Publisher Terms and Conditions

1. INTRODUCTION

These Publisher Terms and Conditions (the "Terms and Conditions" or "Agreement") are between you and Directcpv Technologies, Inc., a British Columbia corporation, and its subsidiaries and affiliated entities (collectively, "Directcpv" or "Company"), and govern your use of and participation in the Directcpv Publisher services (collectively, the "Services").

"You" or "Publisher" means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement.

Please read this Agreement carefully. By enrolling as an Publisher, you agree to be bound by this Agreement, whether you or your principal are acting on your behalf or on behalf of a third party and that if you are acting on behalf of a third party, that you have authority to act on behalf of that third party and that they have agreed to be subject to and to abide by the terms of this Agreement. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Services will be subject to and will abide by this Agreement.

These Terms and Conditions may change from time to time and it is your responsibility to review these Terms and Conditions regularly for changes. By using Directcpv's Services (as defined herein) you agree to be bound by the then-current version of these Terms and Conditions.

2. COMPANY'S SERVICES

2.1 Services. Company will provide non-exclusively code to approved Publishers so that Publisher may access Our CPV advertiser database via a URL provided by Company (the "Directcpv XML or HTML Link"). Our CPV data will be packaged into an XML (or like) objects and delivered to Publisher's server(s). Publisher will pass appropriate CPV advertising to the end user.

2.2 Publisher's Use of Services. Publisher agrees to use reasonably commercial efforts to publish our Services in such a way so as to optimize the value of our Services. Publisher will use its best efforts to ensure the uninterrupted availability of the Publisher's Sites. Publisher's software shall make sure that:

• If an ad provided through our Services is shown through a popup window generated by Publisher's software, the window in which the ad is displayed is branded and easily identifiable with Publisher's software name using the description Ads served by Software Name;
• It provides Us with complete and accurate information in order to use Our Services. Such information shall include but not be limited to IP address, URL and keywords;
• It does not display or "pop" more then one (1) ad per twenty (20) minutes;
• It displays or "pops" a maximum of six (6) ads per end user per day;
• It is easily removable using the Add/Remove Program or similar function;
• If Publisher's software displays or "pops" ads that are not generated or related to Our Services, Publisher shall make sure they are not misleading in any way and shall take reasonable steps to distinguish such ads from Our Services;
• All installations of Publisher's software require a prior and clear acceptation from any end user before it is installed. Records of such acceptance should be provided upon request by the Company;
• Publisher uses commercially acceptable means to limit the use of Our Services to end users that are eighteen (18) years and older.

2.3 Manner and Placement of Advertisements. Publisher shall refrain from any placement of advertisements that are deemed, in the Company's reasonable determination, to be deceptive or misleading. The Company reserves the right to terminate this Agreement or otherwise require Publisher to display or "pop" such advertisements in a manner that would make it less deceptive or misleading. Notwithstanding any other language herein, the Company's right to require Publisher to change its display or "pop" shall in no way be deemed as a requirement by the Company, nor shall the failure of the Company to advise the Publisher be deemed to be approval or acceptance of Publisher's methods for displaying or "popping" advertisements.

3. PAYMENT

3.1 Payment. We shall pay Publisher 50% of the Gross Revenues actually received by Our clients for legitimate use of Our Services. If gross revenues exceed $100k per month, we shall pay Publisher 55% of the gross revenues. If gross revenues exceed $250k per month, we shall pay Publisher 60% of the gross revenues. If gross revenues exceed $400k per month, we shall pay Publisher 65% of the gross revenues. The amount to be paid shall be determined by Directcpv and indicated in the feed of search results returned to Partner. We shall pay the Publisher 45 days following the last day of each calendar month.

3.2 Tracking. The Company shall make available to Publisher access to statistics which shall provide information about Publisher's statistics related to revenue generated by Publisher's efforts. While the Company shall make such statistics available in good faith to Publisher, such interim statistics shall not be conclusive of the funds due pursuant to this Agreement.

