This Affiliate Publisher agreement (the "Agreement"), together with any amendments, are entered into by and between Multiple Stream Media Inc. ("msmeidanetwork.com"), and the applying party submitting the Application For Affiliate Publisher Status (the "Affiliate Publisher"), also referred to herein jointly as the parties ("Parties", each a "Party"). This Affiliate Publisher Agreement supplements all other Campaign Terms subsequently agreed to by the Affiliate Publisher.  By signing up as a Publisher at msmedianetwork.com, Publisher agrees to abide by and indicates acceptance of the terms and conditions and privacy policy contained in this Agreement.

 WHEREAS, Multiple Stream Media Inc. and Affiliate Publisher desire to provide for the terms and conditions of this Affiliate Publisher Agreement as more specifically set forth herein;

THEREFORE, the Parties agree to be legally bound as follows:

1.      Definitions.

1.1.    "Opt-in" or "Opted-in" means that the consumer has made an active, affirmative choice to receive Ads from the Affiliate Publisher.

1.2.     "User" means any person using the Internet.

1.3.    "Action" means a User's completion of an action (such as a click, sale or lead) defined by the Advertiser or msmeidanetwork.com.

1.4.   "Network" means the advertising network operated by msmeidanetwork.com, which is made up of Affiliate Publishers and Advertisers.

1.5.   "Advertiser" means the advertiser, advertising agency providing advertisements to msmeidanetwork.com for use by Affiliate Publisher.

1.6.   "Ad" means the advertisement in the form of graphic or text supplied to msmeidanetwork.com for inclusion in the msmeidanetwork.com Network and to be made available for Affiliate Publisher use.

1.7.   "Spam" means unsolicited bulk email where recipients have not agreed in advance to receive offers or Ads.

1.8.   "Campaign Terms" means the specific guidelines for each campaign as listed in the msmeidanetwork.com network.

2.      Amendments.

2.1.   From time to time, msmeidanetwork.com may amend, replace or supplement the Agreement, including but not limited to changing Advertiser Payouts, by posting an updated Agreement or Campaign Terms on the msmeidanetwork.com website, and it shall be deemed effective immediately unless otherwise noted, and Affiliate Publisher will be deemed to have consented to, and agreed to be bound by, the updated Agreement or Campaign Terms.   It is the responsibility of the Affiliate Publisher to read and keep up to date with the Agreement and Campaign Terms with or without notice of change from msmeidanetwork.com.

3.      Affiliate Publisher Requirements.

3.1.   Affiliate Publisher is subject to review and may be rejected for any reason, and at any time, by msmeidanetwork.com.  

3.2.   Affiliate Publisher must submit valid and correct contact information, including but not limited to name, e-mail address, street address, and telephone number. Affiliate Publisher must ensure this information remains up-to-date at all times within the msmeidanetwork.com Network.  Affiliate Publisher must accurately, clearly and completely describe all promotional methods in their descriptions and providing additional information when necessary.

3.3.   Affiliate Publisher websites must not be associated with or contain any illegal activity, or pornographic, obscene, racist, or hateful content, or deceptive advertising, piracy, libelous or defamatory statements.

3.4.   Affiliate Publisher websites must not contain any mechanisms that could be downloaded on to a User’s computer without the User’s explicit knowledge and consent.

3.5.   Affiliate Publisher websites must be English language websites.

3.6.   In its sole discretion, if at any time msmeidanetwork.com deems the Affiliate Publisher’s website or advertising activities are contrary to the terms set out in the Agreement, the Affiliate Publisher shall be terminated from the Network and shall forfeit any and all commissions and earnings.

4.      Affiliate Publisher Rules.

4.1.   Failure to adhere to the following rules is a violation of the Agreement and will result in immediate termination of the Affiliate Publisher from the msmeidanetwork.com Network with forfeiture of all monies due to Affiliate Publisher.

4.2.   Affiliate Publisher must not load Advertiser's website within a frameset or iframe unless prior written approval is obtained from msmeidanetwork.com.

4.3.   Affiliate Publisher must not modify the Ads supplied by msmeidanetwork.com in any way unless prior written approval is obtained from msmeidanetwork.com.

4.4.   Affiliate Publisher must indicate whether he uses incentive traffic, and only offer incentives to Users to respond to Ads with permission from msmeidanetwork.com and the Advertiser as indicated on the Network and Campaign Terms, or in writing.  msmeidanetwork.com reserves the right to define the term incentive. 

4.5.   Affiliate Publisher must not make misleading or disparaging statements, oral or written, about any Ad, Advertiser or msmeidanetwork.com.

4.6.   Affiliate Publisher must agree to receive periodic communications from msmeidanetwork.com and Advertiser. This communication could be in the form of e-mail, postal mail, telephone or fax.

4.7.   Affiliate Publisher must not display any Ad in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks.

4.8.   Affiliate Publisher must comply with all Campaign Terms as outlined in Ads.

4.9.   Affiliate Publisher must not generate any Actions in bad faith or through fraudulent mechanisms. This includes, but is not limited to, generating own Actions using manual or automated processes, generating Actions using adware or spyware, and encouraging or educating Surfers to cancel any service provided by Advertisers.

