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Terms of Agreement 1. Agreement a.) By completing and sending in our Publisher's / Affiliate ’s application form, you are agreeing to enter into a legal agreement with KeywordSpy, which contains all of the terms and conditions below and governs your participation in KeywordSpy’s Affiliate Program. b.) The purpose of this agreement is to allow HTML linking between your site and the KeywordSpy's site. 2. Statement of Investigation a.) You acknowledge that you have read this agreement and agree to all of its terms and conditions. b.) You acknowledge that you have independently evaluated the desirability of participating in KeywordSpy’s Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement. 3. Application to the KeywordSpy’s Affiliate Program a.) To begin the application process, you must submit a complete Affiliate Program application. KeywordSpy will evaluate your application in good faith and will notify you in a timely manner regarding acceptance or rejection of your application. b.) KeywordSpy may reject your application if it determines (in its sole discretion) that your site is unsuitable for the KeywordSpy’s Affiliate Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way competitive, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable. c.) If KeywordSpy rejects your application, you may reapply at any time, and KeywordSpy will reconsider the application. 4. No Spamming a.) Promoting KeywordSpy via unsolicited email is strictly prohibited, and affiliate agrees to not reference KeywordSpy in any way, shape, or form, in any e-mail that affiliate sends in which the recipient has not specifically asked to receive it. b.) In the case of mailings which are conducted by a third party on affiliates behalf, affiliate assumes full responsibility and is advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, affiliate may not link to KeywordSpy from any URL that is promoted via unsolicited e-mail. c.) Affiliate may not advertise or reference KeywordSpy via USENET newsgroup postings in any way, shape, or form. d.) Affiliate agrees that KeywordSpy will terminate this agreement and withhold all fees or payment due if affiliate is found in violation of this policy. 5. Linking Your Site to KeywordSpy/Limited License Grant a.) As an affiliate site, we will make available to you banner advertisements, button links, or text links to the KeywordSpy site, trademarks, service marks, trade names, logo and words identifying, which, subject to the terms and conditions hereof, you may display on your site. b.) In utilizing the links, you agree that you will cooperate fully with KeywordSpy in order to establish and maintain such links. c.) All affiliates shall display such links prominently throughout the affiliate site as approved by KeywordSpy in writing. A link may only be modified and/or expanded with KeywordSpy’s prior written consent. d.) KeywordSpy has the right in its sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this agreement. You also agree that you will substitute such images with any new images provided by KeywordSpy from time to time throughout the term of this agreement. e.) Subject to the terms and conditions of this agreement, KeywordSpy grants you a limited, non-exclusive, non-assignable, non-transferable, royalty-free license (without the right to sublicense) to (1) place links on the affiliate site during the term of this agreement; and (2) to use the KeywordSpy marks as incorporated into the links, for the sole purpose of linking to the KeywordSpy site. 6. Ownership of Links and KeywordSpy Marks a.) You acknowledge that all right, title and interest in the links and the KeywordSpy marks are exclusively owned by KeywordSpy and/or its licensors, and that no right other than the limited license granted herein is provided to you. b.) You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the links or the KeywordSpy marks or in any element, derivation, adaptation, variation or name thereof. c.) You agree that your use of the links and the KeywordSpy marks incorporated therein inures to the benefit of KeywordSpy. d.) All goodwill or reputation in the links and the KeywordSpy marks shall automatically vest in KeywordSpy when the links are used by you pursuant to this agreement. e.) You shall not contest the validity of any of the KeywordSpy marks or KeywordSpy 's exclusive ownership of them. f.) During the term of this agreement, you shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the KeywordSpy marks, or any word or mark confusingly similar to them in any jurisdiction. 7. Obligations Regarding Your Site a.) You are solely responsible for the development, operation, and maintenance of your site and for all materials and content that appear on your site. KeywordSpy will not be responsible for and disclaims all liability for any of the foregoing. b.) You agree to indemnify and hold KeywordSpy harmless from all damages, claims, fees (including attorneys' fees), and expenses arising from or relating to the development, operation, or maintenance of your site and any content displayed on your site including but not limited to any claim that content displayed on your site infringes or misappropriates any intellectual property right of a third party. Term of the Agreement a.) The term of this agreement begins upon KeywordSpy's acceptance of your application for the affiliate program, and ends when terminated by either party in accordance with this agreement. b.) Either you or KeywordSpy may terminate this agreement at any time, for any reason or no reason, by giving the other party written notice of termination. Within 24 hours after termination (whether by you or KeywordSpy), you must remove the KeywordSpy links and any other KeywordSpy marks from your site and you must destroy or erase from computer memory or any other storage device any items you might have that contain KeywordSpy links, KeywordSpy marks or KeywordSpy confidential information. 9. Modification a.) KeywordSpy may modify any of the terms and conditions contained in this agreement and will notify you of the modification via email, and a change notice will be posted on the KeywordSpy site from which you retrieve the reports or other information made available by KeywordSpy. b.) If a modification is unacceptable, you may terminate this agreement by giving notice of termination to KeywordSpy. If you do not give KeywordSpy a notice of termination, then you will be deemed to have accepted the modifications. 10. Relationship of the Parties a.) You and KeywordSpy are independent contractors, and nothing in this agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and KeywordSpy. b.) You understand that you do not have authority to make or accept any offers or make any representations on behalf of KeywordSpy. You may not make any statement, whether on your Site or otherwise, that would contradict anything in this section. 11. Confidentiality a.) During the term of this agreement, you may have access to certain confidential information of KeywordSpy. You agree not to disclose any confidential information to any third parties without the express prior written consent of KeywordSpy; not to use any confidential information for any purposes except carrying out your rights and responsibilities under this agreement; and to keep the confidential information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. b.) For purposes of this agreement, "Confidential Information" means, any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of KeywordSpy (including, but not limited to, marketing plans, customer lists and product data) excluding any such information which at the relevant time (i) is known to the public (through no act or omission of the affiliate in violation of this agreement), (ii) is lawfully acquired by the affiliate from an independent source having no obligation to KeywordSpy maintain the confidentiality of such information or (iii) was known to the affiliate prior to its disclosure under this agreement. 12. Disclaimers EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, KEYWORDSPY MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE PROGRAM, THE LINKS, TRADEMARKS, THE KEYWORDSPY SITES, THE KEYWORDSPY SERVICE, AND ANY OTHER SERVICE PROVIDED BY KEYWORDSPY HEREUNDER, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR TRADE USAGE. KEYWORDSPY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE KEYWORDSPY SITE. You understand that the operation and/or use of the links or the KeywordSpy site may not be uninterrupted or error free, and may have errors or omissions. You agree that KeywordSpy will not be liable for any interruptions or errors in using the link. 13. Limitation of Liability KEYWORDSPY WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LINKS, THE KEYWORDSPY SERVICE OR KEYWORDSPY'S AFFILIATE PROGRAM, EVEN IF KEYWORDSPY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS.