Terms and Conditions

You agree to the terms and conditions outlined in this Terms of Use Agreement ('the Agreement') with respect to this website (the 'Site'). This Agreement constitutes the entire and only agreement between us and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. The Agreement may be amended at any time by us without specific notice to You. The latest version of the Agreement will be posted on the Site, and You should review this Agreement prior to each use of the Site.

The following terms and conditions (this 'Agreement') is a legal agreement between us, Proprep UK Ltd ('the Company') and You ('You' or 'Your'), the user of the website (the 'Site'). You and the 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 in future by the Company only in accordance with this Agreement. The Company reserves the right to make changes to the Site and to 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 the Company to post offers of advertising programs sponsored by the Company or its Affiliates on the system ('Program(s)'). The Programs will specify the amount and terms under which You will receive payment ('Bounty') when the Programs' requirements are fulfilled. Bounties 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 creative materials on Your media properties, such as Your website, affiliated websites or email distribution lists ('Media'), in accordance with the terms of the accepted Program. The Company may change a Program at any time unless otherwise specified to You with reasonable notice. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. The Company is responsible for displaying and administering all active Programs and tracking the payments owed. The Company shall compile, calculate and electronically deliver the data required to determine Your billing and compensation. The Company's figures and calculations shall be final and binding. Any questions regarding the data provided by the Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.

2. License.

All websites, newsletters, companies, or individuals need official approval from the 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. The Company reserves the right to withhold or refuse approval for any reason whatsoever.

• In order to be eligible to become a Company Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:
  • Must be content-based, not simply a list of links or advertisements, nor centred around making money off of our Advertisers.
  • Must be written in English and contain only English language content.
  • Must have a top-level domain name.
  • Must not offer incentives to users to click on ads. Incentives include but are not limited to: awarding them cash, points, prizes, contest entries, etc.
  • Must be fully functional at all levels; no 'under construction' sites or sections.
  • Must not have spawning process pop-ups and/or exit pop-ups.
• The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal intellectual property or copyrights including but not limited to:
  • Racial, ethnic, political, hate-mongering or otherwise objectionable content.
  • Investment, money-making opportunities or advice not permitted under law.
  • Gratuitous violence or profanity.
  • Material that defames, abuses, or threatens physical harm to others.
  • Promotion of illegal substances or activities such as illegal online gambling, assembly of weapons, counterfeiting money, etc.
  • Software Pirating (e.g. Warez, Hotline).
  • Hacking or Phreaking.
  • Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
  • Any illegal activity whatsoever.

The 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 the Company. Site integration tags must NOT be altered. Altering tags may jeopardise Your ability to be paid for Events.

3. Fraud.

The 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 the Company, such as pre-population of forms or mechanisms not approved by the Company), You will forfeit Your entire commission for all programs and Your account will be terminated. The Company reserves sole judgment in determining fraud, and You agree to this clause. It is the OBLIGATION of the Affiliate to prove to the Company that they are NOT committing fraud. The Company will hold Your payment in 'Pending Status' until You have provided satisfactory evidence that You are not defrauding the system. We flag accounts that:

• Have click-through rates that are much higher than industry averages and where solid justification is not evident.
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
• Have shown fraudulent leads as determined by our clients.
• Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

4. Payment.

You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to You on the basis of NET 30 EOM. All accounts will be paid in pound sterling (£GBP). No wire transfer will be issued for any amounts less than £25. You must provide a unique, valid national insurance number. All payments are based on actual figures as defined, accounted and audited by the Company.

The Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to the Company and payments made to You shall be based on the Events and corresponding Bounties as reported by the Company. The Company will not be responsible for compensating 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 three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. The Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. The Company also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to: fraudulent, inaccurate or expired contact information, and fraudulent lead data or transactions.

Termination notice may be provided via email and will be effective immediately. All legitimate money owed to the Affiliate will be paid during the next billing cycle. If the Affiliate defrauds the system, then payment is revoked as determined solely by the Company.

The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully realised.

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 or promotes, libellous, 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, chatrooms, bulletin boards or any other places without the express written approval of the 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 by the Company.
• You agree not to promote via websites, 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 activity whatsoever deemed as illegal under UK law.
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree not to use deceit when marketing Advertisers’ 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 the Company that allows the Company to measure ad performance and provide its service ('Site Data').
• If instructed to do so by the Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data.
• You acknowledge that the 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 materials exactly as they appear on the Program and will not alter any materials that have been submitted to the Site.
• If You are notified that fraudulent activities may be occurring on Your Media, and You do not take any action to stop them, then You are responsible for all associated costs and legal fees resulting from these fraudulent activities.
• If any errors or undesirable results occur due to no fault of the Company, the Company shall not be responsible for losses and You may not be compensated.

