• Advertiser Terms
• Publisher Terms
• Affiliate Agreement
• Privacy Policy
• Content Policy
• Product Policy

AFFILIATE NETWORK TERMS FOR ADVERTISERS

Netpartner Limited (“Netpartner”) operates an online affiliate network (“Netpartner Affiliate Network”) that is accessible to participants (“Network Participants”) through Netpartner’s web site located at www.netpartner.com (“Netpartner Website”). Certain Network Participants are online merchants of goods and services that may offer opportunities for other Network Participants to earn compensation in exchange for promoting such merchants online. Other Network Participants, referred to as “Publishers,” control space on web pages, email messages, software applications or other properties and may take advantage of Affiliate Opportunities by displaying advertising materials on such space.

The terms and conditions set forth below (these “Advertiser Terms”) apply to each Advertiser. By using or accessing the Netpartner Affiliate Network or Netpartner Website, each Advertiser agrees to be bound by these Advertiser Terms. Netpartner reserves the right to revise these Advertiser Terms at any time, and any such revisions will be effective seven (7) days after Netpartner notifies Advertiser of such revisions in an email message send to the administrative email address entered into by Advertiser in its user profile on the Netpartner Website. If Advertiser does not agree to any such revisions, Advertiser must terminate its account on the Netpartner Website and all of its activities in connection with the Netpartner Affiliate Network prior to the end of such seven (7) day period. Failure to do so will constitute Advertiser’s binding and legally enforceable acceptance of such revisions.

1. NETWORK PARTICIPATION REQUIREMENTS

1. Requirements for Individuals. If Advertiser is an individual, Advertiser represents that he or she is (a) at least eighteen (18) years of age and (b) of legal age to agree to these Advertiser Terms. No individual who fails to meet one or both of the foregoing requirements may participate in the Netpartner Affiliate Network or use the Netpartner Website.

2. Usernames and Passwords. Upon Advertiser’s successful registration on the Netpartner Website, Advertiser will receive an account (“Account”), and Advertiser may be provided with a username (“Username”) and password (“Password”) to be used to log into the Netpartner Website. Advertiser will be fully responsible for maintaining the confidentiality of its Username and Password, and Advertiser will not disclose its Username or Password to any persons other than its employees and other agents. If Advertiser learns or otherwise suspects that its Password has been disclosed to any individual who is not an employee or other agent of Advertiser, Advertiser will promptly change such Password and immediately notify Netpartner. Advertiser will be fully responsible for any and all activities on the Netpartner Website conducted by any persons using its Username, whether or not Advertiser authorized such activities, and Advertiser authorizes Netpartner to carry out all transactions that are initiated through the use of its Username. Netpartner reserves the right to require Advertiser to change its Username and Password at any time.

2. AFFILIATE OPPORTUNITIES

1. Insertion Orders. With respect to each affiliate opportunity that Advertiser wishes to offer to Publishers through the Netpartner Affiliate Network, Advertiser will submit to Netpartner an insertion order setting forth the amounts payable by Advertiser to Netpartner (including amounts to be paid to Publishers through Netpartner, and commissions to be retained by Netpartner) in connection with such Affiliate Opportunity. If Advertiser, in its sole discretion, accepts such insertion order in writing, such insertion order will be deemed to be an “Insertion Order,” and such affiliate opportunity will be deemed an “Affiliate Opportunity,” for the purposes of this Agreement.

2. Posting of Opportunities. Advertiser may use the Netpartner Website to offer Affiliate Opportunities to Publishers through the Netpartner Affiliate Network. Advertiser will post a description of each Affiliate Opportunity on the Netpartner Website (“Affiliate Opportunity Description”) that accurately describes all of the following:

1. the advertising materials that Advertiser provides to Publishers through the Netpartner Website for use with such Affiliate Opportunity (“Advertiser Materials”);

2. the websites operated by Advertiser to which such Advertiser Materials will be linked (“Advertiser Websites”);

3. the types of properties (e.g., web pages, email messages and/or software applications) controlled by Publishers (“Publisher Properties”) on which Publishers will be permitted to display such Advertiser Materials; and

4. the type of action that individuals who view such Advertiser Materials displayed on Publisher Properties (“Viewers”) must take (e.g., clicking on such Advertiser Materials, purchasing goods or services from Advertiser, or registering on Advertiser’s websites) to trigger Advertiser’s obligation to compensate Publishers for such Affiliate Opportunity (each such action, a “Compensable Transaction”), and the nature and amount of such compensation.

