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nooked widgets terms of use

All clients (hereinafter "Client" or "you") enrolled in the nooked™ Program are completely bound by the terms and conditions set forth in this Terms and Conditions Agreement ("Agreement"). nooked limited (hereinafter "nooked") reserves the right to terminate the agreement and/or withhold payment from any Client that violates this Agreement.

The parties hereto, in consideration of the mutual obligations set forth hereinafter and intending to be legally bound, hereby agree as follows:

1. Purpose. nooked and Client hereby agree to enter into an agreement whereby Client will be enrolled in nooked partner Program. Nooked shall provide Client with relevant paid search results ("Search Results") comprised of a list of paid listings ("Paid Listings") for display within an ad unit "Widget" on Client's Website. nooked will pay Client based upon the revenue generated from the Paid Listings as set forth in this Agreement.
2. Program Participation. Participation in the Program is subject to Client's continued compliance with the Program Policies which are set forth on Exhibit A attached hereto and made a part hereof and are incorporated by reference herein, or such other Program Policies (whether provided via a URL or otherwise) as nooked may provide or make available to Client from time to time. Client agrees that nooked may supply Paid Listings via a third party distributor and/or nooked provided advertisements to the Website that Client designates ("Site"). Client can choose to use the service on any website as long as the website meets complies with Exhibit A or as nooked's Program Policies provide. If Client is an individual, Client must be 18 years or older to participate in this program and by participating in this program, Client is confirming that they meet this requirement.
3. Widget Placement. Client agrees to comply with the technical specifications provided by nooked and the Placement Requirements set forth below to ensure proper display of the Widget on the Site.
4. Prohibited Uses. Client shall not, and shall not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any Paid Listing, including but not limited to repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Paid Listing or Widget, or remove, obscure or minimize any Paid Listing or Widget in any way; (iii) frame any Web page accessed by an end user after clicking on any part of a Paid Listing link ("Advertiser Page"); (iv) redirect an end user away from the Advertiser Page, provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the Paid Listing and the Advertiser Page; (v) display any Paid Listing on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable Web site), or in any email or on any Web page or any Web site that contains any pornographic, hate-related or violent or illegal content ; or (vi) act in any way that violates any Program Policies posted on the nooked Web Site, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement and Client's participation in the WidgetBucks program; (vii) disclose information related to the click through rates, CPCs and other statistics.
5. Client's Obligations. Upon execution of this Agreement Client agrees to:
   1. test the functionality and appearance of, and assist nooked in verifying the functionality and appearance of, the Widget, test the links to the Paid Listings and ensure that users gain timely access to the Paid Listings. However, Client shall not perform any testing or initiate any click-throughs in an automated fashion that are not initiated by an end user of the Site.
   2. not use any portion of the Paid Listings for any purpose other than displaying Paid Listings on the Site in the form designated by nooked in response to a particular User Query.
   3. not intentionally post misleading information with regard to the Paid Listings or directly or indirectly encourage or require users to access the Paid Listings or to otherwise generate click-throughs through any means which could be interpreted as coercive, misleading, malicious or otherwise fraudulent.
   4. display the Paid Listings in the order, manner and format received from nooked and not to alter either the Paid Listings or the any licensed marks appearing in the Paid Listings except as previously agreed to in writing by both parties.
   5. not collect trends or data or information from the Paid Listings without prior written consent for nooked.
   6. not disclose proprietary information about nooked and/or its Paid Listings Providers, including URLs and parameters used to access Paid Listings. Any affiliates of the Client must access Paid Listings through the Client and not directly through nooked
   7. make reasonable efforts to stop "bots" or "spiders" from initiating requests for Paid Listings or executing click-throughs on Paid Listings. Additionally, if nooked informs Client of the IP addresses of agents, affiliates, networks of computers, or other third parties that appear to be using "bots" or "spiders", Client shall use reasonable efforts to block such IP addresses from accessing the Paid Listings service. Client shall notify Company as soon as practicable in the case where a "bot," "spider," "network," or User cannot be stopped from performing repeated searches or click-throughs on the Paid Listings service or results, and shall not object if nooked blocks such IP addresses on its own. A "bot" or "spider" shall be defined as a software program that executes searches or click-throughs that were not initiated by unique Users of the Client's website or service. A "network" is any group of computers connected to the Internet.
   8. not utilize any means which would inhibit the user's internet browser from passing the referring URL to nooked's Paid Listing's service.
6. Payments and Reporting.
   1. For each month or portion thereof in which you participate in the nooked Program, nooked will make a payment to you based upon the revenue generated via the Paid Listings on your Site, as determined by nooked ("Publisher Payment"). You will have access to an online reporting tool to view activity generated by Widgets from your Site.
   2. nooked will pay Publisher Payment for the previous month's activity within forty-five (45) days of the end of each month, subject to a monthly minimum of Euro 50.00.
   3. We reserve the right to withhold payment to you in the event of any suspected or actual violation of this Agreement or part thereof, or other policy or guideline established by nooked in connection with the nooked Program. You agree to forfeit and/or have offset any payments made which are determined by nooked to have been generated by you or from your Site in violation of this Agreement or other policy or guideline established by nooked in connection with the nooked Program.
