This Agreement governs your participation in and/or use of certain services or features of the HELPFULLINKS.com program (the "Program," "We" or "Our") managed by the Affiliate Program Representative ("Affiliate Program Representative"). By participating in or using the services or features of the Program, you are agreeing to be bound by these terms of service ("Terms of Service").

These Terms of Service include the following:

1. Website Monetization (applicable to publishers)
2. Additional Terms (applicable to ALL Users and publishers)

In order to participate in or utilize features of the Program you MUST agree to the applicable Terms of Service, which agreement can be achieved by clicking on the box "I accept" at the end of these Terms of Service.

HELPFULLinks' top priority is delivering the highest quality traffic to HELPFULLinks advertisers.

You agree that if you are not compliant with any of the policies listed herein, your HELPFULLinks affiliate account will be deactivated and all click revenue will be credited back to the advertisers and debited from your account.

1. Website Monetization

HelpfulLINKS is a service that allows website owners to generate earnings on the traffic generated to their websites. The term "Publisher" refers to any individual or entity participating in the "Website Monetization" portion of the Program. "Publisher" is also included in the definition of "user." The terms set forth in Section 3 are also applicable to each Publisher.

1.1 Payment

Publisher will be paid a minimum commission of 50% of Revenues. This commission will be paid to the Publisher in U.S. Dollars (USD) fifteen to twenty (15-20) business days after the end of each calendar month if it exceeds fifty (50) dollars. In the event that the commission is less than such amount the Publisher will be paid fifteen (15-20) business days after the end of the month in which the total amount of Revenue collected and unpaid to Publisher exceeds such amount. These payment terms including commission of 50% may be adjusted upwards automatically at the sole discretion of HelpfulLINKS.com, and without notice or further agreement, based on dollar volume generated by the Publishers websites and upon the metrics developed and used internally by HelpfulLINKS.com. HelpfulLINKS.com is not required to disclose the internal program that adjusts the commission over 50%, or to disclose the exact amount of the commission except that it warrants that the commission paid to the Publisher will be 50% or more. Publishers first payment will be made no more than (0-5) days after HelpfulLINKS is paid by the Search Providers. HelpfulLINKS.com represents that it is regularly paid by the Search Provider no later than (44-50) days after adding websites to the program. For example the earning from January would be paid on or up to 5 days after March 15 such payment not exceeding 46-51 days after placing your website into the Website Monetization program, which is coincidental to the payment made to HelpfulLINKS.com by the Search Providers.

1.2 Restrictions and Rights

All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement.

1. The Affiliate Program Representative reserves the right to terminate any agreement at its discretion.
2. Publisher may not generate traffic to their website or Our links by any of the following methods: the use of Traffic Exchange, Paid to Surf or Paid to Read programs or sites, listings on newsgroups, bulk e-mailing, icq postings, or chatroom/irc postings, iframes, zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, JavaScript, click farms or any other similar method.
3. Publisher may not beg, ask, entice, or incentivize users into clicking on our links.
4. Publisher may not mislead visitors into believing that he/she will receive anything other than an internet search by clicking on a textlink or search box.
5. Referring pages must not be password protected in any way.
6. Publisher may only use the media that is provided by the Program and may not change Our ad code in anyway without prior approval. Our ad code must be found on referring pages. Conversions
7. Your website must provide click-through traffic that converts into sales, leads, etc. for HELPFULLinks Advertisers. Based on HELPFULLinks Advertiser feedback and other proprietary methods, HELPFULLinks will determine whether your traffic is providing an acceptable, qualified number of conversions compared to similar websites.
8. "Test" Clicks". Test" clicking is prohibited. You must not click, and cannot ask any of your friends/relatives/co-workers etc. to click, on the HELPFULLinks ads.
9. Keyword Selection. Our editors reserve the right to change your category selection at any time. Any keywords/phrases submitted by you can be modified by our editors at any time and for any reason.
10. Any advertiser's refusal to pay (e.g. due to poor quality traffic) will result in a debit from the responsible affiliate accounts. HELPFULLinks will perform retroactive credit backs on traffic that does not meet our stringent and proprietary standards for traffic quality.
11. Invalid or Fraudulent Clicks. It is strictly forbidden to generate any artificial and/or fraudulent clicks. Some examples of fraudulent clicks include but are not limited to: repeated manual clicks, clicking with the intent to make money, clicks that produce inadequate conversions for the advertisers, incentivized clicks, clicks produced using robots/hitbots and/or other automated clicking utilities.
12. You must not include any incentives for users to click on the HELPFULLinks ads. The web pages cannot contain phrases such as "support us", "visit these links", "click here", or any other similar language.