Advertiser will ensure that all contained in each Affiliate Opportunity Description (including the definition of a Compensable Transaction and the description of the compensation payable to Advertiser to Publishers for Compensable Transactions) will be consistent with the applicable Insertion Order.

3. Review and Approval of Publishers. If the Netpartner Website contains functionality that enables Advertiser to review, approve and reject applications from Publishers to participate in Affiliate Opportunities, then Advertiser may use such functionality. If the Netpartner Website does not contain such functionality, then each Publisher that applies to participate in an Affiliate Opportunity will be deemed approved by Advertiser for such Affiliate Opportunity upon Publisher’s submission of its application therefor. Netpartner may provide Advertiser with access to certain information provided by Publishers in their user profiles on the Netpartner Website (“Publisher Profile Information”). Netpartner will have no liability whatsoever in connection with any Publisher Profile Information. All Publisher Profile Information is made available to Advertiser on an “as is” basis, and Netpartner makes no representations or warranties with respect to any Publisher Profile Information, including with respect to the accuracy or completeness thereof. Netpartner will have no obligation or responsibility to verify the accuracy or completeness of any Publisher Profile Information.

4. Affiliate Agreements. Upon any Publisher being notified that it has been accepted or approved for an Affiliate Opportunity, Advertiser will be deemed to have entered into an affiliate agreement with such Publisher (“Affiliate Agreement”) covering such Affiliate Opportunity. The terms of each Affiliate Agreement will be Netpartner’s then-current Affiliate Program Terms and Conditions located at www.netpartner.com/affiliateagreement in effect at the time Advertiser and such Publisher are deemed to have entered into such Affiliate Agreement. If Advertiser does not agree to the application of any such terms and conditions to any Publisher’s participation in any Affiliate Opportunity, Advertiser will not offer such Affiliate Opportunity on the Netpartner Website or otherwise through the Netpartner Affiliate Network. By offering any Affiliate Opportunity on the Netpartner Website or otherwise through the Netpartner Affiliate Network, Advertiser is agreeing to enter into an Affiliate Agreement with each Publisher that participates in such Affiliate Opportunity. For avoidance of doubt, Netpartner will not be a party to any Affiliate Agreement and will have no obligation to enforce or monitor compliance with any of the terms and conditions of any Affiliate Agreement, or to resolve any disputes between Advertiser and any Publishers relating to or arising out of any Affiliate Agreements or Affiliate Opportunities.

5. Advertiser Profile Information. Advertiser acknowledges and agrees that Netpartner may make available to Publishers any and all information about Advertiser and Advertiser Websites provided by Advertiser in Advertiser’s user profile on the Netpartner Website (“Advertiser Profile Information”), and that Publishers may rely on such information in order to evaluate whether they wish to participate in Affiliate Opportunities. Advertiser will ensure that all Advertiser Profile Information will be accurate and complete at all times. Advertiser will immediately update its user profile on the Netpartner Website to reflect any changes to any Advertiser Profile Information. All Advertiser Profile Information will be subject to the Netpartner Privacy Policy viewable at www.netpartner.com/privacypolicy. Netpartner will have no obligation or responsibility to verify any Advertiser Profile Information. Advertiser acknowledges and agrees that Netpartner may use and rely on all Advertiser Profile Information, and that Netpartner will have no liability arising out of or related to Advertiser’s failure to keep Advertiser Profile Information accurate and complete at all times.