4.10.   Affiliate Publisher must not display any Ad through any mechanism on MySpace accounts. This includes, but is not limited to, bulletins, comments, mail, profiles or any other area of a MySpace account.

4.11.   Any Affiliate Publisher engaged in the distribution of Ads via email must comply with all of the following rules:

4.11.1.    Affiliate Publisher must distribute Ads only to those recipients who have Opted-in to receive such email from the Affiliate Publisher. msmeidanetwork.com prohibits the use of Spam.  Any use of Spam whatsoever by Affiliate Publisher will result in the forfeiture of Affiliate Publisher’s entire commission for all campaigns, and the termination of the Affiliate Publisher’s account.   Affiliate Publisher will also be held liable for any and all damages resulting from a violation of this provision including reasonable court costs. 

4.11.2.    If requested by msmeidanetwork.com, Affiliate Publisher must be able within 48 hours of such request, to supply the name, date, time and IP address where the User gave permission to the Affiliate Publisher to receive such Ads through e-mail.

4.11.3.    Affiliate Publisher must ensure each email recipient is provided with a valid opt-out mechanism within each email delivered in order for the recipients to "opt-out" of future mailings from Affiliate Publisher.

4.11.4.    Affiliate Publisher must not use the Advertiser or msmeidanetwork.com name (including any abbreviation thereof) in the originating email address line ("From" line) or subject line of any email transmission, unless specific permission is given otherwise. 

4.11.5.    Affiliate Publisher must not use falsified sender information or falsified IP Addresses.

4.11.6.    Affiliate Publisher must use only pre-approved Advertiser subject lines and from lines as set out in Campaign Terms.

4.11.7.    Affiliate Publisher must use only legitimate routing information.

4.11.8.    Affiliate Publisher must use their own tracking links that redirect to the tracking links supplied by msmeidanetwork.com.

4.11.9.    Affiliate Publisher must have a proper privacy policy on their website, and it must be in compliance with all FTC guidelines, rules and regulations in respect to online privacy and shall warrant that email campaigns are conducted in accordance with that privacy policy, and in accordance with any applicable local or international laws.

4.11.10.  Affiliate Publisher must ensure each email contains Advertiser’s unsubscribe mechanism as set out in Campaign Terms.

4.11.11.  Affiliate Publisher must not send email to any email address or domain contained in an Advertiser’s suppression list as set out in Campaign Terms.

4.11.12.  Affiliate Publisher must ensure each email clearly contains the Affiliate Publisher’s physical address, which cannot be a PO BOX.

4.11.13.  Affiliate Publisher must comply with all campaign instructions from msmedianetwork.com and Advertiser as set out in Campaign Terms.

4.11.14.  Affiliate Publisher must comply with any and all applicable rules, regulations and laws, specified or not within this Agreement, in respect to email distribution and advertising and relating thereto, including the CAN-SPAM Act of 2003.

5.      Advertising Services and Warranties.

5.1.   Provided that Affiliate Publisher complies with all provisions of this Agreement and Campaign Terms, msmedianetwork.com hereby grants to Affiliate Publisher a non-exclusive, limited, revocable license to market, display, perform, copy, transmit, and promote the Ad in connection with its obligations hereunder; and market display, perform, copy, transmit, and promote the Ad to third parties in connection with its obligations hereunder.   Affiliate Publisher's use of Ads or copyrighted materials in violation of this Agreement is strictly forbidden and will result in this limited license being immediately withdrawn and may further result in the termination of the Affiliate Publisher’s account and being held liable under applicable law.

5.2.   msmedianetwork.com's sole obligation to the Affiliate Publisher under this Agreement with respect to Ads shall be to provide such Ads for placement on the msmedianetwork.com Network.    The advertising services provided by msmedianetwork.com are provided "as is".   msmedianetwork.com makes no warranties, guaranties, promises, or estimates, expressed or implied, oral, written or otherwise except as specifically set forth herein, AND does not guarantee, including but not limited to, demographic profiling of Users, click to Action conversion rates, response rates or conversion rates from Action to sale.

5.3.   No additional warranties are provided.  

6.      Commission Earnings and Payments.

6.1.   msmedianetwork.com shall send Affiliate Publisher's commission payment approximately fifteen (30) days from the last business day of each month in which earnings are accrued if the amount due to Affiliate Publisher exceeds either fifty (50) dollars USD or the minimum payment amount requested by the Affiliate Publisher, whichever is higher. Commissions will only be earned on Actions reported by the Advertiser, and only after msmedianetwork.com receives full payment from the Advertiser.   msmedianetwork.com is under no obligation to pay Affiliate Publishers for Actions which are not paid by the Advertiser.

6.2.   In the event of non-payment by a Advertiser, and If msmedianetwork.com elects in its own discretion not to make payment to Affiliate Publisher, an Affiliate Publisher's recourse for any earned commissions not paid shall be to make a claim against the relevant Advertiser(s), and msmedianetwork.com disclaims any and all liability for such payment.

