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Terms & Conditions
VHMnetwork LLC
AFFILIATE TERMS AND CONDITIONS
 
UPDATED: April 24, 2009


These Terms and Conditions are made by and between VHMnetwork LLC (“VHM”), a New York Limited Liability Company with an office at 65 Broadway, Room 1808 New York, NY 10006, and you (“Affiliate,” “You,” “Your,” or “Yourself”) upon VHM’s acceptance of Your application for an Affiliate account with VHM on this Web Site (“Account”). If you have applied for or on behalf of an entity, you are deemed to have accepted these Terms and Conditions on behalf of that entity.
UPON VHM’S ACCEPTANCE OF YOU AS AN AFFILIATE OF VHM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY AND AGREE TO THE SAME. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, OR IF ANY OR ALL OF THE FOLLOWING ARE PROHIBITED WITHIN YOUR JURISDICTION, DO NOT ACCESS OR USE THIS WEB SITE, THE SERVICES, OR ANY INFORMATION CONTAINED ON THIS WEB SITE. YOUR ACCESS TO AND USE OF THIS WEB SITE CONSTITUTE YOUR AGREEMENT TO ABIDE BY, AND UNDERSTANDING OF, EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU HAVE ANY QUESTIONS, VISIT THE "CONTACT US" SECTION OF THIS WEB SITE TO SUBMIT QUESTIONS TO VHM’S CUSTOMER SERVICE REPRESENTATIVES.
1. AFFILIATE ELIGIBILITY REQUIREMENTS. You agree to meet the following minimum requirements for Your Web site(s) (the “Affiliate Sites”): 
1.1	The Affiliate Sites must be, in VHM’s sole opinion, professionally designed, with content, and must not have broken links or pages under construction;
1.2	The Affiliate Sites must be located in the U.S. or Canada (VHM will make exceptions for any Affiliate Sites with traffic containing at least 90% United States and/or Canadian individuals);
1.3	The Affiliate Sites must be written primarily in the English language;
1.4	The Affiliate Sites must not contain content or links to any material that VHM, in its sole and absolute discretion, finds objectionable (See Section 9 below for Affiliate Site Content and Placement);
1.5	Unless otherwise approved in writing by VHM for a specific VHM advertiser (“Advertiser”), the Affiliate Sites must not provide any program or mechanism that rewards individuals for clicking on or visiting advertisements; and
1.6	Unless otherwise approved in writing by VHM, the Affiliate Sites must be hosted on a United States Top-Level Domain. 
2. AFFILIATE RESTRICTIONS. You shall not tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of any part of this Web Site. At a minimum, any violation by You will result in immediate termination of Your Account.
3. ACCURATE INFORMATION. You agree to provide true, accurate, and current information about Yourself in Your application to become an Affiliate of VHM. VHM reserves the right to request verification of any of the information provided by You for enrollment with and continued use of VHM’s services, and You agree to be subject to any such verification.
4. INACCURATE INFORMATION. If any information You provide is untrue, inaccurate, incomplete or not current, or if VHM has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, VHM, at its sole discretion, has the right to suspend or terminate Your Account and refuse all current or future access to this Web Site and use of Your Account, or suspend or terminate any portion thereof. VHM is not responsible for lost compensation or remuneration due to Your failure to provide valid contact information or other necessary information.
5. REFUSAL OF ACCEPTANCE. To the fullest extent allowed by law, and in VHM’s sole discretion and for any or no reason, VHM may refuse to accept Your applications for use of VHM’s services.
