Advertiser Terms and Conditions
I, (YOU)_____________________________, of Company___________________________, at Street Address__________________________, in the City of____________, in the State of______, with Zip Code ________, enter into this Pulsar Marketing Inc AGREEMENT on the _____ day of _____________, in the year of ___________ with Pulsar Marketing Inc of 16033 N Big Hill Road, Gulfport, MS 39503, for the purpose of utilizing Pulsar Marketing's Affiliate Marketing Network. I further avow I am an authorized representative of the Company name ______________________________ and that I am duly authorized to enter into this AGREEMENT. AGREEMENT This Pulsar Marketing Inc Agreement (hereinafter the "Agreement") is made by and agreed to between YOU ("YOU") and Pulsar Marketing Inc ("PulsarMarketing.Com"). As an application service provider, PulsarMarketing.Com facilitates "Online Marketing" through provision of services ("Network Service") via the Internet. An "Online Marketing" Program (or "Programs") is where a person, entity, Affiliate or its agent operating one or more "web site(s)" (domain or portion of a domain within the Internet) and/or subscription e-mail list(s) ("Affiliate") may earn financial compensation ("Payouts") for "Transactions" (clicks, impressions, sales and/or "Leads") made from such Affiliate's web site or subscription e-mails through a click made by a "Visitor" (generally any person or entity that is not the Affiliate or the Affiliate's agent) on an Internet connection ("Link") to a web site or web site content operated by another person or entity ("ADVERTISER"). The ADVERTISER compensates the Affiliate, in accordance with this Agreement and the Program specifications. 1 Relationship. In the context of YOUR Program, YOU are referred to herein as a ADVERTISER. YOU understand and agree that our Marketing program is only for Online Marketing. YOU also agree not to: (a) mislead others; (b) operate or utilize a web site or e-mail Link to web sites that contain or promote any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or warez, or the offer any illegal good or service, or Link to a web site(s) that does so; (c) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; and/or (d) engage in any illegal activity of any type, including but not limited to displaying illegal content on YOUR web site or offering any illegal good or service through YOUR web Site. If YOU engage in any of the foregoing, YOU shall be subject to termination and/or deactivation as set forth in Section 6.2 and referral by PulsarMarketing.Com to the appropriate law enforcement agencies. PulsarMarketing.Com may not review all content on YOUR Web site. YOU shall remain solely responsible for YOUR Web site content. PulsarMarketing.Com is under no circumstances responsible for the practices of any Affiliate or ADVERTISER or such Affiliate or ADVERTISER's Web site(s), and/or the content of Affiliates' subscription e-mails and/or the content that a ADVERTISER makes available through the Network Service. 2.1 YOUR Affiliates. Upon YOUR "Live Activation Date" (as defined in Section 6.1), Affiliates may apply to YOUR Program for the opportunity to earn Payouts if results are produced through promoting YOUR "Campaigns" (pay-per-Transaction promotions). Upon approval by YOU for acceptance to YOUR Program, such an Affiliate ("YOUR Affiliate") may post Links on the Affiliate's Web Site, Email List or Paid Search Placement to YOUR Web site or Web site content that YOU provide to the Network Service in accordance with this Agreement. 2.2 Affiliates Use of Links. Each of YOUR Affiliates may place or remove Links from its Web sites, Search Engines, and/or subscription e-mail messages to YOUR Web site at such Affiliate's discretion. YOUR Affiliates may not place Links to YOUR Web site in unsolicited e-mail and other types of spam. YOUR Affiliates must place Links to YOUR Web site such that it is unlikely that they will mislead the Visitor, and such that it is reasonably likely that they will deliver bona fide Transactions by the Visitor to YOU from the Link. YOUR Affiliates shall not cause or enable any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, or robot. YOUR Affiliates shall not establish or cause to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties ("Sub-Affiliates") to place Links to YOUR Web site or Web site content on the Sub-Affiliate's Web site or in its e-mails, unless permitted by YOUR Program or such Affiliate receives YOUR prior permission. The details of YOUR Program and any Campaigns shall be contained within YOUR "Details" that WE host in our Affiliate Management Login. YOU must provide PulsarMarketing.Com with a copy of YOUR Details content prior to activating YOUR Program through the Network Service for PulsarMarketing.Com's review for consistency with this Agreement and the Affiliate Service Agreement. If YOU wish to revise YOUR Details, YOU must submit a copy of the revised Details to PulsarMarketing.Com for review for consistency with this Agreement and the Affiliate Service Agreement, and provide YOUR