3.3 Payment Minimums. In any calendar month in which payment is less than USD $100, We shall not be obligated to make payment to Publisher, but shall have such payment carryover to a subsequent month in which the total payment exceeds USD $100.

3.4 Taxes. Publisher shall be responsible for payment of any and all taxes attributable to Publisher. In the event the Company is required to withhold taxes on behalf of the Publisher, these amounts will necessarily be deducted from the gross revenue amounts described herein.

3.5 Currency. All payments shall be made in US Dollars unless specifically agreed to in a writing, signed by both parties.

3.6 Accounts Receivable. The Company shall make good faith efforts to collect payment from its clients but shall nevertheless have entire discretion and control over the collection of such accounts receivable.

4. PROHIBITED ACTIVITIES

Publisher shall refrain from any and all conduct described herein:

• Infiltrating an End Users computer by deceptively:
  • Using the computer as a "proxy" or "zombie" or to otherwise send unsolicited information or material from an End User's the computer to others;
  • Accessing, hijacking or otherwise using the computer's modem or Internet connection or service, irrespective of whether it causes damage to the computer or the End User;
  • Using the computer as part of an activity performed by a group of computers that causes damage to another computer;
  • Delivering advertisements that an End User cannot close without turning off the computer or closing all other sessions of the Internet browser for the computer; or using rootkits or other software that are typically used to hack into a computer and gain administrative-level access for unauthorized use of a computer.
• Modify security or other settings of the computer that protect information about the End User for the purposes of causing damage or harm to such computer.
• Collect personal information from an End User through the use of a keystroke logging function without authority of the owner of the computer.
• Induce the End User to provide personal information to another by misrepresenting the identity of the person seeking the information. This includes inducing the disclosure of information by means of a web page or software that: (i) is substantially similar to a web page or software established or provided by another person; and (ii) misleads the End User that such web page or software is provided by such other person.
• Induce the End User to install software onto the computer, or prevent reasonable efforts to block the installation or execution of, or to disable the software, by: (i) presenting the End User with an option to decline installation but, when the option is selected by the End User or when the user reasonably attempts to decline the installation, the installation nevertheless proceeds; (ii) misrepresenting that a software will be uninstalled or disabled by an End User's action, with actual or constructive knowledge that a software will not be so uninstalled or disabled; (iii) causing software that the End User has properly removed or disabled to automatically reinstall or reactivate on the computer; (iv) changing or concealing the name, location or other designation information of the software for the purpose of preventing an End User from locating the software to remove it; (v) using randomized or intentionally deceptive file names, directory folders, formats or registry entries for the purpose of avoiding detection and removal by an End User; (vi) causing the installation of a software in a particular computer directory or computer memory for the purpose of evading an End User's attempt to remove the software; (vii) requiring completion of a survey, or disclosure of personal information, to uninstall a software; (viii) requiring that an End User obtain a special code or download a third-party program to uninstall a software; or (ix) intentionally causing damage to or removing any vital component of the operating system when uninstallation is attempted.
• Remove, disable, or render inoperative by deceptive means a security, anti-spyware or anti-virus technology installed on the computer without obtaining prior consent from the User.
• Install or execute software on the computer with the intent of causing a person to use software in a way that violates any other provision of this section.
• Bundle software that violates any of the provisions of this section.

5. REPRESENTATIONS AND WARRANTIES; COVENANTS

5.1 Parties Representations and Warranties. Each party represents and warrants to the other party that: (a) it is authorized to conduct business under the laws of the jurisdiction in which it is incorporated and (b) it is duly authorized to enter into this Agreement and perform its obligations hereunder.