6. No Circumvention. Advertiser will not in any way bypass or circumvent, or attempt to bypass or circumvent, Netpartner or the Netpartner Affiliate Network in connection with any Affiliate Opportunity. Without limiting the generality of the foregoing, Advertiser will not enter into any linking or other promotional arrangement relating to any Affiliate Opportunity directly with any Publisher.

7. Termination/Suspension of Publishers. Advertiser acknowledges that any Publisher’s participation in the Netpartner Affiliate Network or any Affiliate Opportunity may be terminated or suspended at any time, with or without notice to Advertiser. Netpartner will have no obligation or liability to Advertiser in connection with any such termination or suspension.

8. No Netpartner Liability. Netpartner will have no liability for any acts or omissions of any Publishers or any other Network Participants. Without limiting the generality of the foregoing, Netpartner will have no liability in connection with any misuse of Advertiser Materials (as defined below) by any Publisher, or any failure by any Publisher to comply with any Affiliate Agreement.

3. ADVERTISER MATERIALS AND WEBSITES

1. Advertiser Materials. With respect to each Affiliate Opportunity offered by Advertiser, Advertiser will provide Netpartner with advertising materials containing textual and graphic content (“Advertiser Materials”) for Publishers to download from the Netpartner Website. Advertiser hereby grants to Netpartner a nonexclusive, worldwide right and license to distribute Advertiser Materials for each Affiliate Opportunity to Publishers that have been approved by Advertiser for such Affiliate Opportunity.

2. Advertiser Websites. Advertiser will link Advertiser Materials for any Affiliate Opportunity to Advertiser Websites identified in the Affiliate Opportunity Description (as may be modified by Advertiser as described in Section 2.1) for such Affiliate Opportunity, and not to any other websites.

3. Restrictions. Advertiser will not provide, link to, or otherwise make available on the Netpartner Website or otherwise in connection with the Netpartner Affiliate Network, any Advertiser Materials or Advertiser Websites that (a) promote any products or services that are designated as prohibited on Netpartner’s Products Policy viewable at www.netpartner.com/productpolicy, which may be revised by Netpartner from time to time, (b) contain any content that violates Netpartner’s Content Policy viewable at www.netpartner.com/contentpolicy, which may be revised by Netpartner from time to time, or (c) link to any website that promotes any such products or services or contains any such content. In addition, Advertiser will not make any reference to Netpartner, the Netpartner Affiliate Network or the Netpartner Website in any Advertiser Materials or on any Advertiser Website.

4. Potential Claims. If Advertiser becomes aware of any potential claim in connection with any Advertiser Materials or Advertiser Website, Advertiser will provide prompt written notice of such potential claim to Netpartner.

5. Links and Tracking Codes. Advertiser acknowledges and agrees that Netpartner uses transaction tracking codes and/or other mechanisms embedded in Advertiser Materials (collectively, “Tracking Codes”) to identify transactions resulting from clicks on Advertiser Materials. Advertiser will not, and will have no right, to (a) replace or otherwise remove any Links or Tracking Codes from any Advertiser Materials, (b) alter or otherwise modify any Links or Tracking Codes, or (c) disable, block, circumvent, redirect, intercept or otherwise interfere with any Links or Tracking Codes or any functionality thereof, including through the use of any cookie, device, program, robot, iframes, hidden frames or popup windows. Advertiser further acknowledges and agrees that Netpartner will have no liability if any Publishers, Viewers or other third parties engage in any of the actions described in subsections (a)-(c) above.

4. PAYMENTS

1. Advertiser Payments and Netpartner Commissions. With respect to each Affiliate Opportunity, Advertiser will pay Netpartner, in accordance with the payment terms set forth in the corresponding Insertion Order:

1. the amounts payable to Publishers for Compensable Transactions relating to such Affiliate Opportunity, as set forth in such Insertion Order, together with any applicable taxes (collectively, “Advertiser Payments”); and

2. the Netpartner commissions set forth in such Insertion Order (“Netpartner Commissions”).