Affiliates and PulsarMarketing.Com with at least 7 business days written notice of the revised Details which would then enter into effect upon the later of the 8th business day or date specified in the notice. Through YOUR Details YOU may prohibit YOUR Affiliates from receiving compensation for a Payout attributable to Transactions made directly by such Affiliate or its agent using its own Links. YOU may permit Affiliates to serve YOUR ad content and/or modify YOUR Links (including but not limited to the images contained therein). For "Lead" Campaigns, the ADVERTISER is compensating an Affiliate when a Visitor has completed an action that is defined by the ADVERTISER, such as completing a form or other mechanism to identify potential customers. YOU shall establish Lead parameters on YOUR Details, including any disqualifying Leads or Lead form content (such as multiple Lead submissions), and the components included within an individual sale Transaction that result in a Payout. Notwithstanding the preceding, nothing contained on YOUR Details may conflict with the terms and conditions contained in this Agreement and the Affiliate Service Agreement and any such conflicting terms and conditions shall be void. PulsarMarketing.Com shall not be obligated to enforce or honor any such conflicting terms and conditions. 2.3 Terminating Affiliates from YOUR Program/Campaign. After YOU have approved an Affiliate's application to YOUR Program, YOU may terminate that Affiliate, one of its Sub-Affiliates, or one of that Affiliate's (or Sub-Affiliate's) Web sites or subscription e-mail lists from YOUR Program or a Campaign upon 7 business days written notice with effect from the 8th business day from such notice ("Affiliate Termination for Convenience"). YOU may terminate an Affiliate with less than 7 business days written notice if YOU are terminating the Affiliate/Sub-Affiliate upon notification for any of the following material breaches ("Affiliate Termination for Material Breach"): (a) operation of an illegal business through its Web site and/or subscription e-mail list; (b) engaging in any illegal activity of any type, including but not limited to displaying illegal content on its Web Site and/or in its subscription e-mails or offering any illegal good or service through its Web Site and/or subscription e-mails; (c) operation of a Web site or e-mail Link to Web sites that contain or promote, any of the following content: misleading, abusive, violent, bigoted, hate-oriented; (d) engaging in indiscriminate or unsolicited commercial advertising e-mails; (e) placing Links to YOUR Web site in newsgroups, message boards, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources; (f) causing or enabling any Transactions to be made that are not in good faith, including, but not limited to, by means of any device, program, robot, Iframes, hidden frames, JavaScript popup windows and redirects; (g) establishing or causing to be established any promotion that provides any rewards, points or compensation for Transactions, or that allows third parties to place Links to a YOUR Web site or Web site content on such party's Web site or in its e-mails, without YOUR prior written permission; (h) breach of the licensing provisions of its Affiliate Service Agreement; (i) breach of any other intellectual property right provision of the Affiliate Service Agreement or other of YOUR common law intellectual property rights; and/or (j) diluting, blurring or tarnishing the value of YOUR trademarks, trade names, and/or service marks. In order to terminate an Affiliate from YOUR Program, YOU must utilize the automated function through the Network Service for Affiliate Termination for Convenience. For Affiliate Termination for Material Breach, YOU must Use the "Manage Affiliates" tab within the ADVERTISER Account Manager user interface on the Network Service, select the specific "Affiliate Company" to view the Affiliate Detail Page, scroll-down to bottom of the page and use the hyperlink to contact a PulsarMarketing.Com ADVERTISER service representative. PulsarMarketing.Com shall process termination requests received during normal business hours within 24 hours and those received out of normal business operating hours shall be processed within 24 hours of the next business day (excluding holidays, see Section 3.2(vii) below regarding operating hours). Requests made pursuant to the preceding shall be processed in accordance with the procedures noted above for Affiliate Termination for Material Breach. PulsarMarketing.Com may terminate an Affiliate from a ADVERTISER's Program or Campaign in PulsarMarketing.Com's sole discretion. 