Terms and Conditions

Effective Date: April 16, 2020

Please read these Terms and Conditions ("Terms") carefully before registering using the viperclicks.com platform (the "Program") which is owned and operated by Pilaite Limited and administered by Euro Traffic Exchange Limited (collectively, "VIPERCLICKS"). Participation in the Program indicates that you agree to be bound by these Terms. If you do not agree to the Terms, you may not participate in the Program.

  1. 1. PARTIES
  1. a. Pursuant to the Terms, VIPERCLICKS and you ("You", "Your", "Publisher" or "Advertiser") agree to the Terms for participation in the Program.
  1. 2. PROGRAM PARTICIPATION
  1. a. Participation in the Program is subject to VIPERCLICKS' prior approval, Your agreement to these Terms, including, but not limited to Your continued compliance with the applicable acceptable use policies (the "Acceptable Use Policies") set forth below. VIPERCLICKS reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. VIPERCLICKS may change, suspend or discontinue the Program at any time without notice or liability. VIPERCLICKS reserves the right, at its discretion, to modify the Terms at any time by posting a notice on the VIPERCLICKS website ("VIPERCLICKS Site"), or by sending a notice via email or regular mail. Participation in the Program following such notification constitutes Your acceptance of the modified Terms. You certify that You are legally permitted to use the Program and take full responsibility for Your use of the Program. These Terms are void where prohibited by law, and the right to access the Program is revoked in such jurisdictions. Upon our request, you agree to sign a non-electronic version of These Terms.
  2. b. BY ACCEPTING THE TERMS, YOU REPRESENT THAT (A) IF YOU ARE AN INDIVIDUAL, (1) YOU ARE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE. YOU FURTHER CONSENT TO THE COLLECTION AND PROCESSING OF CERTAIN PERSONAL AND OTHER INFORMATION ABOUT YOU; AND (2) YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THESE TERMS; OR (B) IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER ENTITY, (1) YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY; AND (2) SUCH COMPANY OR ENTITY HAS AUTHORIZED YOU TO ACCEPT THESE TERMS ON ITS BEHALF.
  3. c. By clicking the "I Accept" button, or continuing to maintain your Publisher or Advertiser relationship with us, you acknowledge that you have read and understood these Terms and agree to be bound by its terms and conditions.
  1. 3. PARTICIPATION AS A PUBLISHER.

You agree to comply with the specifications provided by VIPERCLICKS to enable proper delivery, display, tracking, and reporting of ads in connection with your websites ("Websites"), including without limitation by not modifying the JavaScript or other programming provided to You by VIPERCLICKS in any way, unless expressly authorized in writing by VIPERCLICKS. Publisher shall protect any Publisher passwords and takes full responsibility for Publisher's own, and third party, use of any Publisher accounts.

  1. 4. PARTICIPATION AS AN ADVERTISER
  1. a. Advertiser is solely responsible for all: (a) ad targeting options ("Targets") and all ad content, ad information, and ad URLs ("Creatives"), whether generated by or for Advertiser; and (b) websites, services and landing pages which Creatives link or direct viewers to, and advertised services and products (collectively "Services"). Advertiser shall protect any Advertiser passwords and takes full responsibility for Advertiser's own, and third party, use of any Advertiser accounts.
  2. b. Advertiser understands and agrees that ads may be placed on (a) any content or property provided by VIPERCLICKS, and, unless Advertiser opts out of such placement in the manner specified by VIPERCLICKS, (b) any other content or property provided by Publishers upon which VIPERCLICKS places ads. Advertiser authorizes and consents to all such placements. Advertiser agrees that all placements of Advertiser's ads shall conclusively be deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser disapproved such placements in the manner specified by VIPERCLICKS. Advertiser grants VIPERCLICKS permission to utilize an automated software program to retrieve and analyze Websites associated with the Services for ad quality and serving purposes. VIPERCLICKS or Publishers may reject or remove any ad or Target for any or no reason.
  1. 5. REPRESENTATIONS OF PUBLISHER

Publisher represents and warrants that the Websites: (1) are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading, including, but not limited to compliance with Federal Trade Commission ("FTC") regulations; (6) are not defamatory, libelous, slanderous or threatening; and (7) are free of viruses, "Trojan horses", "trap doors", "back doors", "Easter eggs", "worms", "time bombs", "cancelbots’, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