Additional Restrictions. Publisher shall not: (a) edit, modify, filter or change the order of the information contained in any Search Results Page or on the Keyword Focused Links Page; (b) host the Search Results Pages; (c) redirect an End User away from the Search Results Page, provide a version of the Search Results Page different from the page served to an End User by or as directed by Affiliate Program Representative, cache, capture, or store any Search Results; or intersperse any content between the Keyword Focused Links Page and the Search Results Page, including, without limitation, content framing Keyword Focused Links Pages or Search Results Pages; (d) display any Search Results Pages or Keyword Focused Links Pages, or the content thereof, in part or in total, to any third parties, including, without limitation, display on any Publisher Sites or anywhere else,; (e) enter into any arrangement or agreement under which any third party pays Publisher fees or shares in any revenue payments and/or royalties for any search Results displayed on the Publisher Site, except as permitted in this Agreement; (f) display graphical or text units in any form (including but not limited to pop-up, pop-under or exit windows, expanding buttons and animation) that block or otherwise inhibit the full and complete display to End Users of any Search Results Pages, Keyword Focused Links Pages, and/or Web pages accessed by clicking on any part of a search result; (g) provide any interface for downloading any computer software application ("Downloadable App"), any marketing materials for any Downloadable App, or any hyperlinks to any of the foregoing. Publisher shall also abide by the following limitations, among others: (a) under no circumstances shall any Publisher Site be a downloadable or internet accessible application, as determined by Affiliate Program Representative in its sole reasonable discretion; (b) under no circumstances shall any Publisher Site be a competitor of any search engine company, as determined by Affiliate Program Representative in its sole reasonable discretion; (c) Search Results Pages accessed by End Users through the Program shall be solely through Affiliate Program Representative's servers (or such other servers as Affiliate Program Representative in its sole discretion may use, hosted on Affiliate Program Representative's servers or domains, meaning that Affiliate Program Representative shall host or on its behalf provide for hosting of all Search Results Pages in response to valid queries entered by End Users; (d) no Publisher Site may place or display any unauthorized branding or attribution of any kind on such Publisher Site, including without limitation on any Keyword Focused Links Page, Search Results Page or framed in conjunction with any such pages, to indicate that any search engine is providing such Results or for other promotional purposes; (e) the Publisher Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that (i) violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights, or (ii) would otherwise give rise to civil liability ; or (f) under no circumstances shall any Publisher include content above or below the Keyword Focused Links Page unless that content is pre-approved in writing by Affiliate Program Representative, and all changes to any such content must also be pre-approved in writing by Affiliate Program Representative.

Intellectual Property Rights. Publisher shall not place with Affiliate Program Representative or in any way through the Program a Publisher Site to which it does not own all necessary intellectual property rights, including, without limitation, trademark, servicemark, and tradename rights. In the event that any such name is provided for use in the Program, and such lack of rights is brought to the attention of Affiliate Program Representative, then Affiliate Program Representative shall have the right to cancel any such names, and, in appropriate situations, in the sole discretion of Affiliate Program Representative, terminate Publisher from the account and seek legal recourse against Publisher and any others involved.

Additional Definitions for Publishers. "Keyword Focused Links Page" is defined as an html page or a framed html page hosted by or on behalf of Affiliate Program Representative displaying search links and or other content from Affiliate Program Representative servers or such servers as Affiliate Program Representative uses. "Revenue" is defined as revenue received in the Program from participation of Publisher in the Program during the prior month less any amount the Affiliate Program Representative determines, in its sole discretion, was the result of improper use of the Publisher's website and as such revenue is otherwise calculated or adjusted by Affiliate Program Representative to take into account any exclusions set forth in these Terms of Service and any other adjustments made by Affiliate Program Representative in its sole discretion. Affiliate Program Representative will exclude from Revenue monies from traffic that originates from countries in Asia or such other countries where traffic is, in the sole opinion of Affiliate Program Representative, suspect or difficult to track in the normal course of business. "Search Results Page" is defined as an html page hosted by or on behalf of Affiliate Program Representative displaying search results pulled from Affiliate Program Representative servers (or such other servers as Affiliate Program Representative elects to use), which has resulted from a typed in search or a keyword click from and only from a Keyword Focused Links Page.

Failure to comply with the terms of this Terms of Service will forfeit any unpaid earnings and result in the termination of Publisher's account. Further legal courses of action may be considered to prosecute violating Publishers.

2. Additional Terms (applicable to all users)

The following terms apply to all Publishers. (together, "Users").

2.1 Representations & Warranties

All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement. The Program represents and warrants that it has full power and authority to enter into this Agreement. Publisher represents and warrants that it will not place in the Program any websites which would violate Section 1.2 above.