3.1 Network Service Fees. In consideration for payment of the fees due hereunder (see table below) and compliance with this Agreement, PulsarMarketing.Com shall provide YOU with access to the Network Service and the services listed in Section 3.2. (YOU must establish more than one Account per Program (e.g. per Web site that YOU operate). SERVICE FEE Network Access Fee WE do not charge a network access fee. Activation Minimum Balance For select ADVERTISERS, this fee may be waived. If WE require an Activation Minimum Balance, typically this fee is $1,500.00 Minimum Balance Amount For select ADVERTISERS this fee may be waived. If WE require a Minimum Balance Amount, typically this amount is $500.00. This is to ensure a ADVERTISER's account has sufficient funds to cover any surge of transactions. Transaction Fees Transaction Fees are due for the services provided by PulsarMarketing.Com under this Agreement. Pulsary Marketing requires ADVERTISER's to remit a transaction fee higher than the ADVERTISER awards through any other marketing medium. This is to ensure that our marketing partners and their associated agents/affiliates receive a rate higher than by marketing the ADVERTISER through mediums other than Pulsar Marketing. Typically, Pulsar Marketing retains 10% of the fee YOU elect to pay per action, whether per-click, per-lead, per-sale, or per sale percentage, with a minimum Transaction Fee of five cents for per-click programs, and a minimum Transaction Fee of $1.00 for per-lead, per-sale and per-sale percentage programs. Transaction fees are deducted from YOUR account balance as YOU approve awarding each lead or sale. Minimum Monthly Fees No monthly minimum fees. Initial Telephone Support 1 hour of technical integration/set-up phone support free (pro-rata at US$20 thereafter). Our system is easy to setup and can generally be performed within twenty minutes. Penalty Fees For each occurence in which YOU reject; whether erroneously or with knowledge, a valid Transaction which should have resulted in a Transaction Fee, YOU agree to remit a Penalty Fee of five times YOUR agreed transaction fee rate, per occurence. This Penalty Fee is required to ensure the ADVERTISER carefully reviews each Transaction prior to rejecting and to ensure ADVERTISER integrity. 3.2 PulsarMarketing.Com Services. The code provided by PulsarMarketing.Com that YOU are required to integrate into and maintain within YOUR form submission web site page(s) enables the tracking of critical information regarding Sales and Leads that result directly from Links placed by YOUR Affiliates through the Network Service. Failure to maintain the code on the appropriate page(s) may result in immediate termination of YOUR account and forefeiture of any and all account balances. YOU and YOUR Affiliates shall be able to produce informational reports through the Network Service concerning sales and Leads debited to YOUR Account. In addition to tracking services and reporting capability, PulsarMarketing.Com shall provide to YOU the following support services: a single, initial promotion of YOUR Program in the first PulsarMarketing.com Affiliate Newsletter that is published following YOUR Live Activation Date; placement of YOUR Program in the Network Service Program Directory; up to 1 hour of technical integration and set-up telephone support (one time only, not on a per month basis); payment of Payouts to YOUR Affiliates using YOUR deposit funds; tax form processing and mailing to YOUR Affiliates (Form 1099 or similar); access for both YOU and YOUR Affiliates to on-line support service from PulsarMarketing.Com's email, and phone support is provided during the normal business operating hours of 9am-5pm, CST, excluding national and PulsarMarketing.Com recognized holidays. 3.3 Ad Serving; Tracking Code Maintenance. In order for PulsarMarketing.Com to record the tracking of Visitors' Transactions resulting from clicks on Links to YOUR Web site and/or Web site content, the appropriate network software files or a tracking tags must be included in and maintained on YOUR web site Order/Success page(s). Failure to maintain these scripts and/or codes on the appropriate page(s) may result in immediate termination of YOUR account and forefeiture of any and all account balances. YOUR Links and all advertisements ("Ad Content") contained in YOUR Links must be in a Network Service compatible format, as such format may be established by PulsarMarketing.Com from time to time. YOU, YOUR Affiliates or an agent of YOURs may serve standard Ad Content. If YOU have any non-standard Ad Content or format, these must be served by YOU. YOU are required to provide PulsarMarketing.Com with accurate, verifiable reporting on the number and amount of Visitor Transactions, or PulsarMarketing.Com shall determine (where possible) actual Payouts that should be credited to YOUR Affiliates Account, and alternatively apply an estimated amount of Payouts (as follows), during any non-functioning period of YOUR Website and/or Links and/or the Tracking Code, where: (a) YOU or YOUR agent serve YOUR Ad Content, and/or (b) due to YOUR negligent or intentional act or omission during such non-functioning period. If under the preceding circumstances YOU are unable or YOU fail to provide PulsarMarketing.Com with the Transaction information, PulsarMarketing.Com shall calculate Payouts, and debit YOUR Account for such Payouts ("Estimated Payouts") based upon YOUR average "Earnings Per One Hundred Clicks" ("EPC") plus 15%. "EPC" is calculated by taking the total