Publisher also represents, warrants and covenants that: (i) Publisher the power and authority to enter into and perform its obligations under these Terms; (ii) Publisher shall not be in violation of any obligation, contract or agreement by entering into these Terms, by performing its obligations hereunder or by authorizing and permitting VIPERCLICKS to perform the services hereunder; (iii) Publisher shall comply with all of these Terms, as amended from time to time; (iv) all information provided by Publisher to VIPERCLICKS is truthful, accurate and complete, and is not misleading in any way; (v) VIPERCLICKS is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites; (vi) upon request by VIPERCLICKS, Publisher shall promptly provide a written statement in form acceptable to VIPERCLICKS confirming VIPERCLICKS's authority hereunder; and (vii) Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false, deceptive or misleading advertising or unfair competition under the laws of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, defamatory, invasive of privacy, harassing, threatening, malicious, otherwise objectionable or in way derogatory about VIPERCLICKS or any other party. Publisher grants VIPERCLICKS and the Advertiser the right and license to transmit the Ads to the Websites.

  1. 6. REPRESENTATIONS OF ADVERTISER

Advertiser represents and warrants that (a) it is authorized to act on behalf of and has agreed to bind to these Terms any third party for which Advertiser advertises ("Principal"), (b) as between Principal and Advertiser, the Principal owns any rights to the information used in connection with any ads that are the subject of any Program, and (c) Advertiser shall not disclose the information relating to Principal's Program to any other party without Principal's consent. Advertiser represents and warrants that the ads: (1) are owned by or licensed to Advertiser and Advertiser has the right to use the entire contents and subject matter contained in the ads; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading, including, but not limited to compliance with Federal Trade Commission ("FTC") regulations; (6) are not defamatory, libelous, slanderous or threatening; (6) are free of viruses, "Trojan horses", "trap doors", "back doors", "Easter eggs", "worms", "time bombs", "cancelbots", "spyware", "malware", and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under these Terms; (ii) Advertiser shall not be in violation of any obligation, contract or agreement by entering into these Terms, by performing its obligations hereunder or by authorizing and permitting VIPERCLICKS to perform the services hereunder; (iii) Advertiser shall comply with all of the Terms, as amended from time to time; (iv) all information provided by Advertiser to VIPERCLICKS is truthful, accurate and complete, and is not misleading in any way; (v) VIPERCLICKS is hereby authorized by Advertiser to perform all the services described hereunder with respect to Advertiser and the Ads; (vi) upon request by VIPERCLICKS, Advertiser shall promptly provide a written statement in form acceptable to VIPERCLICKS confirming VIPERCLICKS' authority hereunder; and (vii) Advertiser shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false, deceptive or misleading advertising or unfair competition under the laws of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, defamatory, invasive of privacy, harassing, threatening, malicious, otherwise objectionable or in way derogatory about VIPERCLICKS or any other party. Advertiser grants VIPERCLICKS and the Publisher the right and license to transmit the Ads to the Websites.

  1. 7. COMMUNICATIONS SOLELY WITH VIPERCLICKS

To participate in the Program as a Publisher, you must abide by VIPERCLICKS’ Publisher’s Acceptable Use Policy attached hereto or located at the following link: www.Publisher.VIPERCLICKS.com , which are incorporated herein by this reference. To participate in the Program as an Advertiser, you must abide by VIPERCLICKS’ Advertiser’s Acceptable Use Policy attached hereto or located at the following link: www.Advertiser.VIPERCLICKS.com . You must further refrain from any of the Prohibited Activities described in these Terms. It is your responsibility to keep up to date and adhere to those policies. Failure to comply with these policies may result in VIPERCLICKS limiting or suspending the delivery of any Services or participation in the Program or may result in the termination of Your Agreement with VIPERCLICKS. Failure to abide by the applicable Acceptable Use Policy shall be grounds for the immediate termination of Your Agreement with VIPERCLICKS.

