Revenue Sharing Program Agreement
By participating in the Site Launcher Revenue Sharing Program, both Site Launcher LLC
( "Publisher") and you ( "You" or "Domain Name Owner") are accepting and agreeing to all of the following program terms.
ACCEPTANCE OF DOMAIN NAME FOR REVENUE SHARING PROGRAM
Publisher and You agree that initial acceptance of a particular domain name offered for inclusion into the Site Launcher Revenue Sharing Program by the Domain Name Owner is within the sole and exclusive discretion of the Publisher and acceptance may be denied for any reason or no reason, on a case by case basis per offered domain name. Once a partner has domain names launched via the Site Launcher revenue sharing program, additional domain names may be added down the line and these domains will adhere to this agreement as well.
DOMAIN NAME OWNER RESPONSIBILITIES
1. Launch and URL Pointing: To launch a Published Domain Site, You must login to their Registrar's domain name account and point their name servers or A records to an address which Publisher will supply to accepted Domain Name Owners. You agree that, once a domain name is pointed to and hosted by Publisher, Publisher will have control of the advertisers and content displayed on the partners web site.
2. Prohibited Conduct and Fraud Protection: You agree not to engage in any type of fraudulent activity, including, but not limited to, sending fraudulent or incentivized traffic to a Published Domain Name Site. You are prohibited and agree to refrain from using any device, program, web bot, robot, automatic redirecting of users, autospawning of browsers or any other technique or means of generating automated click-throughs. You and your agents, principals, and employees are prohibited from visiting the Published Domain Site for the purpose of clicking on an advertiser link. You are also prohibited from having anyone else, or incentivizing anyone else to visit any of your Published Domain Name Sites for the purpose of clicking onto an advertiser link.
3. Tax Information: Publisher is required to collect certain tax-related information. You must fill out and fax over Form W-9 prior to publication and hosting of the Published Domain Name Site. The Publisher's fax number is (615) 858-8789 - please be sure to write "Attention: Site Launcher LLC, Form W-9" on the cover of your fax. Please be aware that you are welcome to consult a tax advisor to help answer questions regarding how tax laws apply to you and/or your business. For these, and other legal purposes, please note that the within revenue sharing agreement is not intended to create a "partnership" in the legal or tax sense and that the parties herein remain independent businesses at arms length notwithstanding any language to the contrary in this agreement or in any other Site Launcher LLC materials or web sites.
4. Domain Name Owner Warranties: You warrant and represent that You are the sole owner of the registered domain name(s) offered for acceptance in the Site Launcher Revenue Sharing Program. You also warrant and represent that such domain name(s) do/does not infringe upon any trademarks or service marks or any other intellectual property rights of third parties. You further represent that: You have the requisite power and authority to enter into this Agreement and perform the obligations set forth herein; that you are an adult at least eighteen (18) years of age; that performance under this Agreement does not and will not constitute a breach of any existing contract or obligation undertaken by You; and that there are no outstanding orders, judgments, decrees, rules or regulations which would preclude you from entering into this Agreement.
5. Confidentiality and Intellectual Property Rights: You are obligated to keep any information obtained from Publisher regarding its search partners and revenue share payments confidential, it being understood that such information is trade secret information owned by Publisher. You further agree and understand that, apart from ownership of the Domain Name accepted in to the Site Launcher Revenue Sharing Program, all intellectual property rights of any kind associated with the Published Domain Site and the Site Launcher Revenue Sharing Program remain with the Publisher and not with You.
6. Indemnification: You agree to indemnify and hold harmless Publisher, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and Search Engine Partners (the "Indemnified Parties") and agree that the Indemnified Parties will have no liability, cost or expense in connection with Your participation in the Site Launcher Revenue Sharing Program breach of this Agreement or unauthorized use of the Published Domain Site(s), and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the domain name(s) accepted into the Site Launcher Revenue Sharing Program. If you are approved to have content linked to from your domain, or if you provide images or content for your domain, you will be responsible for any claims arising from the content or images.