All Advertiser Payments and Netpartner Commissions will be calculated based upon tracking and reporting provided by Netpartner.

2. Chargebacks. Unless otherwise stated in the applicable Insertion Order, Advertiser may request to Netpartner in writing a chargeback for any Compensable Transaction, no later than two (2) days after the occurrence of such Compensable Transaction, based on (a) the return of any product or service that was the subject of such Compensable Transaction, (b) a duplicate entry for such Compensable Transaction, or (c) any other clear bona fide error relating to such Compensable Transaction. Except as set forth in the foregoing sentence, Advertiser will not be entitled to receive any chargebacks, adjustments, credits or refunds with respect to any Advertiser Payments or Netpartner Commissions.

3. Reports. Within thirty (30) days of the end of each calendar quarter, or at any other times set forth in the applicable Insertion Order, Advertiser will provide Netpartner with an accurate and complete report for each Affiliate Opportunity that contains all of the following information: (a) the number of Viewers who clicked on any Advertiser Materials for such Affiliate Opportunity (“Referred Viewers”) during such month; (b) the number of Referred Viewers who engaged in Compensable Transactions relating to such Affiliate Opportunity during such month; (c) with respect to each such Compensable Transaction, the date of such Compensable Transaction, the Publisher ID number associated with such Compensable Transaction, and all information applicable to the calculation of the Advertiser Payment for such Compensable Transaction; and (d) the number of such Referred Viewers who did not engage in Compensable Transactions during such month.

4. Taxes. Advertiser will be solely responsible for any and all taxes, duties and levies imposed by foreign, federal, state and local tax authorities arising from or in connection with any Advertiser Payments, Netpartner Commissions or Affiliate Opportunities, or any other aspects of Advertiser’s participation use of the Netpartner Affiliate Network or the Netpartner Website (collectively, “Taxes”). All amounts payable hereunder by Advertiser will be paid without deduction or withholding for or on account of any Taxes.

5. Offsets. Netpartner may offset any amounts payable by Advertiser to Netpartner (whether or not pursuant to these Advertiser Terms) against any amounts payable by Netpartner to Advertiser.

6. Late Payments. Amounts not paid on or before the due date will bear interest at the rate of one-and-a-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower. Netpartner reserves the right to suspend performance of its obligations hereunder in the event that Advertiser fails to make timely payment hereunder.

7. Records; Audits. During the period in which any Affiliate Opportunities remain in effect and for a period three (3) years thereafter, Advertiser will keep and maintain complete and accurate books and records of all amounts paid and payable by Netpartner in connection with these Advertiser Terms. Advertiser will allow Netpartner and its representatives to audit Advertiser’s books and records in order to verify Advertiser’s compliance with these Advertiser Terms. Netpartner will provide Advertiser with at least ten (10) days’ prior written notice of any audit. Each audit will be conducted during Advertiser’s regular office hours. Advertiser will promptly pay to Netpartner the amount of any deficiency in Advertiser’s payments to Netpartner under these Advertiser Terms. If any audit reveals any underpayment by Advertiser of five percent (5%) or more, or any other material breach of these Advertiser Terms by Advertiser, Advertiser will reimburse Netpartner for all costs and expenses incurred by Netpartner in connection with such audit.

5. GENERAL NETWORK PARTICIPANT OBLIGATIONS

1. Standard of Conduct. Advertiser will: (a) conduct itself in a professional manner that reflects favorably at all times on the good name, goodwill and reputation of Netpartner, the Netpartner Affiliate Network and Publishers; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to any Netpartner, the Netpartner Affiliate Network or any Publishers; and (c) not publish or otherwise make any false, misleading or deceptive statements or materials relating to Netpartner, the Netpartner Affiliate Network, any Publishers or any Affiliate Opportunities. Advertiser will comply with all Affiliate Agreements to which it is a party.

