Affiliate Program Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND INET-TRAFFIC, INC. ("Inet-Traffic") BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

All members of the Inet-Traffic Affiliate program are required to agree to the following Terms and Conditions. Anyone determined by Inet-Traffic to have violated these terms and conditions is subject to dismissal from the Inet-Traffic Affiliate program. Dismissal relieves Inet-Traffic from any obligation to record and award affiliate earnings.

Overview

This Agreement contains the complete terms and conditions that apply to your participation to in the Inet-Traffic Affiliate Program. All uses in this agreement of the words "Inet-Traffic", "we", "us" or "our" refers to Inet-Traffic, Inc., a Florida corporation with its principal place of business at 1901 Harrison St. Suite 206, Hollywood, FL 33020. All uses of the words "Applicant", and "you" refers to you, the Applicant. Member means an applicant who has completed the application packet and has been accepted by Inet-Traffic into the Inet-Traffic Affiliate Program. "Your site" means the site on the World Wide Web which you specify in your application packet and which you own. The Inet-Traffic site means http://www.Inet-Traffic.com.

• DO NOT SPAM! Or your account will be deleted and you will not get paid!
  

Enrollment into the Program

To enroll, you must complete and submit the online application. You will be immediately accepted into the program so you can start referring new members right away. We may reject your application at our sole discretion. Unsuitable sites include but are not limited to sites that:

Are under construction and are not accessible.
Promote violence.
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Promote illegal activities.
Violate intellectual property rights or violate any local, state, federal or other law or regulation.
Contain any libelous, defamatory or disparaging materials.
Contain little or no original content.

If we reject your application, you are welcome to re-apply to the Affiliate Program at any time.

Links and Graphics

As a member of the Inet-Traffic Affiliate Program, you will have access to the Affiliates Command Center, located at http://Inet-Traffic.com/affiliates/. At this site you will be able to download HTML code (that provides links to web pages within the Inet-Traffic web site) and graphics that we have made available for use in your web site. You are only allowed to link to those specific web pages that we designate in the HTML code. Plus, in order for us to accurately keep track of guest visits from your site to ours, you must use the HTML code that we provide. You may enhance the code by adding your own graphics and text as long as it accuratly describes Inet-Traffic and Inet-Traffic services.

Additionally, only Inet-Traffic's HTML forms may be used for registration and login to the Inet-Traffic service. Inet-Traffic reserves the right, at any time, to review your placement and require that you change the placement or use to comply with the guidelines provided. Subject to the terms of this Agreement, we grant you a non-exclusive, non-sub licensable right to display and host Affiliates Links provided to you under this Agreement solely so that you may link to the Inet-Traffic Site as described herein.

You may use the Inet-Traffic Trademark, links and images solely for the purpose authorized by Inet-Traffic. You may not modify the Inet-Traffic Trademark, links and images.

Responsibility for Your Site

You will be responsible for the content, style, and placement of the links. You may not alter banners, buttons, graphics or text links (collectively "Marks"). We provide access to a toolkit with an HTML generator. You must use the generator to create your links in order to meet the criteria in the operating agreement. You agree to fully cooperate with us in order to establish and maintain any links between the Inet-Traffic site and your site. You also agree that those graphic images that you display pertaining to Inet-Traffic, for use as a link or otherwise, will only be graphic images that we provide to you from the Affiliate Command Center. If we update those graphics, you agree to replace our old graphics with the new ones.

New graphical standards will be posted in the Membership Agreement from time to time. It is your responsibility as the Affiliate Member to ensure that all changes to the Membership Agreement are adhered to. You will be solely responsible for the development, operation, and maintenance of Your Site and related equipment and for all materials and content that appears on Your Site.
You are also responsible for the following:
The technical operation of your site and all related equipment.
The accuracy and appropriateness of all materials posted on Your Site according to the standards set forth in part 2 of this Agreement.
Insuring that materials posted on Your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights).
Insuring that materials posted on Your Site are not libelous or otherwise illegal.

We disclaim all liability for these matters. Further, you agree to indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to or arising out of your responsibilities stated in this Agreement, including without limitation the development, operation, maintenance, of Your Site and the related equipment, materials and content on Your Site.
Except as provided herein, you agree that you have no rights, title or interest in or to the Marks, the message, or other images. You agree not to apply for registration of any of the Marks (or any mark similar there to) anywhere around the world. You agree that you will not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and or reputation of any Inet-Traffic Mark. Members acknowledge and agree that their web site information (name, URL, traffic counts, etc.) may be used by Inet-Traffic. Possible uses include (but are not limited to) lists of the busiest sites, lists of member sites, etc. Members agree to allow Inet-Traffic to use screen shots of any web page that contains the Inet-Traffic HTML code in Inet-Traffic promotional materials. Anyone found in deliberate violation of these terms and conditions is subject to expulsion from the Affiliates Program.
Affiliate shall be responsible for all taxes including, without limitation, sales, use, property, excise, value added and gross receipts levied on or with respect to this Agreement, except taxes based on Inet-Traffic's net income.