5.2 Publisher's Representations and Warranties; Covenants. Publisher further represents and warrants that: (a) Publisher's software, including Publisher's Privacy Policy and other terms, conditions or agreements on Publisher's sites will comply at all times with all applicable laws, rules and regulations and as applicable; (b) Publisher's Sites will not in any way violate or infringe upon any other right or rights including, but not limited to, trademark, copyright, rights of privacy or publicity, or any other personal or proprietary right of any person or entity, (c) Publisher's Sites will not contain any libelous, defamatory, obscene or unlawful materials or violate any applicable laws or regulations; (d) Publisher's Sites and software will be free from viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

6. Promotional Offer - 30 Days Money Back Guarantee

DirectCPV offer a “No Questions asked” Money back guarantee on the First Twenty Five dollars that you spend within the first 30 days. DirectCPV also reserves the right to change the condition of this offer at anytime.

7. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO ITS SERVICE AND SEARCH RESULTS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY FURTHER DISCLAIMS ANY CLAIM RELATED TO PUBLISHER'S ANTICIPATED OR EXPECTED REVENUE FROM USING COMPANY'S SERVICES.

8. LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY AGREES THAT UNDER NO CIRCUMSTANCES SHALL IT BE LIABLE TO PUBLISHER FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHERMORE, COMPANY'S SERVICES ARE AVAILABLE ON AN "AS IS" BASIS. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE ANY SERVICE PROVIDED FOR A PARTICULAR PURPOSE INCLUDING. COMPANY, ITS EMPLOYEES, CONSULTANTS AND OTHER AGENTS SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY PUBLISHER IN CONNECTION WITH THIS AGREEMENT OR INCURRED BY PUBLISHER AS A RESULT OF ANY SERVICES PROVIDED BY COMPANY AND/OR ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, THE CONTENTS OF ANY WEB SITES OR PAGES, COMPUTER ERROR, LOSS OF DATA, DELAY IN OPERATION, COMPUTER VIRUSES, COMMUNICATION LINE FAILURE, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEB SITES OR RECORDS, OR OTHER INJURY DAMAGE OR DISRUPTION TO CLIENT. NOTWITHSTANDING THE FOREGOING, SHOULD COMPANY BE LIABLE FOR ANY REASON, PUBLISHER AGREES THAT IN NO EVENT SHALL COMPANY'S LIABILITY EVER EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO PUBLISHER IN THE ONE MONTH PRIOR TO ANY ALLEGED LOSS. COMPANY WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES OR IF ITS SITE BECOMES INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. COMPANY MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. COMPANY WILL NOT BE RESPONSIBLE FOR ANY ACTS, ERRORS, OR OMISSIONS OF ANY THIRD PARTY.

9. INDEMNIFICATION

Publisher is solely responsible for any liability arising out of or relating to: (i) the content and other material set forth on the Publisher's Sites and/or (ii) any content or material to which End Users can link through the Publisher's Sites. Publisher agrees to indemnify and hold harmless Company and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation reasonable attorneys' fees) that may at any time be incurred by any one of them by reason of any claims, suits or proceedings, (a) for libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Publisher's Sites, (b) arising out of any material breach by Publisher of any duty, representation, warranty under any agreement with Company, or (c) relating to a contaminated file, virus, worm, or Trojan horse emanating from Publisher's Sites or software.

10. TERM AND TERMINATION

10.1 Term: The term of this Agreement shall be for an initial term of one year and shall automatically renew for periods of one year unless otherwise terminated in accordance with the provisions hereof.

10.2 Termination by Parties. Either party may agree to terminate this Agreement upon 48 hours prior written notice. Notice shall be provided at the address, fax or email provided herein.

9.3 Obligations Upon Termination. Upon receipt of the notice of termination, Publisher agrees to remove Company's XML code on or before the designated cancellation time. If Company terminates the Agreement due to Publisher's violation of any of the obligations set forth in Section 3 of this Agreement, Company shall have the right (but not the obligation) to hold back any funds due and owing Publisher until such time as Company determines the extent of damage caused by Publisher's conduct - whether to Company or End User(s).