THE PROGRAM, THE AFFILIATE PROGRAM REPRESENTATIVE AND THEIR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS AND AGENTS ("PROGRAM PARTIES") ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). THE PROGRAM PARTIES MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PROGRAM REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROGRAM PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PROGRAM, EVEN IF AFFILIATE PROGRAM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ANY PROGRAM PARTY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED FIVE DOLLARS ($5.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

2.2 Intellectual Property

As between Affiliate Program Representative and User, Affiliate Program Representative (or others it so designates in writing) shall own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), relating to the Services (and any derivative works or enhancements thereof), including but not limited to, all software, technology, materials, guidelines, documentation, relating in any way to the Program. For purposes of the Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Publisher shall not, and shall not allow any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any intellectual property in any way related to the Program or Affiliate Program Representative; (ii) affix any unauthorized copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Program, or any other technology, software, materials and documentation related to the Program or the Affiliate Program Representative; (iii) crawl, index or in any non-transitory manner store or cache information obtained from the Program; (iv) transfer, sell, lease, lend, disclose, or use for co-branding, timesharing, service bureau or other unauthorized purposes any aspect of the Program or access thereto; (v) directly or indirectly access, launch and/or activate the Program through or from any software application or means other than the Publisher Site; or (vi) engage in any action or practice that reflects poorly on the Program, Affiliate Program Representative or its vendors, or otherwise disparages or devalues the reputation or goodwill of the same.

2.3 Confidentiality

During the term of this Agreement and for one year after termination of this Agreement, User agrees to safeguard and, except for the benefit of the Program, not to disclose to anyone outside the Program any proprietary or confidential information acquired during this Agreement. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

2.4 Taxes and Payment

User understands and agrees that taxes will not be withheld or paid directly or indirectly by Affiliate Program Representative unless Affiliate Program Representative determines in its sole discretion that Affiliate Program Representative or its affiliates may be liable for any such taxes, in which case it shall withhold the estimated amount and notify User of such withholding. User understands and agrees that it is the responsibility of User to pay all local, state, federal, and/or foreign taxes on income received from the Service. User agrees to indemnify Program Parties from, and promptly reimburse to, Program Parties through Affiliate Program Representative and its affiliates any claim or assessment of Taxes by any foreign, United States, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this paragraph.

2.5 Modifications

The Program reserves the right to change any of these terms and conditions at any time without notice. User is responsible for complying with any changes to the terms and conditions within ten (10) days of the date of change.

2.6 Attorney Fees

In the event of any action, suit, or proceeding arising from or based upon this agreement brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its reasonable attorneys' fees in connection therewith in addition to the costs of such action, suit, or proceeding.

2.7 General

Additional Indemnification. User shall indemnify, defend, and hold harmless the Program, and its officers, directors, shareholders, employees, agents, and representatives (collectively, "Indemnitee"), against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney fees, accounting fees, and expert witness fees) incurred by Indemnitee ("Losses"), known or unknown, contingent or otherwise, directly or indirectly arising from or related to this Agreement.

Payment Disputes. Publisher understands and agrees to address any questions Publisher may have with any payment of Revenue under these provisions to Affiliate Program Representative within thirty (30) days of the date of such payment, in writing or by e-mail to sriegle@helpfullinks.com. Failure to so notify Affiliate Program Representative within such period will constitute an acceptance of, and agreement with, the payment.

Prohibition of Assignment. User may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Program. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under the Agreement.

Miscellaneous. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. This Agreement shall be governed and interpreted by the laws of Florida state. User is an independent contractor and in no way and under no circumstances that User should look to the Program for compensation and benefits as an employee. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, government regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties this Agreement.

Termination of Agreement. This Agreement may be terminated by either HelpfulLINKS.com or the Publisher at any time, for any reason, and with no prior notice and without the mutual consent of both parties. Publisher may terminate this agreement by changing the DNS on his domains so that it no longer directs ANY traffic to HelpfulLINKS.com DNS. Publisher is responsible for turning off ALL the traffic, and HelpfulLINKS.com takes no responsibility for the technical steps required to stop the traffic coming to HelpfulLINKS.com. Once this Agreement has been Terminated by the Publisher or HelpfulLINKS.com, said Agreement cannot be reinstated without mutual consent of both parties. HelpfulLINKS.com may terminate this agreement by giving notice by mail or email to the Publisher. After notice is given to the Publisher, HelpfulLINKS.com may immediately take the Publishers website out of its program. HelpfulLINKS.com is not responsible for any loss of income that occurs after termination of this agreement. Publisher agrees that email notice of termination is sufficient notice and requires no acknowledgement by the Publisher. HelpfulLINKS.com agrees to pay Publisher, as per the terms of this agreement, for all revenue earned prior to termination of agreement.