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PARTNER AGREEMENT
This Agreement, General Terms and Conditions (the "Agreement") is entered into by and between LookQuick Interactive, Inc., a New York corporation located at 2058 Ryer Avenue, Bronx NY 10457 ("LookQuick") and the prospective partner (the "Partner") that has submitted its application to participate in LookQuick's program. The parties agree as follows:
DEFINITIONS
Partner Program: LookQuick is a pay-per-click Content Channel search engine that offers a ("Partner") Program which was designed to add significant value and a new revenue stream to qualified Web Sites to direct searches to LookQuick and receive portion of the click-through revenue generated by an authentic, user-initiated search and clicking on a bidded advertiser listings (the "Partner")
Partner: For the purpose of this Agreement and any offer made which is subject to these Terms and Conditions, the "Partner" shall be defined as the party offering or desiring to offer LookQuick search services on its Live Sales site.
A "Partner Registration Request" shall be defined as the completed LookQuick application form sent either electronically or by mail or courier to LookQuick, indicating that an organization or individual wants to become a LookQuick Partner.
An "Implementation Acceptance Notification" shall be defined as an electronic or postal notification from LookQuick that the implementation on the Partner's site has been accepted and traffic is being recorded successfully.
A "Listing" shall be defined as the textual description, title and Partner Web Site address prepared by a Partner under the LookQuick Program, which is designed to promote visits to a Partner's Web Site.
A "Click-Through" shall be defined as the event which occurs when an internet user activates a link which causes the user to be delivered to the Web Site submitted with the Listing.
Term: The term of this Agreement (the "Term") will begin on the date upon which the Partner agrees to be unconditionally bound by the terms and conditions contained herein and LookQuick accepts Partner into the Program. This agreement will remain in full force unless terminated by either party, which termination shall be at each party's discretion.
BASIS OF THE AGREEMENT
The 'Partner' shall offer LookQuick search services in accordance with these Terms and Conditions, which shall govern the Contract to the exclusion of any other Terms and Conditions specified by the Partner.
Upon receiving acceptance of the Partner's Registration Request, LookQuick shall grant the Partner a non-exclusive, royalty-free license for the term of this Agreement to display, transmit and promote LookQuick search boxes, graphics, HTML, integration source code and search results on the site nominated by the Partner and in the format agreed between LookQuick and the Partner in connection with the promotion of search services on the Partner's nominated site(s). No further alteration to this code, search result format or devices shall be made except as allowed in the LookQuick Partner Member area without the written permission of LookQuick. The Partner acknowledges that all rights, title and interests in the LookQuick trademarks, devices and source code granted under license to the Partner remain under the ownership of LookQuick.
IMPLEMENTATION OF THIS AGREEMENT
The LookQuick Search Materials must be integrated into the Partner Web site in a reasonable manner in a regularly viewed Web page, and may not be the only item on a particular Web page. LookQuick must approve the Search Materials and the placement of the Search Materials on the Partner's Web site(s), prior to implementation of this agreement.
Partner hereby agrees to these ("Terms"). That all search directed to LookQuick website from Partner's Web site(s) must concur from this Web site(s) and must be authentic, user-initiated search. To that end, Partner hereby agrees to the following requirements, without limitation:
- not to modify its implementation in any way without the prior approval of LookQuick.com.
- not to utilize any hitbots, multiple clicking scripts, zeroframes, iframes, IRC cheats or any other means of artificially generating searches or clicks on the LookQuick.com platform.
- to place the words "Search the Web" or similar language at or near their search boxes and/or directory links.
- not to place any false or misleading graphics or text in proximity to their search boxes that may mislead the searcher.
- to send LookQuick.com the exact query entered by the user and not to modify, delete terms, add terms, redirect or otherwise manipulate in any way the search queries entered by users.
- not to utilize e-mail, ICQ or newsgroup Spam to generate searches or clicks.
- not to compensate, credit or otherwise incentivize its users for searching on LookQuick.com's service or clicking on listings provided by LookQuick.com.
- not to automatically cause the downloading of any search functionality (on its own or as part of a larger download) on users' computers without the users' express permission in connection with such search utility. For such download implementations, Partner must have the advance approval of LookQuick, which LookQuick may withhold at its exclusive discretion.
- that the use of any directory links (ie. "Travel," "Gifts") and the pre-population of search boxes that trigger a search result page must be directly relevant to the 's Web site offering and must be approved, in advance, by LookQuick.
DEFINITION OF FRAUDULENT ACTIVITIES
LookQuick Partner Linking Methods shall not appear nor will LookQuick pay for search traffic coming form any Web site that:
- Displays or promotes child pornography, or the abuse of children, women or animals, or linking to such sites;
- Entices or promotes hate or intolerance against any particular race, nationality, religion or lifestyle, or linking to such sites;
- Entices or promotes violence, criminal activity, online gambling, or linking to such sites;
- Distributes or promotes any software cheats, or similar material, or linking to such sites;
- Distributes or promotes any viruses, Trojan horses, worms, or similar material, or linking to such sites;
- Distributes unlicensed material or material infringing on the copyright, trademark or other intellectual property rights of any third party, or linking to such sites, are not permitted to list on this engine
- Distributes any material which is libelous, or linking to such sites
DEFINITION OF ACTIVITIES CONTRARY TO THE SPIRIT OF THE PROGRAM
Activities contrary to the sprit of the program may include (but are not limited to) any artificial means used for incentivising of visitors to send traffic to the LookQuick website or to click on any advertisers links. This includes, (but is not limited to): the use of software or 'bots' to artificially generate clicks or redirects; the use of scripting code (java, javascript, cgis, etc.) to force or redirect visitors to the LookQuick site or links; paying visitors or inciting visitors to visit certain monetized links; the use of frames; and the use of PopUps or similar devices not generated by LookQuick.
