which shall be detailed in the section entitled "Campaign Details" included in the on-site offer summary and the offer-specific instructions emailed by an AdWork Media Affiliate Manager. AdWork Media shall only pay for net or billable leads ("Billable Leads"), which are determined by taking the gross leads from a Program and deducting Invalid Leads and Returned Leads. "Invalid Leads" are those leads that do not meet the Lead Requirements or AdWork Media's general quality requirements. Examples include, but are not limited to, leads that are missing data, do not meet filter requirements, are incorrectly formatted or do not meet certain phone, email and CASS (postal address) validations. "Returned Leads" are those that have met the Lead Requirements, but are rejected due to inaccurate data or the inability to verify user information. Examples include, but are not limited to, leads for which the registrant is not at the phone number or address submitted, "unsubscribes" prior to being contacted, is on the "Do Not Call List", replies with "Did Not Request This Information" or the lead is a duplicate in the Advertiser's database. The AdWork Media proprietary lead processing system is responsible for detecting and tracking Invalid Leads. The Advertiser is generally responsible for detecting and tracking Returned Leads. Billable Leads will generally be determined by the 25th of the subsequent month and will be displayed on the AdWork Media site when available. Accordingly, any statistics regarding Billable Leads appearing on the Site during the month in which the Program is running are preliminary and are subject to adjustment as provided herein.

Lead Quality Requirements
AdWork Media routinely audits leads to uphold our quality standards. We evaluate leads based on IP location and header details passed in transit during redirects through our tracking links. While we employ many automated fraud checks, some manual quality checks are required. AdWork Media reserves the right to revoke or decline any lead for lack of quality.

Use of Leads
Publisher hereby acknowledges that the collection of the Leads is being done solely for the benefit of AdWork Media or its Advertiser. Therefore, other than providing the Leads to AdWork Media for delivery to the Advertisers, Publisher may not use, sell, transfer or assign or attempt to monetize the Leads for its own purposes. All right, title and interest in the Leads shall vest exclusively in AdWork Media or its Advertisers.

Contact Information
To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. Payment Profile information must be updated by the last day of the month to be reflected in the next payment. This must be done online using the Publisher's account payment details through AdWork Media.com's Publisher platform. 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.

Third Party Publishers
AdWork Media may terminate this agreement with publisher if a Third Party Publisher is engaging in fraudulent and/or prohibited conduct as is stated in this agreement. AdWork Media may withhold all payments to publisher that are associated with the Fraudulent and/or prohibited conduct

Relationship of Parties
For purposes of this Agreement, each party shall be and act as an independent contractor. This Agreement does not constitute, create, or give effect to any employer/employee or franchiser/franchisee relationship, nor any joint venture, partnership, limited partnership, or agency among the parties, and the parties hereby acknowledge that no other facts of relations exist that would constitute, create, or give to effect any such relationship between them. Neither party has any right or authority to assume or create any obligation or responsibility on behalf of the other party except as may from time to time be provided otherwise by written agreement signed by both parties.

Assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their subsidiaries, and their respective successors and assigns, provided that neither party may assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership (for example, by merger or acquisition) of all or substantially all of the assets of the assigning party, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by the assigning party. Any attempt at assignment in derogation of the foregoing shall be held null and void.

Indemnification
Publishers will at all times indemnify and hold harmless the AdWork Media Indemnified Parties from and against any and all Losses arising out of any arising out of the Publisher's breach of any representation, warranty or obligation hereunder, or any alleged breach of any representation, warranty or obligation to any other party.

Limitation of Liability
ADWORK MEDIA GROUP, LLC SHALL NOT HAVE ANY LIABILITY TO THE PUBLISHER FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, INCLUDING NEGLIGENCE, WARRANTY OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT ADWORKMEDIA'S TOTAL OBLIGATIONS AND/OR LIABILITY CAN NEVER EXCEED THE VALUE OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION.

Representations
Each party represents and warrants that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereunder, and that any material provided by it to the other party for display on the other party's site will not infringe on any copyright, trademark or other proprietary right of any third party.

Severability
If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity of any or all of the remaining portions thereof.

Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of non-performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay of the failure to perform as noted above.

Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties with respect to the transactions set forth herein. AdWork Media reserves the right to modify these terms and conditions at its sole discretion. Publishers are entitled to review these terms and conditions periodically.

Governing Law
This Agreement will be governed by and construed under the laws of the State of Florida without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the federal or state courts located in the County of Dade, Florida, and Publisher irrevocably consents to the jurisdiction of such courts.

Confidentiality
Each party acknowledges that it will not disclose the confidential information of the other party, except to its employees and professional advisors and except as required by law.

Applicability
In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither AdWork Media nor Publisher shall hold itself out as the agent of the other, except for that specified in this Agreement. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the AdWork Media website Publisher interface are explicitly bound by this Agreement.

Public Release
Publisher shall not release any information regarding Campaigns, Creatives, or Publishers relationship with AdWork Media or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of AdWorkMedia.com. AdWork Media shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of AdWork Media and Publisher.

Remedy
If any Publisher violates or refuses to partake in their responsibilities, or commits fraudulent activity against us, AdWork Media reserves the right to withhold payment and take appropriate legal action to cover its damages. Audit: AdWork Media shall have the sole responsibility for calculation of Publisher earnings, including Impressions and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent no later then 3 days to AdWork Media. AdWork Media will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding.

Modifications
AdWork Media reserves the right to change any condition of this contract at any time, notification may be provided to Publishers but is not required. Privacy: Publisher shall support AdWork Media's commitment to protect the privacy of the online community; such commitment is set forth in AdWork Media Privacy Policy located on AdWorkMedia.com, which is hereby incorporated into this Agreement.

Attorneys' Fees
AdWork Media under this agreement is entitled to recover all reasonable attorneys' fees and collection fees associated with this agreement due to any intentional wrong doing or breach of this agreement by you the publisher.

Waiver
No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or Authorized Representative of Publisher) is at least 18 years of age, and that there is no legal reason that Publisher cannot enter into a binding contract.

Signature
Your electronic signature shall be deemed to be an original and shall be evidence of your agreement to accept all terms of this agreement between AdWork Media Group, LLC and Publisher.

All notices to be sent to:
AdWork Media Group, LLC
PO BOX 11986
Gainesville, FL 32604

If you have any questions regarding our Terms and Conditions please contact us.