ULTRASPONSOR.COM AFFILIATE SYSTEM RULES 1- You can not place our banners into a secret iframe (window). 2- You can not open a window by using our banner codes. 3- You can not direct or force your visitors to click the banners. 4- You can not place our banners to the uncompleted pages / underconstraction / blank pages. 5- You can not lock your pages which placed our banners. 6- You can not place our banners into the hacking, warez, pornographic, tpg, autosurfpage,illegal content pages, 7- Payment options are Paypal and money transfer. 8- We are doing payment 5th of each month. Minimum payout limit is 50$. OTHER CONDITIONS: Please take the time to read our terms of agreement before registering to become a part of our Affiliate Program. This document should clarify any questions or concerns you might have before deciding to apply to the Program. Ultrasponsor.com Affiliate Program - Operating Agreement This agreement (the "Agreement")- contains the complete terms and conditions that apply to your participation in the Ultrasponsor.com Sponsor Affiliate Program (the "Program"). As used in this Agreement, "we" or "ultra" means Ultrasponsor.com and "you" means the applicant or ultra affiliate, depending on the context. "Site" means a World Wide Web site and, depending on the context, refers either to the ultra Web site (http://www.Ultrasponsor.com), its underlying web properties, or to the site that you will link to the Ultrasponsor.com Web site. Enrollment in the Program To begin the enrollment process, you must submit a completed application for the Program via the Ultrasponsor.com Sponsor Affiliate Web site (http://www.ultrasponsor.com). We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine, at our sole discretion, that your Site is unsuitable for the Program. Unsuitable sites include those that: promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; or violate intellectual property rights. If we accept your application you will be considered a Ultrasponsor.com Sponsor Affiliate ("Ultrasponsor.com Affiliate"). If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your Site is thereafter determined, in our sole discretion, to be unsuitable for the Program, we may immediately terminate this Agreement. Definitions Engagement: Occurs when, via ultraSponsor.com, an Offer made by one party is accepted by the other party. Link: A banner, button, icon, text link, or other item which links to the Ultrasponsor.com Web sites, which ultra will make available to Ultrasponsor.com Affiliates for use on the Ultrasponsor.com Affiliate Site, subject to the terms and conditions herein. Offer: An offer posted by Ultrasponsor.com to pay you a specified commission with respect to products purchased, users registered, and the like at our Site via a Qualifying Link that receives an identification number. The term Offer shall also include any counter-offers you make in response to an Offer. Qualifying Link: A direct link from your Site to a Ultrasponsor.com Web site using a Required URL, or any other URL provided by Ultrasponsor.com, with the code supplied by Ultrasponsor.com, that is the last link to a Ultrasponsor.com Web site that the customer uses during a Session where a product purchase or new customer registration occurs. Ultrasponsor.com Content: Ultrasponsor.com offered products including screensavers, clipart, wallpaper, skins, and/or other content whose Required URL was made available via the Ultrasponsor.com web site. Qualified Installation: A consumer who has completed our Ultrasponsor.com Content installation process having agreed to the terms of our privacy policy and software agreement, submitted a unique email address to the Ultrasponsor.com database, and is age13 or older. Required URL: A link from your Site to areas within Ultrasponsor.com Web sites using a special URL specified by Ultrasponsor.com. Links Ultrasponsor.com shall make Links available to Ultrasponsor.com Affiliates. You may post as many Links on your Site as you like. The position, prominence and nature of the Links on your Site shall comply with any requirements specified by Ultrasponsor.com, but otherwise will be in your discretion. At any time prior to your providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by us for an Engagement. You agree to promptly implement any request from us to remove, alter or modify any graphic or banner ad submitted by us that is being used by you as part of an Engagement. Lead based commissions shall be based on the following assumptions: (1) Each Ultrasponsor.com registrant shall provide data that Ultrasponsor.com determines necessary (including but not limited to) email address, full name and zip code (2) payouts shall follow a market determined percentage of invalid or useless registrants or will follow actual invalid or useless registrants which can be determined by any of the data deemed useless or invalid. ultra reserves the right to adjust this percentage as it deems necessary, whether from market trend shifts or specific site results. ultra utilizes cookies to maintain a browser users secure connection when a user logs into our Site. If a user does not have cookies enabled through their browser, ultra is unable to track the user's activity. If a user does not have cookies enabled when a user links from your Site to the ultra Web site, the user will not be tracked. If a user completes a registration with ultra as a result of a link from your Site and the Session cannot be tracked, you will not earn any commission for the registration. Offers and Engagements From time to time ultra or you may present an Offer. Each resulting Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. In the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern, that the Engagement was in writing. Payment Schedule ultra shall calculate commissions based on total number of leads, on a monthly basis, from your site. Except as specified herein, if for any calendar month during the Term of this Agreement your calculated commission does not exceed fifty dollars (US $50) then you shall not receive payment of such commission at the conclusion of such month. You shall receive a commission payment at the conclusion of each calendar month during which the aggregate of your calculated commission for that month plus any previously unpaid commission(s) exceeds fifty dollars (US $50). ultra shall send commission payments approximately thirty (30) days following the month for which they are due. It is the sole responsibility of Affiliate to insure that ultra has their correct address and contact information. Failure to insure that ultra has accurate information may subject Affiliate to an assessment of the processing fees. All determinations of Qualifying Links and whether a commission is payable will be made by the Ultrasponsor.com and will be final and binding on both Ultrasponsor.com and you. Our Responsibilities All Ultrasponsor.com policies and operating procedures concerning User registrations, customer service, and product sales will apply to Ultrasponsor.com