CONSEQUENCES OF PROHIBITED ACTIVITIES
Any Partner found delivering any of the traffic described in the two preceding sections, or any Partner refusing to abide by the terms listed under "Implementation" (above), will be terminated immediately and will forfeit all funds generated. This Agreement shall be rendered null and void. If funds based on invalid traffic have already been paid, Partner will be required to return funds. LookQuick will use legal means to prosecute Partner in connection with prohibited activities.
PAYMENT
Any revenue share or payment under this Program shall commence when LookQuick sends to the Partner an Implementation Acceptance Notification.
LookQuick will assign a Partner Number when Partner's registration request is accepted. For the purpose of the Program, the number of Click Throughs attributed to the Partner shall be exclusively calculated from schedules derived from the advertiser log files created within the LookQuick Web Site which contain this assigned Partner Number.
LookQuick will make payment to the Partner on the basis agreed between the parties. LookQuick will transmit to Partner a commission notification on a monthly basis showing commission to be invoiced for the previous month. Payment will be made by LookQuick within 30 - 45 days of the receipt of an invoice. If however, the amount due is less than $25, the balance will be carried forward to the following month (and if necessary subsequent months) until the amount due exceeds $25.
The Partner's revenue percentage will be applied directly to the revenue attributable to the assigned Partner number. All payments shall be made in U.S. dollars.
METHOD OF CALCULATING PAYMENT
Determination of Valid Click-Throughs and Payment
LookQuick.com shall pay percentage of the actual click-through revenue derived from all click-throughs on bidded advertiser links initiated from Partner site(s) using the Search Materials.
LookQuick shall not pay Partner for any click-throughs that are determined, at LookQuick/s exclusive discretion, to be fraudulent or to be generated in a manner that is prohibited under the terms of this Agreement (see above).
LookQuick shall not pay for any click-throughs that LookQuick may deem to be reasonably unlikely to result in an opportunity for the advertiser to acquire a sales lead. LookQuick qualifies all click-throughs, using a series of proprietary real-time and post-processing analysis methods. LookQuick will not reveal the algorithms and variables that are used in factoring but will advise of any decision to reduce the number of valid, counted click-throughs by 15% or more of the total search volume generated by the Partner in any given month.
LookQuick shall track the number of click-throughs and shall pay based on those statistics, subject to the adjustments described above. Payments shall be made to the Partner at the address above, within 30 - 40 days of the close of each month. Note that payment may be delayed for up to an additional 30 days if non-compliance with the terms and conditions contained herein is suspected by LookQuick or and if participation in the Program is terminated by the .
LookQuick.com shall make reports available online through a password-protected interface. Reports are real time and are available to Partner on a 24-hour basis. Online reports are subject to adjustment on a monthly basis; the actual amount paid to Partner may be more or less than the amount reflected on the reports as a consequence of LookQuick's monthly audit and adjustment process.
RIGHT TO WITHHOLD PAYMENT AND TERMINATE THE AGREEMENT
The Partner retains the right to terminate this Agreement at any time without reason.
LookQuick at its absolute discretion retains the right to withhold all or part of commission payments when there is reason to believe that Partner is in violation of LookQuick guidelines and terms of the implementation agreement. (see above).
MODIFICATION OF THIS AGREEMENT
LookQuick reserves the right, without liability, to modify these Terms and Conditions by posting the changes in the Partner area on the LookQuick website. If you do not accept any such changes to the Terms and Conditions, you should cease to offer LookQuick search services immediately.
REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that:
- it is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out its provisions;
- it is duly authorized to execute and deliver this Agreement and to perform its obligations.
SECURITY AND CONTACT DETAILS
The Partner undertakes to ensure that any User Name and Password which shall be allocated by LookQuick shall be kept secure and confidential by the Partner and shall not be disclosed to or used by any third party.
Contact details provided at the time of registration are accessible via the Partner Login and should be maintained by the Partner. Any payment or notification under this Program shall be made on the basis of those details.
LOOKQUICK'S LIABILITIES
LookQuick shall not be liable to the Partner by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of LookQuick, its employees or agents or otherwise which arise out of or in connection with the supply of Search Services or their use or resale by the Partner, except as expressly provided in these Terms and Conditions.
ACCEPTANCE AND EXECUTION OF THIS AGREEMENT.
BY CLICKING ON Submit Application AND BY SUPPLYING LOOKQUICK WITH ALL THE REQUIRED INFORMATION TO OPEN A Partner ACCOUNT, THE Partner ACKNOWLEDGES THAT THE Partner UNCONDITIONALLY AGREES TO ALL OF THE TERMS, CONDITIONS, PROMISES, WARRANTIES, DUTIES AND OBLIGATIONS SET FORTH IN THE ABOVE AGREEMENT.
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