aggregate Payouts of YOUR Affiliates during the most recent 30 consecutive day period ("30 Day Period") divided by the number of Clicks generated on Links to YOUR Web site through the Network Service divided by 100, and then an additional 15% of such EPC added to the EPC per Estimated Payout. If there is not enough data for a 30 Day Period, PulsarMarketing.Com shall calculate Estimated Payouts, and debit YOUR Account for Estimated Payouts based upon an average EPC plus 15%, across the Network Service for all ADVERTISERs for the previous calendar month. PulsarMarketing.com may deactivate YOUR Account for failure by YOU to remedy within one business day of email notification by PulsarMarketing.Com the improper functioning of Links to YOUR Web site and/or Web site content, due to Ad Content serving problems where serving is the responsibility of YOU or YOUR agent or Tracking Code problems attributable to YOU or YOUR agent. PulsarMarketing.Com may terminate this Agreement if YOUR Account is not reinstated due to YOUR refusal or inability to cure; within 24 hours, the improper functioning of Links to YOUR Web site and/or Web site content. 3.4 Payouts/Payout Rates. YOU shall establish through the Network Service a Payout rate for a qualifying Transaction for each of YOUR Campaigns. YOUR Account will be debited with each Payout and corresponding Transaction Fee in accordance with YOUR Campaign Payout rate for the relevant Campaign for each such Visitor action directly resulting from each of YOUR Affiliate's Web sites or within a subscription e-mail Linking to YOUR Web site. Pulsary Marketing requires ADVERTISER's to remit a transaction fee higher than the ADVERTISER awards through any other marketing medium. This is to ensure that our marketing partners and their associated agents/affiliates receive a rate higher than by marketing the ADVERTISER through mediums other than Pulsar Marketing. YOU may discontinue Campaigns or Programs, or decrease any Payout rate upon 7 business days written notice with effect from the 8th business day from such notice. PulsarMarketing.Com will send YOUR Affiliates a notice regarding each change in YOUR Payout rate(s) or Campaign or Program discontinuation. 3.5 Payment. Whenever YOUR Account balance is less than the Minimum Balance Amount, YOU must immediately remit a payment to PulsarMarketing.Com in an amount at least equal to any negative balance and an amount sufficient to restore YOUR Minimum Balance Amount. YOUR positive Account balance shall be applied towards Transaction Fees in the first instance and payment on YOUR behalf by PulsarMarketing.Com to YOUR Affiliates of Payouts. PulsarMarketing.Com is under no obligation to make payment to YOUR Affiliates of Payouts where there are insufficient funds in YOUR Account at the time that payment to all of YOUR Affiliates is due. YOUR Affiliates shall have a claim against YOU directly for non-payment of earned but unpaid Payouts that are unpaid because YOU have failed to make payment to PulsarMarketing.Com. YOU may make payments hereunder via check. YOUR Account will not reflect payment until the check has cleared and cash has been transferred to PulsarMarketing.Com's bank account. YOUR Account will not accrue interest. If YOUR Account has a negative balance, YOUR Account is subject to 1.5% interest per month, compounded monthly, and/or immediate suspension of YOUR account until YOU re-establish YOUR minimum account balance. YOUR Account may be deactivated without notice for non-payment. The number or amount of Transactions and clicks, credits for Payouts, and the charges for "Chargebacks" (as defined in Section 3.6), as calculated by PulsarMarketing.Com shall be final and binding on YOU. Payment currency. All payments shall be made in US Dollars. YOUR Account balance shall appear in US Dollars. Any questions (including disputes) regarding Payouts and/or payment should be directed to PulsarMarketing.Com ADVERTISER services. ADVERTISER services shall work with internal resources, such as finance, legal, and senior management, as necessary to answer YOUR questions. 3.6 Chargebacks. YOU may request PulsarMarketing.Com, or PulsarMarketing.Com may on its own initiative, credit YOUR Account with an amount equal to a Payout previously credited to one or more of YOUR Affiliates' Accounts in circumstances of a: product return; duplicate entry or other clear error; non-bona fide Transaction where there is no Affiliate failure to comply with the Affiliate Service Agreement or this Agreement; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the Visitor by YOU ("Chargeback"). Chargebacks may be requested by YOU in accordance with the preceding sentence up to and including the 7th calendar day in which the Payout was earned ("Chargeback Period"). A Chargeback requested by YOU will be applied if, and only if, the request is made timely, PulsarMarketing.Com is able to verify that the Payout qualifies as a Chargeback and PulsarMarketing.Com is able to debit such amount from the relevant Affiliate's Account. PulsarMarketing.Com may apply at any time Chargebacks for non-bona fide Transactions in circumstances of Affiliate or Sub-Affiliate failure to comply with the Affiliate Service Agreement or this Agreement. 