  1. 9. PAYMENTS TO PUBLISHERS
  1. a. Publisher shall receive as payment a percentage of the sale price of advertisements displayed in connection with Publisher's Websites as determined by VIPERCLICKS for Publisher's use of the Program. Advertiser's payable revenue shall be determined twice a month on the first (1st) day and sixteenth (16th) day of each month for the period covering the two previous weeks and deposited in the Publisher's VIPERCLICKS account. The Publisher may request to withdraw the earned balance at any time, provided the earned balance is greater than or equal to Publisher's minimum payable amount (as agreed by the parties). Withdrawals requested by the Publisher will be completed within seven (7) days. If Publisher's earned balance is less than Publisher's minimum withdrawal amount (as agreed by the parties), no payment shall be made.
  2. b. In addition, Publisher agrees that (i) any payments that may become due to Publisher are specifically conditional upon VIPERCLICKS' receipt of full payment from the applicable Advertiser and (ii) if VIPERCLICKS does not receive the applicable payment in full from any such Advertiser, or VIPERCLICKS' payment from such Advertiser is later reversed at any time, VIPERCLICKS may deduct such amount from Publisher’s future payments.
  3. c. If Publisher disputes any payment made in connection with the Program, Publisher must notify VIPERCLICKS in writing within thirty (30) days of any such payment. Failure to notify VIPERCLICKS within 30 days shall constitute a waiver by Publisher of any claims related to such disputed payment.
  4. d. Payment shall be calculated solely based on records maintained by VIPERCLICKS. No other measurements or statistics of any kind shall be accepted by VIPERCLICKS or have any effect under these Terms.
  5. e. VIPERCLICKS shall not be liable for any payment based on (i) any fraudulent impressions or clicks generated by any person, robot, automated program or similar device or for fraudulent impressions or clicks similarly generated on any advertisements, as reasonably determinded by VIPERCLICKS; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of these Terms by Publisher.
  6. f. VIPERCLICKS reserves the right to withhold payment or charge back Publisher's account due to any of the foregoing or any breach of the Terms by Publisher. In addition, if Publisher is past due on any payment to VIPERCLICKS in connection with the Program, VIPERCLICKS reserves the right to withhold payment until all outstanding payments have been made.
  7. g. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher's account in the Program. Any bank fees related to returned or cancelled cheques/checks due to a contact or payment information error or omission may be deducted from the newly issued paymen
  1. 10. PAYMENTS FROM ADVERTISERS
  1. a. Advertisers must prefund their VIPERCLICKS account with their advertising budget. Advertiser shall be responsible for all charges set in their VIPERCLICKS account and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Advertiser shall pay all charges in accordance with the payment terms in the applicable campaign settings, including any applicable taxes. Charges are exclusive of taxes. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Advertiser’s credit card issuer rights). Charges are solely based on VIPERCLICKS' measurements for the Program. Nothing in these Terms shall obligate VIPERCLICKS to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to VIPERCLICKS may be shared by VIPERCLICKS with companies who work on VIPERCLICKS' behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to VIPERCLICKS and servicing Advertiser's account.
  2. b. VIPERCLICKS reserves the right to withhold deposit or charge Advertiser's account due to any breach of the Terms by Advertiser.
  1. 11. NO AGENCY; INDEPENDENT CONTRACTORS.
  1. a. Nothing in these Terms is deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf and you are prohibited from holding yourself out as our agent. You shall not take any action or make any statement that contradicts anything in this Section. It is expressly understood and agreed that You and VIPERCLICKS are independent contractors in all manners and respects. You shall not be entitled to any benefits.
  2. b. You shall be solely responsible for all taxes, social security taxes, unemployment taxes, workers' compensation insurance premiums and any other taxes applicable in your jurisdiction (e.g. Excise Tax or Goods and Services Tax ("GST") on Commissions and other amounts paid to You hereunder.
  1. 12. ADVERTISER REFUND POLICY.

No refunds will be made for any delivered ad impressions. Once an Advertiser makes an initial deposit in the Program, the Advertiser may request a withdrawal of the account balance if Advertiser isn't satisfied with the Program and is otherwise in compliance with the Terms. If Advertiser's account balance is less than Advertiser's minimum withdrawal amount (as agreed to by the parties), no payment shall be made. Advertisers cancelled / terminated by VIPERCLICKS for violating these Terms and Conditions are not entitled to a refund. Withdrawals requested by the Advertiser will be completed within seven (7) days. VIPERCLICKS does not under any circumstances issue any refunds on credit cards.

  1. 13. TERMINATION; CANCELLATION.

VIPERCLICKS may at any time, in its sole discretion, immediately terminate the Program, terminate Your Agreement, or cancel any Ad(s) or your use of any Target. VIPERCLICKS will make commercially reasonable efforts to notify you via email of any such termination or cancellation within a commercially reasonable period of time. You may cancel any Ads and/or terminate Your Agreement with VIPERCLICKS with or without cause at any time by deactivating a campaign in the Campaign Manager or by removing the Program Ad Code from your website. Upon termination for any reason: (a) you shall remain liable for any amounts due for Ads already delivered; and (b) all provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability. In the event of termination, VIPERCLICKS reserves the right to charge you a termination fee in order to cover certain costs and processing fees associated with closing your account.