10.4 Survival. The provisions of this Agreement, which give the parties rights beyond the termination or expiration of this Agreement including, but not limited to, payment of amounts owing, confidentiality, representations and warranties, indemnifications shall survive such termination or expiration.

11. INTELLECTUAL PROPERTY

11.1 Company's Rights. Publisher recognizes the great value of publicity and goodwill associated with Company's url address and web site and acknowledges that all trademarks and service marks pertaining thereto or use in connection therewith have acquired a secondary meaning in the minds of the public and Publisher agrees that such marks, url address and web site and all rights and goodwill attendant to them belong exclusively to Company and that all use pursuant to this Agreement shall inure to the sole benefit of Company.

11.2 Limited Rights. Each party acknowledges that this Agreement does not confer to it any rights in the other party's intellectual property, including trademarks and copyrighted materials. Except as otherwise specifically set forth herein, neither party shall use the other party's trademarks, copyrights, or intellectual property without the other party's prior written permission. Each party's trademarks, product and service identifications, designs, logos and other symbols and devices associated with each party are and shall remain that party's property. Further, neither party shall reverse engineer the other party's intellectual property.

11.3 Content ownership and license. Company and/or its authorized licensors will retain all right, title and interest in all of its content and intellectual property and except as expressly provided in the Agreement. All rights, whether now existing or which may hereafter come into existence, and which have not been expressly granted to Publisher herein, are expressly reserved for Company. To the extent that any intellectual property rights may, by operation of law or otherwise, vest in Company, Publisher hereby agrees and undertakes to irrevocably assign to Company any such right, title or interest, at no cost. Except as provided in this Agreement, Publisher may not use any of Company's trademarks or service marks. The right to any such use may, by simple notice from Company, be terminated immediately.

11.4 Non-solicitation of clients. Publisher agrees and undertakes not to approach, solicit or respond to any inquiries from any person that Company has identified as a client or prospective client, but only with regard to the given campaign or advertisement relating thereto that Company identifies.

12. MISCELLANEOUS PROVISIONS

12.1 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made (a) when received, if hand delivered, sent by facsimile transmission (the receipt of which is confirmed), by email, sent by express overnight courier service, or (b) three (3) business days after deposit in the mail if mailed by first class mail, postage prepaid the address and coordinates of the parties identified herein or to such other address as any such party may have designated by like notice forwarded to the other party hereto.

12.2 Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargo, acts of civil or military authorities, fire, flood, earthquake, accident, strike, or shortage of fuel or energy. In the event of any such delay, any applicable period of time for action by said party may be deferred for a period equal to the time of such delay.

12.3 Assignment. Neither party may sublicense, assign, or otherwise encumber the rights granted to it hereunder or delegate its obligations hereunder, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned. Any sublicense, assignment or encumbrance in derogation of the foregoing shall be null and void.

12.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. Modifications of or amendments to this Agreement shall be in writing signed by the parties hereto.

12.5 Enforceability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

12.6 Waiver. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach thereof. All remedies, rights, undertakings, obligations or agreements contained in this Agreement will be cumulative and none of them will limit any other remedy, right, undertaking, obligation or agreement of either party.

12.7 Applicable Law/Jurisdiction. This Agreement shall be interpreted and enforced exclusively in British Columbia and the laws of the province of British Columbia shall be used to interpret and enforce the terms of this Agreement and any breach thereof. Publisher irrevocably consents to the exclusive jurisdiction of the courts of the jurisdiction of the Province of British Columbia, to the specific exclusion of all other jurisdictions. In connection with any action or proceeding.

12.8 Independent Contractors. The parties are independent contractors and no employment, agency, partnership or joint venture is created hereunder. No party shall have the right to act as the agent for or to bind the other.

12.9 No Third Party Rights. This Agreement is not for the benefit of any third party, and shall not be considered to grant any right or remedy to any third party whether or not referred to in this Agreement.

12.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.