6. AFFILIATE COMPLIANCE AND RESPONSIBILITIES.
6.1	REGULATORY COMPLIANCE FOR EMAIL. You shall, at all times, comply with all applicable state and federal laws, rules, regulations and orders, including without limitation the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“Can-Spam Act of 2003”) and state anti-spam laws, and other laws, rules, regulations or orders respecting its conduct as an Affiliate of VHM.  If You send commercial emails containing an advertisement from or reference to VHM, VHM reserves the right to monitor the content and functionality of such emails and Your compliance pursuant to these Terms and Conditions through commercially acceptable means, including, but not limited to, using internal controls and/or third party email monitoring services. Failure to comply with all of Your compliance and responsibilities herein is a material breach of these Terms and Conditions, and will result in immediate termination of Your Account and You agree to forfeit any monies due to You. Without limiting the generality of the foregoing, the following shall apply:
If utilizing email, You shall, without limitation: 
6.1.1	6.1.1          Refrain from: (i) falsifying email header information (including, without limitation, source, destination and routing information), (ii) altering any “subject” line provided by VHM or using any "subject" or "from" line that is materially false or misleading, (iii) selling or transferring email addresses of those individuals whom it knows either opted-out of or unsubscribed from receiving future email solicitations, and (iv) sending any unsolicited commercial email or other unsolicited online communication, and (v) seeking or obtaining unauthorized access to computers for the purpose of sending out commercial email including, without limitation, use of an unauthorized open relay to facilitate distribution of emails; 
6.1.2	6.1.2          Send email only to those individuals who were offered the opportunity to opt-out and did not opt-out of receiving such emails and for which You keep a record of such individuals’ election; and promptly provide VHM with confirmation of the date and time of the individuals’ election upon VHM's reasonable request.  If You fail to timely provide this information to the reasonable satisfaction of VHM, the campaign which included such email will be considered "spamming" and VHM shall have the right to withhold compensation to You for the campaign and/or to terminate Your Account;
6.1.3	6.1.3          Utilize a functioning mechanism whereby upon receiving an unsubscribe or opt-out request from an individual, such individual will not receive future emails following ten (10) days from the date of receipt of the unsubscribe or opt-out request;
6.1.4	6.1.4          Update all mailing lists using current suppression lists not more than seven (7) calendar days prior to each mailing and if an Advertiser requires the use of a third party email suppression list manager, You agree to comply with such requirement;
6.1.5	6.1.5          Use the suppression lists solely for the purpose of removing from Your mailing lists the email addresses of individuals who have unsubscribed or opted-out;  
6.1.6	6.1.6          Promptly provide VHM with, inter alia, opt-out requests, dates, IP addresses and any and all information available concerning any individual claiming to have received an unsolicited commercial email;
6.1.7	6.1.7          Promptly provide VHM with the date and IP address pertaining to when and where an individual subscribed to Affiliate’s list;
6.1.8	6.1.8          Remove all individuals who unsubscribed or opted-out from Affiliate's database prior to any further promotion of VHM’s offers; and 
6.1.9	Use only email addresses with Your name and not use VHM's name in any mail-from or reply-to email addresses unless it is a co-branded email for which You have received VHM’s prior written consent.
6.2	SEARCH TERMS AND DOMAIN NAMES.  You agree not to register any domain names, or bid on search engines, with any words, phrases or keywords that are used by or are trademarks or domain names of VHM or any of its affiliated companies, subsidiaries, or competitors or any other company (except in the case of an Advertiser if expressly consented in writing by VHM), including but not limited to, the negative keyword lists located on this Web Site. 
6.3	REGULATORY COMPLIANCE FOR SPYWARE AND ADWARE. You shall, at all times, comply with all applicable state and federal laws, rules, regulations and orders relating to the use of spyware and adware.  You agree not to utilize VHM’s advertising, emails, name or marks in connection with any software for which the installation and de-installation is not obvious to individuals. Licensing and terms of any software downloads and applications of any type used in connection with VHM’s advertising, emails, name or marks must be clearly presented to and affirmatively accepted by the individuals, as determined by VHM in its sole discretion. You agree not to utilize adware to disseminate advertising, unless otherwise agreed to in writing by VHM for a specific Advertiser prior to any such use. Failure to comply is a material breach of these Terms and Conditions and will result in immediate termination of Your Account, and You agree to forfeit any monies due to You.
6.4	RESPONSIBILITY FOR CREDIT. You shall be responsible to ensure the following:
6.4.1	All click-throughs must transfer through VHM’s unique gateway; and
6.4.2	All click-throughs are recorded by VHM’s server.
7. MONITORING OF AFFILIATE SITES. VHM reserves the right to monitor the Affiliates Sites for any reason, including, but not limited to, any Affiliate Sites that (i) have click-through or offer completion rates that are much higher than industry averages, (ii) have only click programs generating clicks with no indication by site traffic that You can sustain the clicks reported, (iii) have shown fraudulent activity as determined by VHM or its Advertisers, (iv) use redirects, automated software, and/or fraud to generate clicks or leads from VHM’s services, or (v) VHM believes to be aiding in or promoting circumvention of VHM’s services.                                                                     
8. AFFILIATE SITE CONTENT AND PLACEMENT. You agree not to misrepresent VHM’s business or services, or provide misleading information concerning the same. You shall not directly or indirectly associate VHM with content deemed inappropriate for general viewing including, without limitation, through the placement of an VHM advertisement. Placement of an VHM advertisement on an Affiliate Site or in an email with inappropriate content (including, but not limited to, use of alcohol, tobacco  or  illegal  substances;  nudity,  sex,  pornography, or adult-oriented content;  expletives  or  inappropriate  language;  content  promoting  illegal or unethical activity,  racism,  hate,  "spam,"  mail  fraud,  pyramid schemes, or  advice  not  permitted under  law; content that is libelous, defamatory, infringing, false, misleading, contrary to public policy, or otherwise unlawful; or any content which may bring VHM and/or its affiliated companies negative publicity, or any other content  deemed  inappropriate  by  VHM  in  its  sole  discretion) is expressly prohibited and will result in the immediate termination of Your Account, and You agree to forfeit any monies due to You.