7. Customer Information; Non-Disclosure.

All information submitted by end-user customers pursuant to a Program is proprietary to and owned by the Company or its Affiliates. Such customer information is confidential and may not be disclosed by the Company. In addition, You acknowledge that all non-public information, data and reports received from the Company hereunder or as part of the services hereunder is proprietary to and owned by the Company. All proprietary information is protected by copyright, trademark and other intellectual property law. 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.

8. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY CREATIVE MATERIALS ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO: BROKEN IMAGES; SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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, THE 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 THE COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY THE COMPANY IS ACCURATE, COMPLETE OR CURRENT.

9. Indemnity.

You shall indemnify, defend and hold the Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. The Company shall indemnify, defend and hold You harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the Company’s creative materials provided in connection with operating a Program.

10. Assignment and Jurisdiction.

The Company may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of the Company, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the United Kingdom. You expressly consent to the exclusive venue and personal jurisdiction of the courts located in the United Kingdom 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 affect 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, labour conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

13. Attorneys' Fees.

The Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceedings arising out of this Agreement.

14. 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 shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.

The Company reserves the right to change any conditions of this contract at any time, with or without notice.

15. IMPORTANT NOTICE: The Privacy and Electronic Communications (EC Directive) Regulations 2003

Affiliates must comply with the Privacy and Electronic Communications (EC Directive) Regulations which regulate the form (what information must be included and the required format) commercial emails must take. Specifically, the Privacy and Electronic Communications (EC Directive) Regulations Act requires that all commercial emails contain the following:

• Clear and conspicuous identification that the message is an advertisement or solicitation, if the email is unsolicited.
• Clear and conspicuous notice of the opportunity to opt-out
• A truthful subject line.
• A functioning mechanism to opt-out.
• A valid postal address for the sender.
• Labeling of unsolicited sexually explicit material.

Copyright:

The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You of any such matters or any part of the Site, except as allowed under 'Limited Right to Use' above, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting by Burstabit Media of information or materials on the Site does not constitute a waiver of any right to such information and materials.

Copyright and Service Mark Information:

All trademarks are the property of their respective owners.

Terms and Conditions

You agree to the terms and conditions outlined in this Terms of Use Agreement ('the Agreement') with respect to this website (the 'Site'). This Agreement constitutes the entire and only agreement between us and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content and computer programs provided by or through the Site, and the subject matter of this Agreement. The Agreement may be amended at any time by us without specific notice to You. The latest version of the Agreement will be posted on the Site, and You should review this Agreement prior to each use of the Site.

The following terms and conditions (this 'Agreement') is a legal agreement between us, Proprep UK Ltd ('the Company') and You ('You' or 'Your'), the user of the website (the 'Site'). You and the 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 in future by the Company only in accordance with this Agreement. The Company reserves the right to make changes to the Site and to 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 the Company to post offers of advertising programs sponsored by the Company or its Affiliates on the system ('Program(s)'). The Programs will specify the amount and terms under which You will receive payment ('Bounty') when the Programs' requirements are fulfilled. Bounties 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 creative materials on Your media properties, such as Your website, affiliated websites or email distribution lists ('Media'), in accordance with the terms of the accepted Program. The Company may change a Program at any time unless otherwise specified to You with reasonable notice. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. The Company is responsible for displaying and administering all active Programs and tracking the payments owed. The Company shall compile, calculate and electronically deliver the data required to determine Your billing and compensation. The Company's figures and calculations shall be final and binding. Any questions regarding the data provided by the Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.

2. License.

All websites, newsletters, companies, or individuals need official approval from the 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. The Company reserves the right to withhold or refuse approval for any reason whatsoever.

• In order to be eligible to become a Company Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:
  • Must be content-based, not simply a list of links or advertisements, nor centred around making money off of our Advertisers.
  • Must be written in English and contain only English language content.
  • Must have a top-level domain name.
  • Must not offer incentives to users to click on ads. Incentives include but are not limited to: awarding them cash, points, prizes, contest entries, etc.
  • Must be fully functional at all levels; no 'under construction' sites or sections.
  • Must not have spawning process pop-ups and/or exit pop-ups.
• The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal intellectual property or copyrights including but not limited to:
  • Racial, ethnic, political, hate-mongering or otherwise objectionable content.
  • Investment, money-making opportunities or advice not permitted under law.
  • Gratuitous violence or profanity.
  • Material that defames, abuses, or threatens physical harm to others.
  • Promotion of illegal substances or activities such as illegal online gambling, assembly of weapons, counterfeiting money, etc.
  • Software Pirating (e.g. Warez, Hotline).
  • Hacking or Phreaking.
  • Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic.
  • Any illegal activity whatsoever.