  1. 14. PROHIBITED USES
  1. a. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, "referral events", or impressions of or clicks on any Ad (including without limitation by clicking on "play" for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including but not limited to via repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad, or remove, obscure or minimize any Ad in any way without authorization from VIPERCLICKS; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any web page accessed by an end user after clicking on any part of an Ad; (iv) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (v) display any Ad(s) on any web page or any website that contains any hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, website, or other means other than Your Websites, and then only to the extent expressly permitted by the Terms; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, or any part, copy, or derivative thereof; (viii) act in any way that violates any other agreement between You and VIPERCLICKS (ix) disseminate "malware"; (x) create a new account to use the Program after VIPERCLICKS has terminated an Agreement with You as a result of your breach of these Terms; or (xi) engage in any action or practice that reflects poorly on VIPERCLICKS or otherwise disparages or devalues VIPERCLICKS' reputation or goodwill.
  2. b. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of the Terms and VIPERCLICKS may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of Your Agreement with VIPERCLICKS, and the pursuit of all available civil or criminal remedies.
  1. 15. PUBLICITY.

You agree that VIPERCLICKS may use Your name and logo in presentations, marketing materials, customer lists, and financial reports, website listings of customers or ads. If You wish to use VIPERCLICKS' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with the Terms.

  1. 16. DISCLAIMERS
  1. a. You acknowledge and agree that VIPERCLICKS has no special relationship with or fiduciary duty to You and that VIPERCLICKS has no control over, and no duty to take any action regarding: which users gain access to the Site, Services or Program; what content You access or receive via the VIPERCLICKS Site or Services ("Content"); what Content other Advertisers and Publishers may make available, publish or promote in connection with the Program; what effects any Content may have on Advertisers or Publishers or their users or customers; how You or your users or customers may interpret, view or use the content of the Site; what actions You or Your users or customers may take as a result of having been exposed to any Content, or whether the Content is being displayed properly in connection with the Program.
  2. b. Further, (i) if You are a Publisher, You specifically acknowledge and agree that VIPERCLICKS has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published by any Advertiser, and that Publisher is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable to Publisher, and (ii) if You are an Advertiser, You specifically acknowledge and agree that VIPERCLICKS has no control over any Content that may be available or published on any Publisher website (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable to Advertiser. You release VIPERCLICKS from all liability in any way relating to Your acquisition (or failure to acquire), provision, use or other activity with respect to content in connection with the VIPERCLICKS Site or Services. The VIPERCLICKS Site may contain, or direct You to sites containing, information that some people may find offensive or inappropriate. VIPERCLICKS makes no representations concerning any content contained in or accessed through the VIPERCLICKS Site or Services, and VIPERCLICKS will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the VIPERCLICKS Site or Services.
  3. c. THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT ARISING OUT OF ANY ADVERTISERS’ OR PUBLISHERS' PARTICIPATION IN THE PROGRAM OR ADVERTISING ACTIVITIES HEREUNDER OR USE OF VIPERCLICKS SITES OR VIPERCLICKS SERVICES. FURTHER, VIPERCLICKS EXPRESSLY DISAVOWS ANY OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU OR ANY OF YOUR REPRESENTATIVES OR OWNERS HARMLESS IN CONNECTION WITH ANY LAWSUIT OR OTHER PROCEEDING ARISING OUT OF SUCH PARTICIPATION OR USE. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE VIPERCLICKS SITES OR VIPERCLICKS SERVICES WILL REMAIN UNINTERRUPTED OR ERROR-FREE OR GENERATE ANY INCOME OR COMMISSIONS WHATSOEVER. VIPERCLICKS DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. VIPERCLICKS SHALL USE REASONABLE COMMERCIAL EFFORTS TO SECURE BUT MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE.
  4. d. VIPERCLICKS will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on VIPERCLICKS' equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Services.
  5. e. CDA IMMUNITY - VIPERCLICKS claims immunity from liability to the fullest extent under the law and as provided under the Communications Decency Act for content provided by third parties and nothing in these Terms is intended to waive, remove, or usurp such immunity.
  6. f. DMCA POLICY - If you believe that your work has been copied and posted on a Service or in connection with any service offered by VIPERCLICKS in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information consistent with the Digital Millennium Copyright Act (DMCA): an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the our Site including the URLs of web pages and/or hyperlinks; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Company’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows: DMCA@viperclicks.com . Company has a policy of terminating repeat infringers.
  1. 17. LIMITATION OF LIABILITY.