4.1 Proprietary Rights and Licenses. YOU grant to PulsarMarketing.Com a revocable, non-transferable, royalty free, international license to display on and distribute from PulsarMarketing.Com's Web site Links to YOUR Web site for YOUR Program(s), and all trademarks, service marks, tradenames, and/or copyrighted material ("Content") that YOU provide to PulsarMarketing.Com through the Network Service for the limited purposes of promoting YOUR Program to Affiliates and potential Affiliates, subject to the terms and conditions of this Agreement and the Affiliate's Affiliate Service Agreement. The rights to display and Link to YOUR Web site are sub-licensable by PulsarMarketing.Com to YOUR Affiliates and their sub-affiliates. PulsarMarketing.Com and the sub-licensees shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or Content that YOU have made available through the Network Service pursuant to the foregoing license, except, with respect to PulsarMarketing.Com, as necessary to conform YOUR Links to a PulsarMarketing.Com compatible format. PulsarMarketing.Com and the sub-licensees may not remove or alter any copyright or trademark notices. If a Affiliate's sublicense is sub-licensable, such Affiliate's sub-licensee is subject to the preceding conditions. PulsarMarketing.Com grants to YOU a revocable, non-transferable, royalty free, international sub-license to display on YOUR Web site YOUR Affiliates' Content that is provided to YOU through the Network Service, subject to the terms and conditions of this Agreement and each of YOUR Affiliate's Affiliate Service Agreement. YOU may not distribute and/or sublicense any of YOUR Affiliates Content unless authorized by each Affiliate's written permission. YOU shall not copy nor modify, in any way, any Content made available to YOU pursuant to the foregoing license, nor remove or alter any copyright or trademark notices. YOU agree that YOUR Use of any PulsarMarketing.Com Web site, and YOUR Use of any PulsarMarketing.Com logos, trademarks or Links is subject to the license and terms of Use that are available from such Web site ("Terms of Use"). Each party may make statements that it is doing business with the other and Use the other's logo with such statements. 4.2 No Challenge to Intellectual Property. PulsarMarketing.Com acknowledges that it obtains no proprietary rights in YOUR Content, and agrees not to challenge YOUR proprietary rights to the Content during the term of this Agreement. YOU acknowledge that YOU obtain no proprietary rights in PulsarMarketing.Com's Content, patents, and patent applications, and agree not to challenge PulsarMarketing.Com's proprietary rights in PulsarMarketing.Com's patents and patent applications, and, with respect to the Content during the term of this Agreement. YOU acknowledge that YOU obtain no proprietary rights in each of YOUR Affiliates' Content, and agree not to challenge such Affiliate's proprietary rights to the Content until YOU have terminated the Affiliate from YOUR Program or the Affiliate has withdrawn from YOUR Program by removing all Links provided by YOU through the Network Service. The licensees/sub-licensees agree that all goodwill arising as a result of the licensor's Intellectual Property shall inure to the benefit of the licensor, and that all non-licensed /or sublicense proprietary rights in the Intellectual Property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks or domain names that are confUSingly similar to, or in combination with any of licensor's tradenames, trademarks, service marks and/or domain names. 4.3 Terminating Licenses. YOU may terminate any sublicense and/or license under this Agreement immediately upon written notice to the sublicensee/licensee if YOU have reasonable concerns that the sublicensee/licensee is diluting, tarnishing or blurring the value of YOUR trademarks, service marks, and/or tradenames, and/or breach of YOUR other intellectual property rights. This Agreement may be terminated in whole or part if PulsarMarketing.Com has reasonable concerns that YOU are diluting, tarnishing or blurring the value of PulsarMarketing.Com's trademarks, service marks, and/or tradenames, and/or for breach of PulsarMarketing.Com's other intellectual property rights. 5.1 Privacy and Confidentiality. YOU or PulsarMarketing.Com may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on Use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement. The information that YOU supply to establish and maintain YOUR Account shall be YOUR Confidential Information, and YOU agree that PulsarMarketing.Com may provide YOUR e-mail address(es) and basic ADVERTISER Account detail (including but not limited to Web site name, date Web site first entered into operation, and visitor demographics) to Affiliates. YOU shall be responsible for all USage and activity on YOUR account and for loss, theft or unauthorized disclosure of YOUR password (other than through PulsarMarketing.Com's grossly negligent or willful conduct or omission). YOU shall provide PulsarMarketing.Com with prompt notification to PulsarMarketing.Com ADVERTISER services email, and through written notification to PulsarMarketing.Com as provided in Section 6.1 below, of any known or sUSpected unauthorized Use of YOUR Account or breach of the security of YOUR Account. PulsarMarketing.Com's Privacy Policy that is accessible from the home page of www.PulsarMarketing.Com and may be amended from time to time by way of republication, is incorporated into this Agreement. 