The 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 the Company. Site integration tags must NOT be altered. Altering tags may jeopardise Your ability to be paid for Events.

3. Fraud.

The 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 the Company, such as pre-population of forms or mechanisms not approved by the Company), You will forfeit Your entire commission for all programs and Your account will be terminated. The Company reserves sole judgment in determining fraud, and You agree to this clause. It is the OBLIGATION of the Affiliate to prove to the Company that they are NOT committing fraud. The Company will hold Your payment in 'Pending Status' until You have provided satisfactory evidence that You are not defrauding the system. We flag accounts that:

• Have click-through rates that are much higher than industry averages and where solid justification is not evident.
• Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.
• Have shown fraudulent leads as determined by our clients.
• Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

4. Payment.

You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to You on the basis of NET 30 EOM. All accounts will be paid in pound sterling (£GBP). No wire transfer will be issued for any amounts less than £25. You must provide a unique, valid national insurance number. All payments are based on actual figures as defined, accounted and audited by the Company.

The Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to the Company and payments made to You shall be based on the Events and corresponding Bounties as reported by the Company. The Company will not be responsible for compensating 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 three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. The Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. The Company also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to: fraudulent, inaccurate or expired contact information, and fraudulent lead data or transactions.

Termination notice may be provided via email and will be effective immediately. All legitimate money owed to the Affiliate will be paid during the next billing cycle. If the Affiliate defrauds the system, then payment is revoked as determined solely by the Company.

The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully realised.

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 or promotes, libellous, 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, chatrooms, bulletin boards or any other places without the express written approval of the 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 by the Company.
• You agree not to promote via websites, 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 activity whatsoever deemed as illegal under UK law.
• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; You agree not to use deceit when marketing Advertisers’ 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 the Company that allows the Company to measure ad performance and provide its service ('Site Data').
• If instructed to do so by the Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data.
• You acknowledge that the 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 materials exactly as they appear on the Program and will not alter any materials that have been submitted to the Site.
• If You are notified that fraudulent activities may be occurring on Your Media, and You do not take any action to stop them, then You are responsible for all associated costs and legal fees resulting from these fraudulent activities.
• If any errors or undesirable results occur due to no fault of the Company, the Company shall not be responsible for losses and You may not be compensated.

7. Customer Information; Non-Disclosure.

All information submitted by end-user customers pursuant to a Program is proprietary to and owned by the Company or its Affiliates. Such customer information is confidential and may not be disclosed by the Company. In addition, You acknowledge that all non-public information, data and reports received from the Company hereunder or as part of the services hereunder is proprietary to and owned by the Company. All proprietary information is protected by copyright, trademark and other intellectual property law. 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.

8. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY CREATIVE MATERIALS ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO: BROKEN IMAGES; SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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, THE 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 THE COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY THE COMPANY IS ACCURATE, COMPLETE OR CURRENT.

9. Indemnity.

You shall indemnify, defend and hold the Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. The Company shall indemnify, defend and hold You harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the Company’s creative materials provided in connection with operating a Program.

10. Assignment and Jurisdiction.

The Company may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of the Company, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the United Kingdom. You expressly consent to the exclusive venue and personal jurisdiction of the courts located in the United Kingdom 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 affect 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, labour conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

13. Attorneys' Fees.

The Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceedings arising out of this Agreement.

14. 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 shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.

The Company reserves the right to change any conditions of this contract at any time, with or without notice.

15. IMPORTANT NOTICE: The Privacy and Electronic Communications (EC Directive) Regulations 2003

Affiliates must comply with the Privacy and Electronic Communications (EC Directive) Regulations which regulate the form (what information must be included and the required format) commercial emails must take. Specifically, the Privacy and Electronic Communications (EC Directive) Regulations Act requires that all commercial emails contain the following:

• Clear and conspicuous identification that the message is an advertisement or solicitation, if the email is unsolicited.
• Clear and conspicuous notice of the opportunity to opt-out
• A truthful subject line.
• A functioning mechanism to opt-out.
• A valid postal address for the sender.
• Labeling of unsolicited sexually explicit material.

Copyright:

The content, organisation, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by You of any such matters or any part of the Site, except as allowed under 'Limited Right to Use' above, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting by Burstabit Media of information or materials on the Site does not constitute a waiver of any right to such information and materials.

Copyright and Service Mark Information:

All trademarks are the property of their respective owners.