2. Compliance with Laws. Advertiser will comply with all applicable laws in connection with all Advertiser Materials, Advertiser Websites and Affiliate Opportunities, and all other aspects of Advertiser’s use of the Netpartner Affiliate Network and Netpartner Website, including the CAN-SPAM Act of 2003, the Children’s Online Privacy Protection Act, and any other laws governing unsolicited email messages, privacy, data protection, unfair trade practices, or deceptive or misleading advertising.

3. Prohibited Websites. Advertiser will not, and will have no right to, use the Netpartner Affiliate Network in connection with any Advertiser Website or other website that (a) promotes any products or services that are designated as prohibited on Netpartner’s Products Policy viewable at www.netpartner.com/productpolicy, (b) contains any content that violates Netpartner’s Content Policy viewable at www.netpartner.com/contentpolicy, or (c) links to any website that promotes any such products or services or contains any such content (each such website, a “Prohibited Website”). Without limiting the generality of the foregoing, Advertiser will not offer any Affiliate Opportunities for any Prohibited Website, link any Advertiser Materials to any Prohibited Website, or make any reference to Netpartner or the Netpartner Network on any Prohibited Website.

4. Illegal and Fraudulent Activity. Advertiser will not, and will not assist, authorize or encourage any third party to, engage in any illegal or fraudulent activity in connection with the Netpartner Affiliate Network, the Netpartner Website, or any Advertiser Materials, Advertiser Websites or Affiliate Opportunities. Without limiting the generality of the foregoing, Advertiser will not, and will not assist, authorize or encourage any third party to, artificially or fraudulently reduce the number of Compensable Transactions, or the amount of Advertiser Payments payable by Advertiser.

5. Other Prohibited Activities. Advertiser will not, and will have no right to:

1. restrict or inhibit any other authorized third party from using the Netpartner Affiliate Network or Netpartner Website;

2. “hack” any computers, servers or other systems, or reverse engineer, decompile, disassemble, or otherwise attempt to gain access to, any software, HTML or other code, that are used by Netpartner or any of its suppliers in connection with the operation of the Netpartner Affiliate Network or Netpartner Website;

3. provide access to, or otherwise make available, the Netpartner Affiliate Network or Netpartner Website, or any page thereof, to any third parties;

4. “frame” or “mirror” any portion of the Netpartner Website;

5. send (or assist, authorize or encourage any third party to send) any commercial email messages (whether or not solicited) that make reference to Netpartner or the Netpartner Affiliate Network;

6. use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or reproduce or circumvent the navigational structure or presentation of the Netpartner Website;

7. disclose to any third parties any features or functionality of the Netpartner Affiliate Network or Netpartner Website that have not been publicly disclosed by Netpartner;

8. harvest or otherwise collect any information about any other Network Participants;

9. use the Netpartner Network or Netpartner Website, or any information obtained therefrom, to solicit or recruit any other Network Participants to form or join any affiliate marketing, advertising or similar network; or

10. redirect or otherwise interfere with the clicking of Advertiser Materials of other Network Participants, or otherwise block or interfere with any Compensable Transactions involving any other Network Participants.

6. Logo. Netpartner may display Advertiser’s logo and trade name on the Netpartner Website and on Netpartner’s marketing materials to identify Advertiser as a participant in the Netpartner Affiliate Network and to promote such participation.

6. PRIVACY

Advertiser will conspicuously display an easy-to-understand privacy policy on all Advertiser Websites, and will display a conspicuous hyperlink (labeled with the word “Privacy”) from the home pages of all Advertiser Websites. Advertiser will ensure that such privacy policy will comply with all laws and regulations regarding the privacy of information about visitors to Advertiser Websites, will be commercially reasonable, and will fully and accurately disclose Advertiser’s collection and use of such information, Advertiser’s disclosure of such information to third parties (including Netpartner and Publishers), and Advertiser’s use of third party technology, including Tracking Codes and other Netpartner tracking technology.