Referral Fees, Fee Schedule and Fee Payment

We will pay you Referral Fees on a monthly basis. However, if the Referral Fees payable to you for any calendar month are less than $50.00, we will hold these Referral Fees until the total amount due is at least $50.00 or (if earlier) until this Agreement is terminated.

Any Customers who link to the Inet-Traffic Site from an Affiliates link and register with the Inet-Traffic Service will be deemed to be customers of Inet-Traffic, and accordingly, all Inet-Traffic rules, policies, and operating procedures will apply to those customers. Inet-Traffic, at its sole discretion, may change our rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.

Fraud

If Inet-Traffic determines in its sole discretion that you are using the Inet-Traffic Affiliate program in a fraudulent manner, Inet-Traffic reserves the right to refuse payment for any members sent to us via your site. For the purposes of this agreement "fraudulent manner" includes, but is not limited to, the following actions:
1) instructing people to fill out the registration form with false information or for purposes other than obtaining a free Inet-Traffic account;
2) submitting registrations using false e-mail addresses;
3) submitting registrations using e-mail addresses belonging to other people or multiple e-mail addresses that belong to only one person;
4) your Affiliate Link is placed within the “Hotline Server” or similar community, or on a site that is advertised within the "Hotline Server" or similar community;
5) your Affiliate Link generates several clickthroughs from the same I.P. address;
6) your Affiliate Link generates abnormally high clickthrough and/or conversion rates;
7) your affiliate is associated with objectionable material; or
8) any other activity that Inet-Traffic determines, in its sole discretion, to be fraudulent. In order to determine fraudulent use, Inet-Traffic will consider the content of your site, your marketing tactics, or any other information that Inet-Traffic deems appropriate.

Reporting

You will be given a password so that you may enter our secure site, Affiliates Command Center located at http://Inet-Traffic.com/affiliates/ From this site you will receive your sales statistics, reports, and other information, as well as the graphics and HTML code that enable you to create links from your web site to ours. The sales statistics will be updated on a daily basis.

Promotion & Publicity

You are welcome to promote your own web sites, but naturally any promotion that mentions the Inet-Traffic Site or any Inet-Traffic service, could be perceived by the public or the press as a joint effort.

As such, certain forms of advertising are always prohibited by Inet-Traffic. For example, advertising commonly referred to as "spamming" is prohibited by Inet-Traffic. Other generally prohibited forms of advertising include the use of unsolicited commercial e-mail (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return e-mail address.
We require written consent for any promotion that mentions the Inet-Traffic Site, Inet-Traffic or any Inet-Traffic service. However, subject to your obtaining our written consent, we generally approve mailings to customers to promote Inet-Traffic services so long as the recipient of the mailing is already a customer or subscriber of your services, and recipients have the option to remove themselves from future mailings. Also, newsgroups postings to promote Inet-Traffic services are generally approved by Inet-Traffic so long as the news group specifically welcomes commercial messages. In all cases, you must always clearly represent yourself and your web sites as independent from Inet-Traffic.
You grant to us a non-exclusive license to use your names, titles, and logos to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Terms and Termination

The terms of this Agreement will begin upon our acceptance of your Program application packet and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party five (5) days written notice of termination. You have seven (7) days from day of termination to remove all Your Links relating to this Agreement from Your Site. You are only eligible to earn referral fees on Qualifying Registrations occurring during the term of this Agreement. Your final payment will be distributed to you forty-five (45) days after the end of calendar quarter in which this Agreement has been terminated.
Inet-Traffic reserves the right to terminate this Agreement with no notice to you if we determine that your use of our Affiliates program is for fraudulent purposes as described in Section 6.
Upon termination of this Agreement by either party you shall immediately cease your use of all Marks and offering access to Inet-Traffic.

Relationship of Parties

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Inet-Traffic. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.

Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with the execution, operation or performance of this Agreement or the operation of the Program, regardless of whether we were informed or had direct or imputed knowledge of the possibility of such damages or loss in advance.

Further, our aggregate liability arising with respect to the execution, operation or performance of this Agreement or the operation of the Program will not exceed the total referral fees paid or payable to you under to this Agreement. This Section 10 in no way limits Inet-Traffic's recovery of indirect, special or consequential damages from you, the Affiliate, for your breach of any section of this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any services sold through the Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Inet-Traffic site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous