Filling out this form constitutes an agreement between Bristol Interactive, LLC (dba Kitara Media) (“The Company”) and the Network, Affiliate, Partner, Web Site (“Publisher”).

1. Website Content and Prohibited Conduct
1.1 Prohibited Content
All publishers must meet the following criteria:

1. Publisher’s site must be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of the company’s Advertisers;
2. Publisher cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.;
3. Publisher will not Intentionally place Creatives on blank web pages or on web pages with no content;
4. Publisher’s site should be fully functional at all levels; no "under construction" sites or sections;
5. Publisher’s site content and/or newsletter cannot contain any adult content or link from, or to, any adult materials;
6. Publisher cannot place the company’s advertisements into a framed environment, unless approved by the company in writing;
7. Publisher’s web site and/or newsletter cannot be 'point, lottery, or rewards' based encouraging users to click on the company’s Advertisers banners or use the company’s Advertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from the company;
8. Publisher may NOT place any of the company’s advertisements on alternative publishers without written consent and approval from the company;
9. Publisher will not place advertisement on illegal web sites (not approved by RIAA) including but not limiting to Bit-Torrent sites, P2P and/or Spyware or malicious code of any sort and/or alternatively questionable areas.

In case where advertisements are placed in such prohibited locations, the company reserves the right to withhold payment for the entire campaign and/or submit an immediate legal action against the publisher.

1.2 Prohibited Conduct
Publisher agrees not to carry objectionable materials on their web site which would revoke their affiliation as determined by the company. Publisher will only run approved banners and text on their site/s and will NOT create their own banners or advertising text, unless expressly approved in writing from the company. Violation of this forfeits your payment.

If you fraudulently generate impressions, add leads or clicks, or inflate impressions, leads or clicks by fraudulent traffic generation (as determined solely by the company, you will forfeit your entire payment for all traffic generated and your account will be terminated. The company reserves sole judgment in determining fraud and you agree to this clause.

It is the OBLIGATION of the publisher to prove to the company that they are NOT committing fraud. The company will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system.

Publisher WILL NOT spam or send unsolicited email mentioning or promoting the Publisher advertising ads or text. Any violation of this will result in the Publisher being liable for damages as deemed by a court of law.

Editing of an Advertiser's ads, images or copy is strictly prohibited. Publisher will only use approved banners and text.

2. Termination
The company reserves the right to terminate any Publisher's contract for any reason whatsoever. Termination notice will be provided via e-mail and will be effective based on termination clause. All legitimate moneys due to Publisher will be paid during the next billing cycle. If Publisher defrauds the system, then payment is revoked as determined solely by the company.

3. Representations and Warranties
You guarantee that all content, products, and services on your web site are legal to distribute and that you own or have the legal right to use any and all copyrighted material.

Publisher irrevocably covenants, promises and agrees to indemnify the company and to hold the company harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from member's web pages.

If any Publisher violates or refuses to take part in their responsibilities, or commits fraudulent activity against us, the company reserves the right to withhold payment and take appropriate legal action to cover its damages.

You agree to settle any dispute under this agreement under the laws of the Commonwealth of St Thomas, US Virgin Islands. Any legal action taken by an advertiser, agency, client, person, or entity against the company for actions of you (the publisher) that violate these terms and conditions, you accept that the company will work with the advertiser, agency, client, person, or entity to divulge your personal information. You also agree that the company is not liable for your actions, and you will bear all costs (legal or otherwise) that the company incurs if the company is sued by advertiser, client, agency, person, or entity.

If any provision of this agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby.

No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of Company. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Company and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

4. Payment

Publishers will be paid within 30 days from the last business day of each month in which earnings are accrued, unless specified otherwise in this agreement. Publishers will be paid at the account level. All accounts will be settled in US dollars ($US). No payments will be issued for any amount less than $75US (Minimum Payment Threshold). All unpaid earnings will rollover to the next pay period. Any Publisher account that goes unpaid for six months becomes subject to immediate payoff.

As a condition to Company’s obligation to make payments hereunder to Publisher, Publisher must have on file with Company a completed and accurate W-9 (for US-based Publishers) or a completed and accurate W-8 (for non-US-based Publishers). Publisher payments will be withheld until the appropriate taxation documents are received by Company.

Company reserves the absolute right to withhold payment from accounts or Publishers that violate any of the terms and conditions set forth herein. Company will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate this Agreement.

Final payments are reported to publisher based on billed numbers by the 15th of the following activity month. All reported numbers, for the purposes of billing and general delivery, are based the company’s server reports, unless it mentioned elsewhere in this agreement. 

5. Reward Program Conditions

To ensure you receive credit for your Rewards transactions, please provide your Rewards number when you redeem your points. The company may, in its discretion, change its Rewards program rules, regulations, and special offers for any reason at any time with or without notice. This means that the accumulation of points towards Rewards does not entitle members to any vested rights with respect to such points, rewards or program benefits. In accumulating points, members may not rely upon the continued availability of any reward, and members may not be able to obtain all offered rewards. Any reward may be withdrawn or subject to increased requirements or new restrictions at any time. The company may, among other things, (i) withdraw, limit, modify, or cancel any reward; (ii) change program benefits, participant affiliations, conditions of participation, rules for earning, redeeming, retaining or forfeiting points, or rules for the use of rewards; or (iii) restrict the continued availability of rewards or special offers. The company may make any one or more of these changes at any time even though such changes may affect your ability to use the points or rewards that you have already accumulated. The company reserves the right to end the Rewards program at any time.  The company is not responsible for products and services offered by other participating companies.
 
Rewards members must have point’s activity once every 12 months in order to retain their points. If your account has no qualifying activity in any 12-month period, all points in the account will expire. Each qualifying activity extends the expiration date of all unexpired points in your account for 12 months from the date of the qualifying activity. Qualifying activity is defined as earning points for any of the qualifying event detailed on your account. Any points accumulated by fraudulent means as determined by the company in its sole discretion will not be valid, and any associated payment to publisher will be cancelled.

Reward points will be credited only to the account of the Rewards member who registers for and maintains active membership in the program.

Except as otherwise explained below, points are not transferable and may not be combined among Rewards members, their estates, successors and assigns. Accrued points and rewards do not constitute property of the member. Neither points, nor rewards are transferable by the member (i) upon death, (ii) as part of a domestic relations matter, or (iii) otherwise by operation of law. However, the company, in its sole discretion, may credit accrued points to persons specifically identified in court approved divorce decrees and wills upon receipt of documentation satisfactory to the company and upon payment of any applicable fees.

The company Rewards program and points accrual eligibility are subject to change or cancellation at any time, for any reason, with or without notice and without liability.