7. ACCOUNT TERMINATION

1. Termination/Suspension Rights. Either Advertiser or Netpartner may terminate Advertiser’s Account at any time, for any or no reason, with or without notice to the other party. If Advertiser wishes to terminate its Account, Advertiser will send an email message to Netpartner at the email address set forth in the applicable Insertion Order (or if no such email address is set forth in such Insertion Order, at cs@Netpartner.com) notifying Netpartner of such termination. In addition, Netpartner may suspend Advertiser’s Account or terminate any Affiliate Opportunities at any time, for any or no reason, with or without notice to Advertiser. Netpartner shall not be liable to Advertiser or any third party for any such termination or suspension.

2. Effect of Termination. Upon any termination of Advertiser’s Account:

1. All outstanding Insertion Orders will terminate.

2. Netpartner may terminate or redirect the Links contained in any Advertiser Materials without compensation to Advertiser and without incurring any liability or obligation to Advertiser.

3. Netpartner may bar Advertiser from any further use of or access to any and all portions of the Netpartner Website.

4. Within fifteen (15) days of the end of the calendar month in which such termination occurred, Advertiser will (i) pay to Netpartner all Advertiser Payments and Netpartner Commissions corresponding to Compensable Transactions during such month and (ii) provide Netpartner with a report, as set forth in Section 4.3, with respect to such month.

5. Such termination will not affect any rights or liabilities of the parties that accrued prior to such termination. Neither party will have any liability to the other party for terminating Advertiser’s Account in accordance with these Advertiser Terms, including any liability for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investment, leases or commitments in connection with the business or goodwill of the other party.

6. The rights and obligations contained in Sections 2.8, 4, 7.2, 8, 9, 10, 11, 12 and 13 of these Advertiser Terms shall survive any termination of Advertiser’s Account.

8. CONFIDENTIALITY

Advertiser acknowledges and agrees that, in connection with Advertiser’s participation in the Netpartner Affiliate Network or Advertiser’s use of the Netpartner Website, Advertiser may be provided with certain confidential and proprietary data and information from time to time (“Confidential Information”). Without limiting the generality of the foregoing, all Publisher Profile Information that is not made public by the applicable Publishers will be deemed to be Confidential Information. Advertiser will not, and will have no right to, disclose any Confidential Information to any third parties, or use any Confidential Information except in connection with the exercise of its rights or performance of its obligations under these Advertiser Terms.

9. DISCLAIMERS

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NETPARTNER AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE NETPARTNER NETWORK, NETPARTNER WEBSITE, ALL AFFILIATE OPPORTUNITIES AND ALL OTHER ASPECTS OF THESE ADVERTISER TERMS, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Without limiting the generality of the foregoing, none of Netpartner and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, makes any representations or warranties that Advertiser’s use of the Netpartner Network or the Netpartner Website, or any of Netpartner’s linking or transaction tracking or reporting services, will be uninterrupted, error-free or secure, or that defects will be corrected. Advertiser assumes all responsibility and risk for Advertiser’s use of the Netpartner Network, Netpartner Website and Netpartner services. No opinion, advice or statement of Netpartner or its affiliates will create any warranty.

10. INDEMNITY

Advertiser will indemnify, defend and hold Netpartner and its affiliates, and its and their licensors, suppliers, advertisers, sponsors and agents, harmless from and against any and all claims, suits, proceedings, demands and actions, and all losses, liabilities, costs and expenses of any nature (including reasonable attorneys’ fees), arising out of or relating to (a) any breach by Advertiser of any provision of these Advertiser Terms or any Affiliate Agreement, (b) any Advertiser Materials, Advertiser Websites or Affiliate Opportunity Descriptions, (c) any products or services that are promoted, advertised or otherwise mentioned in any Advertiser Materials, or that are made available by Advertiser through any Advertiser Website, or (d) any other acts or omissions of Advertiser in connection with Advertiser’s use of the Netpartner Affiliate Network or Netpartner Site or with any Affiliate Opportunity.