5.2 Collection and Use of Transaction Data. PulsarMarketing.Com does not collect complete information about YOUR Visitors' Transactions, other than what it receives through the installed tracking code or software scripts. PulsarMarketing.Com reserves the right to be able to utilize this data, which may include information about YOUR performance statistics, to analyze Network Service trends, monitor Network Service efficiencies, maintain the integrity of the tracking code, promote Network Service capabilities and efficiencies, and promote YOUR Program capabilities and efficiencies to Affiliates. PulsarMarketing.Com may also disclose data regarding a Visitors' Transactions to the Affiliate that referred the Visitor to YOU for the performance of this Agreement and the Affiliate's Affiliate Service Agreement, and for the Affiliate's Use for rewards programs that the Visitor is a member of (on the condition that the Visitor has authorized release of such information to the Affiliate). 5.3 Collection and Confidentiality of Visitors' Personal Data. PulsarMarketing.Com promises not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to YOUR Web site that result directly from Links on YOUR Affiliates' Web sites and subscription e-mail mailings, without the Visitor's express permission (which may be through membership to a Affiliate's subscription e-mail or Web site program), to the extent PulsarMarketing.Com collects any such information, including, but not limited to, the Visitor's name, e-mail address, phone number, or any other personal information. 5.4 YOU agree not to circumvent; nor attempt to circumvent, OUR marketing network by engaging in direct marketing negotiations with OUR Affiliate Marketing Partners while YOU retain an active account with US and for a period of six months following termination of YOUR account. 6. YOU agree not to include; nor link to, adult content or objectionable material including hacking, warez, software piracy, hate, or to libelous or defamatory content. YOU further agree not to artificially deflate traffic counts, revenue, or use any device or robot/program to alter revenue due to Pulsar Marketing and/or its affiliates, and YOU understand that such action will be reported to the appropriate authorities for fraud, and will be subject to immediate account closure and assessed penalties to be determined by US. 6a. YOUR account shall not become active until 10 (ten) business days following receipt of YOUR deposit. The deposit is not a setup fee. The deposit is placed into an escrow account for remiting commission payments to affiliates who deliver customers to YOU and YOUR website per the terms and requirements established by YOU and mutually agreed upon by Pulsar Marketing. All deposits and subsequent funds shall be submitted by YOU to US via U.S. mail and payable to: Pulsar Marketing Inc 16033 Big Hill Road Gulfport, MS 39503 6b. Cancellation / Refund: At any time YOU may cancel an account by providing a seven (7) business days notice to Pulsar Marketing. Upon the eighth (8th) business day, YOUR account will be closed and any remaining balance will be refunded to YOU within ten (10) business days following the eighth (8th) business day of receiving the account cancelation notice. YOU may cancel via email, phone, or written correspondence. Failure to provide a seven (7) business days notice prior to cancellation may and shall result in Pulsar Marketing retaining any and all unused balance(s). This is to minimize Pulsar Marketing's loss of revenue and/or affiliates (whether actual or estimated) due to non-compliance with our seven (7) business days advance notice requirement. 6b1. Likewise, Pulsar Marketing may also terminate YOUR account with seven (7) business days notice, and shall within ten (10) business days refund any and all unused balances following the completed date of termination. However; in the event YOUR account balance is depleted and/or YOU fail to adhere to this Agreement, Pulsar Marketing may immediately terminate YOUR account without providing a seven (7) business days notice and without refund. 6c. Bad Check Fee: Any payment returned from OUR bank as "unpaid" or "NSF" will be subject to a $30.00 bad check fee, or 5% of the check value whichever is the greater, and YOUR account will immediately be suspended without further notice until payment is received. Pulsar Marketing reserves the right; and YOU agree, that returned checks may result in YOUR requirement to maintain a higher account balance established by Pulsar Marketing. In addition to the $30.00 bad check fee, YOU agree to a $5.00 per day Late Payment Fee for each day YOUR payment is rendered late until YOUR payment is received in full. 6d. Unless voluntarily agreed and specified by PulsarMarketing.Com, Pulsar Marketing does not provide marketing material on YOUR behalf. YOU must supply all creative material when YOU establish an account. 