ValueClick

The ValueClick Network offers representation to high quality Internet websites. Only websites that are professionally designed and include useful content will be accepted as Hosts. Not all websites are accepted into the network. Those sites that are accepted are entering into a business relationship with ValueClick and are agreeing to the terms and conditions set forth herein.

Payment Conditions

Click-throughs: The ValueClick network has been designed to utilize the cost-per-click (CPC) advertising model.Hosts are paid only when a unique visitor on their website clicks through to an advertiser's website. The amount paid per click-through is based upon the Host's traffic level at the end of each month.

Unique Visitors: A "unique visitor" is defined as a maximum of one visit from any IP address, per six-hour period, to an individual advertiser's website. Host sites will be paid for unique visitors only.

Payment Period: ValueClick pays its hosts for two pay periods each month. Once for clicks credited to each host's account during the first 15 days of the month and again for clicks credited to each host's account from the 16th day of each month through the last day of the month. On the last day of each pay period, ValueClick will total all accumulated click-throughs for Hosts. An e-mail message will be automatically sent to each Host that is due payment in that pay period, notifying the Host of the amount of the check to be sent. Checks will be processed and sent via traditional mail within ten business days.

Frequency of Payments: All Hosts are paid no more than twice a month. No checks will be disbursed for an amount less than $30. If the money owed to the Host is less than $30, the amount will be added to the next pay period's total.

Payment Limit: Once approved, Hosts are automatically qualified to receive up to $5,000 per month in payments. If a Host feels that their site may generate in excess of $5,000 in a single month, that Host may contact help@valueclick.com to arrange a payment limit increase.

ValueClick reserves the right to withhold payment to any Host site that exhibits questionable click-through activity.ValueClick has developed a multi-tiered system to monitor all Hosts and highlight those with questionable activity.

Banner Ad Space Location: While displaying an advertiser's banner as the sole banner on the upper third of each page is preferred and has been proven to increase click-through rates, Hosts may decide on the placement of banners within their site. However, the ValueClick banner may not be grouped together with more than three full-sized banners on the same page. The ValueClick banner may not be placed on pages that contain no content, or on websites/domains that have not been approved by ValueClick Host Services.

Exclusion of banners: Hosts cannot choose to select individual advertisers. However, each Host has access to an online tool that allows for the exclusion of any banner which a Host may deem somehow inappropriate for their particular site.

Multiple Pages: Hosts may place the ValueClick code on all appropriate pages within an approved website/domain.

Code Integrity: Hosts may not alter ValueClick code except for placement purposes.

Banner Statements: Making statements near advertiser's banners requesting that visitors "click" on the banner is not allowed. Hosts may only use one of the following terms verbatim:

	Click here to visit our sponsor
	Please support our sponsor
	To visit our sponsor, click here
	Please visit our advertiser

Approved Websites: Hosts agree to place banner code only on websites that have been pre-approved by ValueClick. Hosts can add websites/domains to their account by submitting an application after logging into the Account Management System.

Fraudulent Activity

ValueClick has developed the most advanced anti-fraud system in existence. Hosts applying to join the network with the intent to generate fraudulent click-throughs should be advised that the system will detect and document all fraudulent activity. Fraud may result in non-payment, removal from the network, and/or additional legal action. ValueClick reserves the right to require Hosts to provide server log files upon request.

Automated and forced click-throughs: Autospawning of browsers, automatic redirecting of users, or any other technique of generating "automated" click-throughs is strictly prohibited. It is also prohibited to require users to click on the advertiser's banner before entering any area of a website, or to provide incentives of any kind to induce or require users to click on advertiser's banners.

SPAM: Hosts may not use unsolicited e-mail or inappropriate newsgroup postings to promote a website. Hosts may not encourage visitors to click on the advertisers' banners in any way including e-mail, newsgroup postings, and/or chat sites.

Terms

Right of Refusal: ValueClick reserves the right to deactivate a Host's account at any time for activity or site content deemed inappropriate, based on the sole discretion of ValueClick's staff. Any of the following conditions may result in deactivation of a Host's account. Restrictions include, but are not limited to:

	Minimum of 15,000 impressions per month
	Sexual content (nudity, eroticism)
	Profanity
	Hate speech or references
	References to software piracy ('warez', 'cracking', etc.)
	References to 'hacking' or 'phreaking', etc.
	Potentially illegal MP3 files
	Any illegal activity of any kind
	Personal web pages
	Non-English language web pages
	Free web pages (GeoCities, Xoom, Tripod, Talk City, etc.)

ValueClick constantly monitors the content of Host sites to assure compliance.

Single Account: Any person, company, or affiliated group may have only one account.However, each account may cover multiple websites/domains. All activity for a given account will be consolidated into one report.

Cancellation: ValueClick reserves the right to deactivate a Host's account at any time effective immediately upon sending an electronic message to the e-mail address provided by that Host.

Content Copyright: Hosts guarantee that all content on their site is legal to distribute and that they own or have the legal right to use any and all copyrighted material.

Automatic Renewal: This contract shall be automatically renewed for successive periods and may be canceled immediately by either party at any time by notification in writing via e-mail. To cancel an account please e-mail help@valueclick.com.

Indemnification: Hosts agree to indemnify and hold ValueClick harmless from and against any and all claims, demands, liabilities, expenses, losses, damages or attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from a Host's or advertiser's web pages.

Modifications: ValueClick reserves the right to change the Host terms and conditions at any time. Hosts are responsible for complying with any new rules posted here within 10 days of the date changes are posted. Hosts should contact help@valueclick.com with questions about the interpretation of any terms set forth in this agreement. For special circumstances, modifications to these rules may be made if approved via e-mail from an authorized ValueClick representative. Modification requests should be directed to help@valueclick.com.

Case of dispute: Hosts agree to settle any/all dispute(s) under this agreement via binding arbitration in Santa Barbara, California.

ALL HOSTS MUST COMPLY COMPLETELY WITH ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. VALUECLICK RESERVES THE RIGHT TO WITHOLD PAYMENT FROM ANY HOST THAT VIOLATES ANY OF THESE TERMS.

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