9. RIGHTS TO MARKS. VHM grants You a non-exclusive, limited, revocable right to use the trademarks, banners, links, images and other material (“Materials”) provided to You by VHM or its Advertisers. You may not modify the Materials in any way without the express prior written consent of VHM. Without limiting any other provisions of these Terms and Conditions, You agree that Your failure to strictly abide by the terms of this Section 10 would result in significant damages to VHM and/or its Advertisers and You agree to compensate VHM or its Advertisers for any such damages. 
10. INDEMNIFICATION. To the fullest extent permitted by law, You agree to indemnify, defend and hold harmless VHM, and its partners, officers, directors, agents, employees, subsidiaries, affiliated companies, parents, successors and assigns, from any claim, demand, cause of action, debt or liability (including reasonable attorneys’ fees, expenses and court costs) arising from the following by You: (a) breach of these Terms and Conditions, by act or omission; or (b) failure to abide by all applicable laws, rules, regulations and orders. This indemnification provision shall survive completion, cancellation or termination of these Terms and Conditions and Your Account. SOME JURISDICTIONS EITHER DO NOT ALLOW OR PLACE RESTRICTIONS UPON THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TYPES OF AGREEMENTS, AND FOR THESE JURISDICTIONS, THE AFOREMENTIONED LIMITATION ON LIABILITY SHALL BE TO THE MAXIMUM DEGREE PERMITTED BY APPLICABLE LAW.
11. WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THIS WEB SITE AND VHM’S SERVICES ARE AT YOUR SOLE RISK. THIS WEB SITE AND VHM’S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, VHM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED BY LAW, CUSTOM OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VHM MAKES NO WARRANTY REGARDING ANY SERVICES PURCHASED OR OBTAINED THROUGH THIS WEB SITE OR ANY TRANSACTIONS ENTERED INTO BETWEEN VHM AND YOU. 
12. LIMITATIONS ON LIABILITY. UNDER NO CIRCUMSTANCES WILL VHM BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF VHM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, PROFITS OR DATA ARISING FROM BREACH OF THESE TERMS AND CONDITIONS, YOUR USE OF VHM’S SERVICES AND ANY INTERNET SITES REFERENCED IN THESE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, THIS WEB SITE), OR ARISING FROM ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS. IN NO EVENT SHALL VHM’S AGGREGATE LIABILITY ARISING OUT OF OR WITH RESPECT TO THESE TERMS AND CONDITIONS EXCEED THE TOTAL AMOUNTS PAID TO YOU UNDER, OR IN CONNECTION WITH, THESE TERMS AND CONDITIONS OR YOUR ACCOUNT.
13. INACCURACIES/TYPOS. VHM is not responsible for typos or misprints contained within this Web Site, and therefore, VHM reserves the right to correct typos, errors and descriptions as needed to maintain reasonably accurate information. Under no circumstances will VHM be liable for misquoted content.
14. • Referral commission will continue to be 3% of referred publishers’ revenue but will now expire after 6 months.
• Start date is the day first penny is earned, and expiration date is 6 months after first penny is earned.
• You must maintain a minimum revenue level of $2500 in your primary account on a monthly basis in order to receive any referral payouts for that month.
• If you earn less than $250 in any given month, you will not qualify for a referral payment that month. However, you will be eligible for any month thereafter, up to the 6 month cutoff date.
• $250 threshold must be for revenues that you have earned from regular offer promotion, not referred sales.
• You may not refer another account belonging to you.
• When the 6 month expiration date has ended, you cannot refer the same publisher again.
• Referral payments will be on net 60 terms
• Referral payments will be paid out to parent accounts, not children accounts
15. PAYMENT TERMS.  All payments generated during a calendar month during the term of these Terms and Conditions and Your Account shall be due and payable by the thirtieth (30th) day of the following month, except if the amount of payment due for any month is less than Twenty Five Dollars ($25), such amount will be carried forward to the next month. Provided however, You acknowledge and understand that VHM’s obligation of any payment to You is contingent upon VHM’s receipt of full payment from its Advertiser(s).  Further, You agree that VHM will not be liable for compensation to You unless and until VHM receives payment from its Advertiser(s). If VHM is unable to collect payment from its Advertiser(s) after one hundred and twenty (120) days after the date of the invoice to such Advertiser(s), You agree to pursue payment with such Advertiser(s) directly and to release VHM from any and all further obligations with respect to the related amounts owed to You from VHM. In such cases, VHM shall provide commercially reasonable efforts to assist You to seek an amicable payment resolution with such Advertiser(s) or pursue any recourse legally available against such Advertiser(s), at Your sole expense.  