6e. No Guarantees: PulsarMarketing.Com makes no warranties, guarantees, or representations regarding the amount of traffic, clicks, revenue or profit YOU can generate through the use of the PulsarMarketing.Com network. PulsarMarketing.Com makes no guarantees or representations regarding any information contained in any promotional material or oral communications made by any PulsarMarketing.Com representative, its employees, or agents. YOU assure that YOU have not relied upon any oral or written information provide by PulsarMarketing.Com. 6f. Independent Contractor: YOU are an independent contractor. PulsarMarketing.Com owners shall not provide any legal or accounting advice. YOU are responsible for YOUR (company or individual) tax obligations. YOU are not an employee, partner, shareholder, or director of PulsarMarketing.Com, and shall not enter into any agreement on behalf of PulsarMarketing.Com. 6.1 Term and Notices. This Agreement shall commence upon YOUR indication that YOU have accepted this Agreement by establishing an account via a Deposit of Funds into YOUR PulsarMarketing.Com ADVERTISER account, and, subject to Section 6.2, shall be in effect through one year following the date (known as the "Live Activation Date") in which YOU (i) have properly installed the PulsarMarketing.Com tracking code within YOUR Links, (ii) such Links to YOUR Web site or Web site content are accessible to YOUR Affiliates through the Network Service, and (iii) have made payment to PulsarMarketing.Com in the amount of fifteen hundred US dollars (US$1,500) per Program. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement in writing via overnight mail (or international express mail by an internationally recognized courier): (a) to PulsarMarketing.Com at "Pulsar Marketing Inc., Attn: Legal Department, 16033 Big Hill Road, Gulfport, MS 39503, with a copy sent via facsimile to (228) 832-5553, and, (b) for YOU, at the address listed on YOUR Account. Notices shall be effective the earlier of the notified party's actual receipt (or refusal to accept to receipt), or five (5) days after the date of mailing. 6.2 Temporary Deactivation and Termination. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 7 business days of email notification (or less as specified elsewhere in this Agreeement) from the non-breaching party of the existence and nature of the breach. Notwithstanding the preceding, PulsarMarketing.Com may terminate this Agreement immediately upon notice for YOUR breach of Section 1(d). After the initial Term, this Agreement shall automatically renew for additional one year Terms although either party may terminate this Agreement without cause (a) during a renewal Term, upon 7 days prior notice to the other party, or (b) notice of non-renewal 7 days prior to the end of a Term. Either party may terminate this Agreement immediately if PulsarMarketing.Com changes, modifies or amends this Agreement, in whole or in part, pursuant to Section 10.6 and YOU do not agree with any such change, modification or amendment. Notwithstanding the foregoing, PulsarMarketing.Com may: (i) immediately deactivate YOUR Account(s) if YOU breach Sections 1, 3.4, 3.5, 4 and 7, (ii) deactivate YOUR Account(s) if YOU breach Section 3.3 as set forth therein, and (iii) deactivate YOUR Account(s) for any other breach of this Agreement upon YOUR failure to cure such breach. If this Agreement is terminated for YOUR breach, YOU shall not be eligible to enter into a new click-on ADVERTISER service agreement with PulsarMarketing.Com, and any attempt to do so shall be null and void. Upon termination of this Agreement, an outstanding debit balance shall be paid by YOU to PulsarMarketing.Com within 10 business days of the date of termination, and any outstanding credit balance shall be paid by PulsarMarketing.Com to YOU within 10 business days of termination of this Agreement, subject to amounts equivalent to pending Chargebacks (that shall be paid promptly if and when PulsarMarketing.Com has been able to recover such Chargeback amount from the relevant Affiliate). Upon termination of this Agreement, any license or sublicense granted to YOU or by YOU under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all Links to PulsarMarketing.Com to be removed. PulsarMarketing.Com shall (a) inform YOUR Affiliates that YOUR Program(s) has ended (if terminated) or has been temporarily discontinued (in the case of deactivation), (b) stop distributing Links to YOUR Web site, and (c) request (or suggest, in circumstances of deactivation) that all Links placed by YOUR Affiliates to YOUR Web site be removed from such Affiliates' Web sites and/or subscription e-mail. No remedy or election shall be exclUSive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 6.3 Survival. The provisions of this Section and Sections 1, 3.5, 3.6, 5, 6.1, 6.2, 8.3, 8.4, 9, 10.3, 10.5, and 10.6 shall survive the termination of this Agreement. 