11. LIMITATIONS OF LIABILITY

NONE OF NETPARTNER AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOST PROFITS OR BUSINESS INTERRUPTION, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE NETPARTNER NETWORK, THE NETPARTNER WEBSITE, ANY AFFILIATE OPPORTUNITIES OR ANY OTHER ASPECT OF THESE ADVERTISER TERMS, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF NETPARTNER AND ITS AFFILIATES TO ADVERTISER IN CONNECTION WITH THE NETPARTNER NETWORK, THE NETPARTNER WEBSITE, ALL AFFILIATE OPPORTUNITIES AND ALL OTHER ASPECTS OF THESE ADVERTISER TERMS WILL NOT EXCEED THE GREATER OF (A) the sum of all NETPARTNER Commissions paid by advertiser to Netpartner (if any) during the twelve-month period immediately preceding the first event giving rise to such liability AND (B) ONE THOUSAND U.S. DOLLARS (US$1,000).

Netpartner may, at Advertiser’s request, perform certain tasks or activities described in or related to these Advertiser Terms on behalf of Advertiser. Advertiser acknowledges and agrees that Netpartner will have no liability in connection with its performance of such tasks and activities, and that Advertiser remains responsible and liable for all actions taken by Netpartner on Advertiser’s behalf. Without limiting the generality of the foregoing, Advertiser will monitor Netpartner’s performance of such tasks and activities and promptly notify Netpartner of any errors or omissions in connection therewith.

Advertiser acknowledges that Netpartner has permitted Advertiser to participate in the Netpartner Affiliate Network and to use the Netpartner Website in reliance on the limitations of liability, disclaimers of warranties, exclusion of damages and exclusive remedies contained in these Advertiser Terms, and that each of the foregoing provisions forms an essential and fundamental part of the basis of the bargain between the parties, without which Netpartner would not have granted such permission. Each party agrees that such provisions will survive and apply notwithstanding any failure of essential purpose of any limited remedy or limitation of liability.

12. DISPUTE RESOLUTION

These Advertiser Terms, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Advertiser Terms, will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China. These Advertiser Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. The parties irrevocably agree to the non-exclusive jurisdiction of the courts of Hong Kong for the purpose of hearing and determining any suit, action or proceeding, or settling any dispute, arising out of or in connection with these Advertiser Terms.

13. MISCELLANEOUS

1. Severability. If any provision of these Advertiser Terms will be held illegal or otherwise unenforceable, (a) such provision will be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable, and (b) the validity or enforceability of the remainder of these Advertiser Terms will not be affected.

2. Waiver. The waiver by either party of a breach of or a default under any provision of these Advertiser Terms will not be effective unless in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of these Advertiser Terms, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have under these Advertiser Terms operate as a waiver of any right or remedy.

3. Construction. The various section headings of these Advertiser Terms are inserted for convenience of reference only and will not affect the meaning or interpretation of these Advertiser Terms or any section thereof. These Advertiser Terms will be deemed to have been drafted by both Netpartner and Advertiser and, in the event of a dispute, neither party hereto will be entitled to claim that any provision should be construed against the other party by reason of the fact that it was drafted by one particular party. In these Advertiser Terms unless otherwise specified, the words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation.”

4. Relationship of Parties. These Advertiser Terms will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Advertiser will not have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of Netpartner or any of its affiliates, or to bind Netpartner or any of its affiliates in any respect whatsoever. Advertiser will be responsible for all costs and expenses incurred by Advertiser in connection with these Advertiser Terms, including all Affiliate Agreements and Affiliate Opportunities.

5. Assignment. Advertiser may not assign, delegate or otherwise transfer (whether voluntarily, by operation of law or otherwise) these Advertiser Terms, or any of its rights or duties under these Advertiser Terms, without the written consent of Netpartner. Subject to the foregoing, these Advertiser Terms will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.

6. Entire Agreement. These Advertiser Terms constitute the entire agreement between Advertiser and Netpartner relating to the subject matter of these Advertiser Terms and supersede any and all prior and contemporaneous written or oral agreements and communications between the parties with respect to such subject matter.