6.3.   msmedianetwork.com or the Advertiser may reverse any Action generated by the Affiliate Publisher.  Circumstances for Action reversals include but are not limited to duplicate Actions, fraudulently generated Actions, non-payment, Affiliate Publisher's failure to comply with the Agreement, or product returns.  Reversals may be applied at any time, including for Actions during a period where payment has already been issued to the Affiliate Publisher.
 

7.      Referral Program.

7.1.   Affiliate Publisher shall earn a 5% referral fee on the commission payments made to any other Affiliate Publishers (excluding bonuses, rewards, additional payouts, Affiliate Publisher earnings where the Affiliate Publisher is an advertising network, and referral income) who have been referred to msmedianetwork.com using the specified link code.   msmedianetwork.com reserves the right to terminate an Affiliate Publisher referral program, in whole or in part, at any time for any reason, including but not limited to, fraud, questionable activity or breach of the terms set out in the Agreement or Campaign Terms.  

8.      Representations and Warranties.

8.1.   Each Party represents and warrants they have full corporate right, power, and authority to enter into this Agreement, to grant the rights and licenses granted and to perform the acts required of it.

8.2.   Each Party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

9.      Non-Circumvention.

9.1.   Affiliate Publisher shall not solicit or recruit, directly or indirectly, any Advertiser that is known to Affiliate Publisher to be an Advertiser of msmedianetwork.com, for purposes of offering products or services that are competitive with msmedianetwork.com, nor contact such Advertisers for any purpose, during the term of Affiliate Publisher's membership in the msmedianetwork.com Network and for the twelve (12) month period following termination of Affiliate Publisher's membership in the msmedianetwork.com Network.

10. Limitation of Liability.

10.1. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR COSTS, DIRECT OR INDIRECT, (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM Affiliate Publisher PARTICIPATION IN MULTIPLE STREAM MEDIA’S NETWORK. MULTIPLE STREAM MEDIA SHALL NOT IN ANY EVENT BE LIABLE TO AFFILIATE PUBLISHER FOR MORE THAN THE AMOUNT PAID TO AFFILIATE PUBLISHER HEREUNDER. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST MULTIPLE STREAM MEDIA MORE THAN ONE YEAR AFTER THE DATE OF SERVICE.

10.2. Affiliate Publisher agrees to not to hold msmedianetwork.com or Advertisers liable for any of the consequences of interruption or service.

11. Indemnification.

11.1.  Affiliate Publisher hereto agrees to indemnify and hold harmless msmedianetwork.com, Advertiser, and each if its agents, officers, directors and employees against all liability to third parties resulting from the acts or failure to act of such indemnifying party, or any act of its customers or users.  Affiliate Publisher is solely responsible for any legal liability arising out of or relating to the Affiliate Publisher's website(s), any material to which Users can link through the Affiliate Publisher's website(s) and/or any consumer and/or governmental/regulatory complaint arising out of any e-mail campaign or other advertising campaign conducted by Affiliate Publisher, including but not limited to any Spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaign to the consumer.

12. Confidentiality.

12.1. Affiliate Publisher agrees to refrain from disclosing msmedianetwork.com’s confidential information or the Advertiser’s confidential information (including but not limited to commission rates, conversion rates, email addresses, fees, identities of Advertisers) to any third-party without prior written permission from msmedianetwork.com. 

13. Force Majeure.

13.1. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

14. Relationship.

14.1.  The Parties to the Agreement are independent non-exclusive contractors. Neither Party will have any right, or authority to enter into any agreement on behalf of, or incur any obligation or liability of, or to otherwise bind the other Party, nor is either party an agent, representative, partner, employee, or joint venture of the other Party.

15. Remedies.

15.1. msmedianetwork.com reserves the right to withhold payment and take appropriate legal action to cover its damages against any Affiliate Publisher that violates the terms of this Agreement or breaches the representations and warranties set forth in this Agreement, or commits fraudulent activity against the msmedianetwork.com. Except as otherwise specified, the rights and remedies granted to a Party under the Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the Party may possess at law or in equity.

16. Entire Agreement.

16.1. This Agreement constitutes the entire and only agreement and supersedes any and all prior agreements, whether written, oral, express, or implied, of the Parties with respect to the transactions set forth herein.

17. Governing Law.

17.1. Use of this site shall be governed by all applicable Federal laws of the United States of America and the laws of the State of New York

 18. Termination.

         18.1.  This Agreement may be terminated by either party. This Agreement may be terminated immediately upon notice for your breach of this Agreement.

         18.2.  An Advertiser may terminate Affiliate Publisher from the Advertiser's program for any or no reason.

         18.3.  Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and Affiliate Publisher must immediately remove all Ads and link to Advertiser(s).

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and binding upon Affiliate Publisher's submission and msmedianetwork.com's acceptance of Affiliate Publisher's properly completed Affiliate Publisher network application without need for further action by msmedianetwork.com.

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Contacting the Web Site
If you have any questions about this Advertising statement, the practices of this site, or your dealings with this Web site, you can contact:

Multiple Stream Media LLC
603 Old Stage Road, Main Bldg.
Saugerties, NY 12477

Tel: (845) 247 2565 
(845) 247 2567
Fax: (845) 247 2569