7 Third Party Disputes. Should any third party or a Affiliate that is not a member of YOUR Program dispute a party's right to Use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party's Web site, a party may, immediately upon notice, terminate this Agreement or, in the case of PulsarMarketing.Com, deactivate YOUR Account. A party's representations regarding the preceding may or may not be relied upon in the other party's decision whether to terminate this Agreement, or, in PulsarMarketing.Com's case, deactivate YOU. 8.1 Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other or YOUR Affiliates liable for any of the consequences of such interruptions. 8.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge the licenses, and in the case of PulsarMarketing.Com, the technology that PulsarMarketing.Com utilizes for the Network Service, do(es) not infringe a third party's (or the other party's) intellectual property rights. 8.3 Limitation of Liabilities. WITH THE EXCEPTION OF A PARTY'S INDEMNIFICATION OBLIGATIONS, ANY LIABILITY OF A PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PayoutS PAID AND PAYABLE TO YOUR Affiliates (IN THE AGGREGATE) BY PulsarMarketing.Com, ALL FEES PAID AND PAYABLE BY YOU TO PulsarMarketing.Com, AND INTEREST PAID AND PAYABLE BY YOU TO PulsarMarketing.Com DURING THE TERM OF THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY A Affiliate OR ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. 8.4 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) ADVERTISERABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. 8.5 Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 8 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. 9 Indemnification. Each party ("indemnitor") shall defend, indemnify and hold the other party ("indemnitee") harmless against all claims, suits, costs, damages and judgments incurred, claimed or sUStained by third parties, including but not limited to Affiliates, for the indemnitor's breach of this Agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("Claims"). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control the defense, compromise and to defend such Claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defense shall waive or reduce any obligations to indemnify or hold harmless. 10.1 Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement. 10.2 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings betWEen the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship betWEen the parties is anything other than that of independent contractor. Certain provisions of this Agreement are intended to benefit each Affiliate (also known as an "Affiliate") intended to benefit under each such Affiliate's Affiliate Service Agreement (also known as an "Affiliate Service Agreement"). YOU agree that YOUR rights under a Affiliate's Affiliate Service Agreement do not exceed the Affiliate's duties, as YOUR rights are limited by any defenses, claims and rights a Affiliate may have. YOU agree that YOUR consent is not necessary to modify any Affiliate Service Agreement. 10.3 Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of Mississippi (USA), except for its conflict of law provisions. The exclUSive forum for any actions related to this Agreement shall be in the state courts in Gulfport, Mississippi, and, to the extent that federal courts have exclUSive jurisdiction, in Jackson, Mississippi. YOU consent to such venue and jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. PulsarMarketing.Com controls and operates its Web site from its offices in the U.S.A. and access or Use where illegal is prohibited. 10.4 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. 10.5 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. 10.6 Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. Neither party may assign this Agreement without the prior express written permission of the other party. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, PulsarMarketing.Com shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part (including without limitation the fees, charges and monthly minimums payable hereunder), by notifying YOU of such Change, by email, at least fourteen (14) days prior to the Effective Date of such Change; provided, hoWEver, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in event that YOU do not agree to such Change. YOUR Use of the Network Service is irrefutable acknowledgement by YOU that YOU have read, understood and agreed to each and every term and provision of this Agreement. PulsarMarketing.Com may establish from time to time rules and regulations regarding Use of the Network Service as published on the Network Service and such rules and regulations are incorporated herein. Contact Information: Pulsar Marketing Inc 16033 N Big Hill Road Gulfport, MS 39503 228-832-5553

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