Users. We may change our policies and operating procedures at any time. As between Ultrasponsor.com and you, Ultrasponsor.com shall have the sole right and responsibility for processing all registrations placed by Ultrasponsor.com Users. We will be responsible for the preparation of order forms; processing of payments, cancellations, and returns; and handling customer service. You agree that all agreements relating to sales to Ultrasponsor.com Users shall be between Ultrasponsor.com and the Ultrasponsor.com User. Ultrasponsor.com shall not be responsible to you for reporting, maintaining or retaining any information in connection with, relating to or arising out of this Agreement without limitation. Your Responsibilities You shall be solely responsible for, and Ultrasponsor.com disclaims all liability for, the development, operation, and maintenance of your Site and for all materials that appear on your Site. For example, you shall be solely responsible for: · the technical operation of your Site and all related equipment; · creating and posting product descriptions on your Site and linking those descriptions to our Site; · the accuracy and appropriateness of materials posted on your Site; · ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, patents, copyrights, trademarks, privacy, or other personal or proprietary rights); and · ensuring that materials posted on your Site are not libelous or otherwise illegal. Ownership and Licenses Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights, patents and proprietary technology, including without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, patents and proprietary technology currently used or which may be developed and/or used by it in the future. Ultrasponsor.com grants you a revocable, non-exclusive license to use Ultrasponsor.com's name, logos, trademarks, service marks, trade dress and proprietary technology on your Site solely for the purpose of creating links from your Site to the Ultrasponsor.com Web site pursuant to the terms of this Agreement and during the Term of this Agreement. All goodwill derived the use of ultra's name, logos, trademarks, service marks, trade dress and proprietary technology shall inure to the benefit of Ultrasponsor.com. You shall reasonably cooperate with Ultrasponsor.com to ensure proper usage of Ultrasponsor.com's name, logos, trademarks, service marks, trade dress and proprietary technology. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, transmit, display, use, reproduce, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. You grant to Ultrasponsor.com a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display and transmit any graphic or banner ad submitted by you solely for co-branding purposes or as a return link from our Site to your Site. We will remove such graphic or banner ad from our Site upon your request. You agree not to make any representations, warranties or other statements concerning Ultrasponsor.com, our Site, any of our products or services, or our Site policies, except as expressly authorized by Ultrasponsor.com. You are responsible for notifying us via email to sponsor@Ultrasponsor.com of any malfunctioning of the Required URLs or other problems with your participation in the Program or any Engagement. Relationship of Parties You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not have, and will not represent that you have, any authority to make or accept any offers or representations on our behalf. Term of an Engagement The Term of an Engagement will begin upon acceptance of an Offer. Either party may terminate any Engagement at any time by indicating such termination in writing. Termination of an Engagement shall not terminate this Agreement or any other Engagement. Term of the Agreement This Agreement shall continue in effect for one (1) year from the date of our acceptance of your Program application. Upon expiration of this initial term the Agreement shall automatically be renewed for one or more additional, successive one (1) year renewal terms unless terminated by either party prior to the expiration of the initial or any renewal term. Either party may terminate the Agreement prior to expiration, at any time, with or without cause, by providing written notice of such termination to the other party. Termination or expiration of the Agreement shall also terminate any pending Engagement(s). Upon the termination of this Agreement all licenses granted to you by ultra under this Agreement are immediately terminated and you shall immediately cease use of, and remove from your Site: all links to our Site; all ultra trademarks, service marks, trade dress and logos; and all other materials provided by or on behalf of us to you pursuant to the Agreement or in connection with the Engagement. All rights to payment, exclusivity, forfeiture of payments, causes of action and any provisions which, by their terms, are intended to survive termination, shall survive termination of this Agreement. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new Agreement on our Site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and Engagement rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM OR ANY ENGAGEMENT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND ON THE INTERNET BILLING COMPANY™ WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE. Representations Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's Site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, ANY ENGAGEMENT, OR ANY PRODUCT SOLD THROUGH THE PROGRAM OR ANY ENGAGEMENT, (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE ultra WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Indemnification You hereby agree to indemnify, defend and hold harmless Ultrasponsor.com and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to the development, operation, maintenance and contents of your Site. We hereby agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) relating to a defect in any of our products. Limitation of Liability In no event shall we be liable for any indirect, special, exemplary, consequential or incidental damages, (including any loss of revenue, profits or data), arising in connection with this Agreement or the Program, even if we have been informed of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement. Miscellaneous This Agreement has been made in and shall be construed and enforced in accordance with the laws of the United States and the State of Minnesota, without reference to rules governing choice of laws. You expressly consent to the personal jurisdiction of the federal and state courts within Minnesota for any action relating to this Agreement, and waive any improper venue or inconvenient forum objections thereto. All notices to Ultrasponsor.com shall be sent via email to sponsor@ultrasponsor.com with a confirmation copy by U.S. mail to: Ultrasponsor.com, Attention: Alex Bastin The provisions of this Agreement are separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. www.ultrasponsor.com