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Partnership AgreementThis agreement ("Agreement") sets out the terms and conditions ("Terms and Conditions") applicable to Publishers of the Ampira advertising network (the "Ampira Media Network") operated by FortuneCity.com Inc.( dba Ampira Media) a Delaware corporation with principal place of business at 500 Seventh Avenue, New York, NY 10018 ("Ampira Media") Media. In order for an applicant's site to be considered for participation, and as a condition of continued participation in the Ampira Media Network, applicants (referred to as "Publishers" if and when approved for participation by Ampira Media) must agree to the following Terms and Conditions. THESE TERMS AND CONDITIONS WILL BE DEEMED ACCEPTED BY PUBLISHER UPON CLICKING THE YES BUTTON, FOLLOWING THE QUESTION "DO YOU ACCEPT THESE TERMS" AND NO FURTHER SIGNATURE WILL BE REQUIRED. In the event a Publisher breaches or otherwise fails to comply with any provision of these Terms and Conditions then in addition to any other remedy available to Ampira Media, Ampira Media may terminate the participation of such Publisher in the Ampira Media Network and/or may withhold any payments relating to participation in the Ampira Media Network.1. Eligibility Ampira Media shall have absolute discretion as to whether or not it accepts a particular site for inclusion in the Ampira Media Network. The following are not eligible:
2. Ability to Enter Into Contract In order to participate as a Publisher in Ampira Media, all participants must be at least eighteen years of age and not less than their country's legal age for entering into a contract. Applicants represent and warrant that all information submitted to Ampira Media shall be true, accurate and complete. If this Agreement is entered into with an individual then a social security number must be provided. 3. Acceptable URL's Ads from the Ampira Media Network may only appear on URLs that Ampira Media has reviewed and accepted for participation. Publishers should place the Ampira Media code on all appropriate pages within an approved URL. The term 'approved' as used in this provision should not be interpreted as meaning that Ampira Media approves of the content at any approved URL but rather that the URL has been accepted for participation. The Publisher agrees to advise Ampira Media of any changes in the type of content accessible at any approved URL. Ampira Media also reserves the right to re-review and re-approve any previously approved URL. 4. HTML Code Publishers may not alter, sell or disclose the Ampira Media insertion HTML code in any way. 5. Incentivized Clicks Publishers may not place notices in proximity to the Ampira Media Network banner to encourage or require users to click on the banner. Publishers may, however, state: 'click here to visit our sponsor' or 'to visit our advertiser, click here.' 6. Fraudulent Clicks or Impressions Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by Ampira Media's systems. These prohibited methods include, but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against a Publisher's own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by Ampira Media, acting reasonablereasonably, or based on industry practices) click-throughs and/or impressions. Ampira Media Network banners may not be placed on a page which reloads automatically. The HTML insertion code for Ampira Media Network banners may not be used on a web page other than one located at an approved URL and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved URL. Ampira Media Publishers may not require users to click on an Ampira Media Network banner prior to entering a Publisher website or any area therein or provide incentives of any nature to encourage or require users to click on Ampira Media Network banners. 7. Term and Termination Either party may terminate this agreement by giving five days written notice to the other party. Notice to Ampira Media must be provided by email to joe@ampira.com or express mail to Ampira Media Attention: President, at the address indicated above. Notice is deemed to be effective when it is received. 8. Solicitation Publisher may not intentionally solicit, recruit, encourage, directly or indirectly, any advertiser that is known to Publisher to be an advertising client and/or customer of Ampira Media, for purposes of offering products or services that are competitive with Ampira Media (including the provision of advertising inventory) nor contact such advertisers for any purpose, during the term of this agreement, provided however, that the foregoing restriction shall not apply to advertisers with whom Publisher already has a relationship prior to the placement of advertising on Publisher's site on behalf of such advertisers by Ampira Media, as explicitly proven by documented evidence of such prior relationship provided by Publisher to Ampira Media immediately upon Ampira Media's written request. 