VIPERCLICKS AND ITS PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THESE TERMS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, VIPERCLICKS AND ITS PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES CONTRACTORS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS AGGREGATE LIABILITY ARISING WITH RESPECT TO THESE TERMS WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PREVIOUS SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, VIOLATION OF 18 USC SECTION 2257 ET SEQ., ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. ANY ACTION BY MUST BE BROUGHT WITHIN ONE (1) YEAR.

  1. 18. CONFIDENTIALITY

You agree not to disclose VIPERCLICKS Confidential Information without VIPERCLICKS's prior written consent. "VIPERCLICKS Confidential Information" includes without limitation: (i) all VIPERCLICKS software, technology, programming, technical specifications, materials, guidelines and documentation that You learn, develop or obtain and that relate to the VIPERCLICKS Site, Services, and/or Program; (ii) click-through rates or other statistics relating to performance in the Program provided to You by VIPERCLICKS; and (iii) any other information designated in writing by VIPERCLICKS as "confidential" or any designation to the same effect. VIPERCLICKS Confidential Information does not include information that has become publicly known through no breach by You or VIPERCLICKS, or information that has been (i) independently developed without access to VIPERCLICKS Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority. In such event, You shall, if permitted, give reasonable advance notice to VIPERCLICKS of the disclosure and redact or seek an appropriate protective order to the extent possible before disclosing the confidential information.

  1. 19. INFORMATION RIGHTS
  1. a. VIPERCLICKS may retain and use, subject to the terms of the Privacy Policy (located at http://www.VIPERCLICKS.com/legal/privacy.php , or such other URL as VIPERCLICKS may provide from time to time), all information You provide, including but not limited to Website demographics and contact and billing information.
  2. b. Information or data is required to participate in the Program. This information may be provided, even partially by filling in forms, setting up a user account or profile, the content of any email you send to us, or any other data that we process on Your behalf as more particularly set out in the VIPERCLICKS Privacy Policy.
  3. c. Information or data is required to participate in the Program. This information may be provided, even partially by filling in forms, setting up a user account or profile, the content of any email you send to us, or any other data that we process on Your behalf as more particularly set out in the VIPERCLICKS Privacy Policy.
  4. d. You have no obligation to provide us with this information but without it, you may not be able to effectively use the Program.
  5. e. Information or data provided will be retained for as long as is deemed reasonably necessary for VIPERCLICKS’ legitimate business interests, or as required by applicable law, as more particularly set out in the VIPERCLICKS Privacy Policy.
  6. f. You have the right to rectify any inaccurate/incomplete personal data. You may also, as permitted by applicable law, withdraw your consent to the processing of your data at any time. If you withdraw your consent, you may not be able to make use of certain features of the Program or the Program at all. VIPERCLICKS bears no responsibility or liability for this result.
  7. g. Any information provided to VIPERCLICKS will only be used by VIPERCLICKS and shall not be disclosed to a Third Party without Your express authorization. VIPERCLICKS is not responsible for the privacy practices or the content of any third-parties, Publishers or Advertisers that make use of the VIPERCLICKS Site, Services and/or the Program.
  1. 20. NO GUARANTEE.

VIPERCLICKS makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, the completion of "referral events", or the amount of any payment to be made to You in accordance with Your agreement with VIPERCLICKS. In addition, for the avoidance of doubt, VIPERCLICKS does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond VIPERCLICKS's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where VIPERCLICKS or Your servers are located or co-located.

  1. 21. INDEMNIFICATION.

You shall defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold VIPERCLICKS its successors, affiliated entities, assigns, shareholders, officers, directors, employees and applicable third parties (e.g., licensors, licensees, consultants and contractors) (collectively, the "Indemnified Person(s)") harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) brought against the Indemnified Person(s) and arising out of or related to, your participation in the Program, operation of Your Website, and/or your breach (or any alleged breach) of any term of these Terms.