16. TERMINATION. Either VHM or You may terminate these Terms and Conditions or Your Account at any time, with or without cause, by giving prior written notice to the other party (such notice may be in the form of electronic notification). 
17. VIOLATION. If VHM, in its sole and absolute discretion, determines or suspects that You have (i) violated these Terms and Conditions, or (ii) committed fraud or any another illegal activity (whether or not related to these Terms and Conditions), Your Account will be terminated and any and all fees payable or owed to You by VHM will be forfeited. If You fraudulently add leads or clicks, or inflate leads or clicks, by any fraudulent traffic generation, You agree to forfeit any and all fees payable or owed to You by VHM and Your Account will be terminated immediately. VHM reserves the exclusive right, in its sole and absolute discretion, to determine if and when any such fraud exists. 
18. CONFIDENTIALITY. Unless otherwise required by law or court order, You agree to keep VHM’s Confidential Information, including, without limitation, these Terms and Conditions, information related to or contained in Your Account (including, but not limited to, Your compensation rates, product prices and names), VHM’s Advertisers and clients, marketing strategies, non-public financial and commercial information, and trade secrets, confidential and not disclose such information to any third party, including but not limited to, any competing affiliate network, advertising network, advertiser, or to the media. You agree to take all necessary action to protect the confidentiality of the Confidential Information and only disclose it to Your officers, directors, and employees who clearly need such access in order to fulfill any obligations hereunder. You agree to indemnify VHM against any and all losses, damages, claims, or expense (including attorneys’ fees) incurred or suffered by VHM as a result of Your breach of this provision. Notwithstanding the foregoing, You may disclose the terms of the relationship as required by law or court order or to their respective attorneys, financial and tax advisors, parent or affiliated companies.  
19. New York Law AND JURISDICTION. These Terms and Conditions will be governed by and construed under the laws of the State of New York and the United States without to conflicts of laws provisions thereof. All actions arising out of these Terms and Conditions shall be brought in the exclusive jurisdiction of the state or federal courts located in the New York City of New York. If the law of Your residence prohibits or limits Your use of VHM’s services or this Web Site, You agree to be responsible for complying with such laws and will indemnify VHM against any breach or violation of such laws.
20. ENFORCEABILITY; NO ASSIGNMENT. In the event any provision these Terms and Conditions are held to be unenforceable by a court of competent jurisdiction, such provision will be reformed only to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. These Terms and Conditions are personal to You and You agree not to transfer, delegate, or assign these Terms and Conditions, in whole or in part, or other benefits You may receive as an Affiliate, to anyone. Any attempt by You to assign or delegate these Terms and Conditions or Your benefits received as an Affiliate shall be null and void. VHM may assign these Terms and Conditions at its sole discretion. VHM’s failure to strictly enforce performance of any provision of these Terms and Conditions will not constitute a waiver of any right to subsequently enforce such provision or any other provision of these Terms and Conditions. 
21. ENTIRE AGREEMENT. These Terms and Conditions, VHM’s Privacy Policy and other terms, conditions and policies VHM may post on this Web Site shall constitute the entire agreement between VHM and You in connection with Your use of VHM’s services and this Web Site, and shall supersede and replace any and all other existing agreements (whether written, oral or otherwise) between the parties regarding the subject matter contained herein, unless otherwise agreed to in writing between the parties which must explicitly state that such writing supersedes these Terms and Conditions. These Terms and Conditions, VHM’s Privacy Policy and other terms, conditions and policies VHM may post on this Web Site shall be read to be mutually consistent wherever possible. In the event of any conflict, this Agreement and the Privacy Policy will control over the Web Site. No failure of either party to exercise or enforce any of its rights under these Terms and Conditions will act as a waiver of such rights.
22. MODIFICATION.  VHM may modify any of these Terms and Conditions at any time and in its sole discretion by posting a change notice or new Terms and Conditions on this Web Site. Modifications may include, without limitation, changes in the scope of available fees, fee schedules, and payment procedures. If any modification is unacceptable to You, Your sole recourse is to terminate these Terms and Conditions by promptly notifying VHM in writing and immediately cease using this Web Site and Your Account, and cease using Materials obtained from VHM. Your continued use of VHM’s services or this Web Site following the posting of a change notice or new Terms and Conditions on this Web Site shall constitute Your binding acceptance of any such changes.
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