9. Page Ownership Ampira Media Network banners may only appear on web pages that are directly controlled by Ampira Media Publishers. Only the legal owner of a URL may submit that URL for membership. Only one Publisher account may be opened for a specific URL and only the URL that was approved by Ampira Media may carry Ampira Media ads. 10. Publisher Investigation and Removal At any time Ampira Media may investigate any Publisher site for violation of the Terms and Conditions. Ampira Media reserves the right to terminate the participation of any Publisher or site without reason but expressly including any Publisher site that Ampira Media judges to be in violation of the Terms and Conditions. Publishers in violation of Ampira Media's Terms and Conditions will be immediately deactivated. Ampira Media 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. Publishers found in violation of the Terms and Conditions will not receive any credit or payment from Ampira Media. Upon termination of a Publisher from the Ampira Media Network, for any reason and by either party, the Publisher shall immediately remove all HTML insertion codes from all pages where the Publisher had inserted such codes. 11. Compensation FortuneCity.com IncAmpira Media. Checks will typically be mailed checks for Publisher sites by the fifteenth of each month for payments received from advertisers in the previous month, if the Publisher's account balance is equal to or greater than $50 ($250.00 non-US). If the Publisher balance is less than $50, the balance will carry over in the Publisher account to the next month until such time that the balance is equal to or greater than $50. Payments are made in US dollars and paid by check. Earnings are calculated at the campaign level by Real Media Open Ad Stream or in some cases the Advertisers' numbers and counts of impressions and clicks and will be decided solely on the basis of reports generated by these two options. Publisher will be paid on a 50% revenue share basis. The revenue split will be 50% of revenues collected go to the Publisher. 12. Indemnification Each party (the "Indemnifying Party") shall defend and indemnify the other party (the "Indemnified Party") against and reimburse the other party ("Indemnified Party") for all damages, claims, losses and expenses, including but not limited to reasonable attorneys' fees, arising directly or indirectly from a breach by the Indemnifying Party of any obligation under this Agreement; provided) , the Indemnified Party must promptly notify the Indemnifying Party in writing of the claim (however, failure of the Indemnified Party to so promptly notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent it has been damaged prejudiced thereby); (ii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of the matter; and (iii) upon posting reasonable security for any potential damages the Indemnifying Party will have primary control of the defense of the action and negotiations for its settlement and compromise; provided, however, that: (A) the Indemnified Party will have the right to approve any settlement or compromise that will impose any obligation upon it or which may adversely affect its rights under this Agreement or its rights to any materials subject to copyright, patent, trade secret or trademark protection; and (B) the Indemnified Party may, at its own cost, obtain separate counsel to represent its interests. 13. Ownership Publishers agree that all information contained on a website operated by Ampira Media or its affiliates, and all information compiled by Ampira Media through operation of the Ampira Media Network, is the proprietary information of Ampira Media. Personal information provided by Publishers to Ampira Media will be kept confidential and will not be distributed, except in aggregate form, to any third party. Notwithstanding the foregoing, Ampira Media reserves the right to identify the Publisher to a third party where Ampira Media, acting in good faith and reasonably, believes that the Publisher has infringed or violated the right of that third party in connection with a web site carrying advertising from the Ampira Media Network, or (ii) is necessary to satisfy any applicable law or regulation, or comply with legal process or a government request, (iii) that the disclosure of such information is necessary for Ampira Media to protect its legal or proprietary interests. 14. Governing Law This agreement shall be governed and construed in accordance with the laws of the State of New York without regard to its laws or regulations relating to conflicts of laws. Publisher irrevocably consents to the courts located in Manhattan, of the State of New York including federal courts located in the State of New York in connection with any disputes arising between the parties. a. Entire Agreement. This Agreement contains the entire understanding between the parties hereto relating to the advertising placement services of Publisher and supercedes supersedes any and all prior advertising sales agreements between the parties.IN WITNESS WHEROF, the parties have caused this Agreement to be executed by their duly authorized representatives, all as of the day and year written. |