  1. 22. INDEPENDENT INVESTIGATION.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, INCLUDING THE PROGRAM RULES AND ANY ACCOMPANYING ADDENDUM, AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) PROVIDE TERMS TO OTHERS THAT MAY DIFFER FROM THOSE CONTAINED IN THESE TERMS OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE WITH THE YOU WITHOUT OBLIGATION TO YOU. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THESE TERMS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THESE TERMS. We strongly advise that you review these Terms with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us has in any way prevented or inhibited you in any way from seeking such advice prior to entering into these Terms. You hereby acknowledge and agree that the terms of these Terms are reasonable and fair, all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to these Terms and all transactions associated herewith.

  1. 23. NON-ASSIGNMENT.

You may not resell, assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may resell, assign or transfer our rights and obligations under these Terms at any time without restriction and without notice or consent.

  1. 24. CHOICE OF LAW.

These Terms shall be governed by the laws of the United Kingdom, without regard to its conflict of laws rules or principles.

  1. 25. VENUE.

The parties hereby consent to exclusive jurisdiction and venue in the United Kingdom for all arbitration and other proceedings arising out of these Terms.

  1. 26. ARBITRATION OF DISPUTES.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND VIPERCLICKS OR ANY OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERMS (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THESE TERMS), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge in London, United Kingdom pursuant to JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. This Section and the Class Action Waiver below are subject to the United States Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA), as amended and any United Kingdom equivalent statute. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between the parties. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit t from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve its or its licensors' intellectual property rights or rights in or to confidential information.

  1. 27. CLASS ACTION WAIVER.

IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST VIPERCLICKS OR OTHER PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM.

  1. 28. REMEDIES ARE CUMULATIVE.

All rights, remedies, undertakings, obligations and agreements contained in these Terms or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

  1. 29. AGREEMENT BINDING.

These Terms shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.

  1. 30. FORCE MAJEURE.

Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party's reasonable control.

  1. 31. CONSTRUCTION.

The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of these Terms. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

  1. 32. INJUNCTIVE/EQUITABLE RELIEF.

Your sole remedy for breach of any provision of these Terms shall be an action at law for monetary damages, and in no event shall Advertiser or Publisher be entitled to any injunctive or other equitable relief. VIPERCLICKS may bring an action for injunction or other equitable relief to protect its intellectual property rights or rights in or to confidential information and trade secrets. We, in addition to any other remedy we may have, reserve the right to suspend or terminate your Account and/or these Terms, and take any other appropriate disciplinary actions permitted by law, without notice if you (or someone acting on your behalf) violate this Section.

  1. 33. SEVERABILITY.

If any provision of these Terms is held to be unenforceable under applicable law, such provision shall be excluded from these Terms, and the balance of these Terms shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.

  1. 34. MERGER.

These Terms and any accompanying materials and addendums represent the entire understanding between the parties with respect to the subject matter hereof and supersede all previous understandings, written, oral or implied. Subject to our right to update and modify the terms and conditions of the Agreement as provided above, these Terms may only be amended with the written consent of both parties, and no oral waiver or amendment shall be effective under any circumstances.

  1. 35. NOTICES.

Except as explicitly stated otherwise, legal and other notices shall be delivered to VIPERCLICKS by international mail at 339 Agiou Andreou Str, Andrea Chambers Court, floor H, Office M03, Limassol , 3035, Cyprus and E-Mail to: contact@VIPERCLICKS.com , Attn. Legal, or to you at the email address you provided us (a) at time of enrollment in the Program, or (b) through a subsequent notice of an address change if listed on the Reports Page. Email notices to you shall be deemed given twenty-four (24) hours after email is sent, unless VIPERCLICKS is notified that the email address is invalid. Alternatively, VIPERCLICKS may provide notice by certified mail, postage prepaid and return receipt requested to the address is listed in the Reports Page. In such case, notice shall be deemed given upon receipt or three (3) days after the date of mailing, whichever is earlier.

  1. 36. WAIVER.

Failure to enforce any provision of these Terms shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of the waiving party.

  1. 37. MISCELLANEOUS TERMS AND CONDITIONS
  1. a. The currency used for purposes of Your Agreement with VIPERCLICKS shall be United States Dollars (USD).
  2. b. VIPERCLICKS requires that all Advertisers provide proof of identification before advertising in the Program. VIPERCLICKS reserves the right to refuse any Advertiser for any reason including but not limited to: country of residence, reputation, and associations.
  3. c. Any changes that we make to the Terms will be posted at: www.viperclicks.com .
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