PUBLISHER RESPONSIBILITIES
1. Website Design, Hosting and Advertiser Linking: Once an offered domain name is accepted, Publisher will publish and host a web site ( "Published Domain Site") to which Domain Name Owners domain name will point and fill it with links to websites of advertisers selling goods or services deemed relevant to the Published Domain Site by Publisher ( such advertisers called "Site Launcher LLC Advertisers"). Site Launcher LLC Advertisers are selected from the 100,000+ advertisers paying per click to be listed in Site Launcher Revenue Sharing Program search engine results. Publisher may design a logo for select domain names and in these cases, domain name owner has the choice of removing the logo at any time. Should the domain name owner remove their domain name from the Site Launcher Revenue Sharing Program, the logo would not be used by Publisher thereafter.
2. Tracking and Reporting: Site Launcher LLC will track visits, and clicks for each Published Domain Site that is launched with domain names accepted from You. Site Launcher will report earnings based on the reporting of search engine pay per click supplier. The Site Launcher Revenue Center, a/k/a the "Partner" Center** ( "Revenue Center") will display traffic and earning statistics by web site, and You can login to the Revenue Center at any time. Published Domain Sites will be consistently screened to ensure the quality and quantity of their traffic.
3. Payment: Throughout the term of this Agreement, You will be paid on a monthly basis when traffic is directed through the Site Launcher Revenue Sharing Program Advertisers from the Published Domain Site. Publisher will agree to pay you a portion of the revenue that your web site generates. Revenue share percentage payouts are targeted at 72%, but Publisher makes no guarantees or warranties as to the exact percentage payout amount. Revenue is defined as any revenues paid to Site Launcher via advertiser, pay per click search engine, or other distribution network, referable to the Published Domain Site. Reported earnings aren't final until payment has been sent to "Publisher" as click throughs may be audited or screened after a month has ended. Monthly payments are paid to You thirty (30) days after the last day of any month in which the Published Domain Site generates revenue.
Termination:
The term of this Agreement ( "Term" ) is indefinite and may be canceled by either party at any time, as to any or all domain names accepted into the Site Launcher Revenue Sharing Program. Once an Agreement is terminated, the Domain Name Owner will, within 30 days after the last day of the month in which the agreement is terminated, be paid for any revenues that allocated to the affected domain name account under the Site Launcher Revenue Sharing Program . When participation of any or all of a Domain Name Owner's Published Domain Sites is terminated, Publisher will take down the Published Domain Site(s) and the Domain Name Owner will be required to immediately disassociate the affected domain name(s) from the Published Domain Site(s) on its registrar's name server. Once an agreement is terminated, domain name owner will not be paid for any revenue that is generated from the domain name owners published domain site after termination. However, domain name owners will be paid for any revenues in their account at the time of termination.
PUBLISHER DISCLAIMER AND LIABILITY LIMITATION
APART FROM THE SPECIFIC PUBLISHER RESPONSIBILITIES SET FORTH HEREINABOVE, SITE LAUNCHER LLC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SITE LAUNCHER ADVERTISERS, SERVICES OR INFRASTRUCTURE. PUBLISHER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PUBLISHER DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE PUBLISHED DOMAIN SITE(S) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT PUBLISHED DOMAIN SITE(S) OR THE SERVER(S) THAT MAKES SAME AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PUBLISHER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CLICK THRU'S OR WEBSITES ACCESSED FROM THE PUBLISHED DOMAIN SITE IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. LINKS MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND PUBLISHER. MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME AS AND WHEN IT SEES FIT.
PUBLISHER, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, ADVERTISER LISTING PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PUBLISHER AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT OF REVENUE REALIZED BY PUBLISHER FROM THE PUBLISHED DOMAIN SITE, AS REDUCED BY AMOUNTS PAID TO YOU ON ACCOUNT OF SAME.
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