   4. You agree to pay all applicable taxes, including any applicable VAT or other similar taxes, imposed by any government entity in connection with your participation in the nooked Program. You are solely responsible for providing and maintaining accurate contact and payment information in connection with your participation in the nooked Program. U.S. taxpayers must provide, among other information, a valid U.S. tax identification number and a fully-completed Form W-9. Non-U.S. taxpayers either a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, a signed certification that the taxpayer does not have U.S. activities as required by the U.S. tax authorities.
   5. Any questions or claims regarding any charges or payments must be raised with us in writing within sixty (60) days after the date of such charges or payments, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the applicable charges or payments. Payment shall be calculated solely based on records maintained by nooked. The acceptance of any payment by you due hereunder shall be deemed the accord and satisfaction of such payment and you waive any right to claim any additional amount beyond the amount you were paid for that payment.
   6. Referral Program. Clients can refer publishers to nooked's nooked Program and can earn a 5 percent referral fee based on the commissions earned by the people they refer. Affiliates receive this 5 percent for the full 12 months after the new member joins. Payouts to affiliates are monthly, along with their commission checks. Referral payment is subject to the referred Publisher being accepted into the nooked Program at nooked's sole discretion. To permit accurate tracking, reporting, and referral fee accrual, nooked will provide Clients with special "tagged" link formats to be used in all links between the Client's Website and nooked's Program application page. The cookie resulting from the referral link is valid for 30 days.
   7. Termination. Client may terminate this Agreement, or cancel the participation of additional Site participating in the Program pursuant to Section 2, with or without cause at any time. nooked may at any time without notice, in its sole discretion terminate this Agreement, or suspend or terminate the participation of any Site under this Agreement for any reason whatsoever, with or without cause. In addition, nooked reserves the right to terminate this Agreement or cancel participation in the Program of any Site without notice where such Site has not generated any clicks on Paid Listings (as measured by nooked) for a period of two (2) months. Upon termination of this Agreement for any reason, sections 10, 11, 12, 13, 16 and 18 shall survive. Upon termination of this Agreement, Client agrees to assist in the removal from the Site any portion of the Paid Listings, nooked's or its Paid Listings Providers' Logo, nooked's or its Paid Listings Provider Licensed Marks or any other nooked or its Paid Listings Providers' Intellectual Property from Client's Site. Where, pursuant to Section 2, Client has multiple Sites participating in the Program, the foregoing shall apply to cancellation or termination of any such Site in the Program without effecting this Agreement in relation to the remaining Sites.
   8. Confidentiality. Client agrees not to disclose nooked's Confidential Information without nooked's prior written consent. "nooked Confidential Information" includes without limitation: (a) all nooked software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to by nooked; and (c) any other information designated in writing by nooked as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by Client or nooked, or information that has been (i) independently developed without access to nooked Confidential Information as evidenced in writing; (ii) rightfully received by Client from a third party; or (iii) required to be disclosed by law or by a governmental authority.
   9. No Guarantee. nooked makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Client under this Agreement.
   10. No Warranty. NOOKED MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
   11. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR CLIENT'S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) MPIRE'S AGGREGATE LIABILITY TO CLIENT UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY MPIRE TO CLIENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. Neither party will be entitled to make any claim nor commence any proceedings arising out of any transactions pursuant to this Agreement unless the same is brought within one (1) year from the date the cause of action arose. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
   12. Publicity.Client agrees that nooked may use Client's name and logo in presentations, marketing materials, press materials, customer lists, financial reports and Web site listings of customers and therefore grants nooked a limited license to use Client's logo in accordance with the foregoing.
   13. Representations and Warranties. Client represents and warrants that (a) all of the information provided to nooked in connection with this Agreement is correct and current; and (b) Client is the owner of the Site or that Client is legally authorized to act on behalf of the owner of such Site for the purposes of this Agreement and the Program; and (c) Client has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Client hereunder. Client further represents and warrants that each Site and any and all material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent or illegal in content.
   14. Indemnification. Client agrees to indemnify, defend and hold nooked, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), arising out of, related to this Agreement or which may arise from Client's enrollment in the Program, use of the Site, and/or its breach of any term of this Agreement
   15. Information Rights. nooked owns and may retain and use for its own purposes all information Client provides, including but not limited to Site demographics and contact and billing information. Client agrees that nooked may transfer and disclose to third parties personally identifiable information about Client for the purpose of approving and enabling Client's participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws. nooked disclaims all responsibility, and will not be liable to for any disclosure of that information by any such third party. nooked may share aggregate (i.e., not personally identifiable) information about Client with advertisers, business partners, sponsors, and other third parties. In addition, Client grants nooked and its designated agents the right to access, index and cache the Site(s), or any portion thereof, including by automated means including Web spiders or crawlers.
   16. No Rights Granted. Client acknowledges that any and all of the trademarks, trade names, copyrights, patents, and other intellectual property rights utilized by nooked in connection with the performance of this Agreement will be and remain the sole property of nooked. Client acknowledges that no rights or licenses are granted with respect to any of the foregoing under this Agreement.
   17. Entire Agreement. This Agreement and any Exhibits identified herein or referenced and made a part of this Agreement by Client's requirement to review revisions or updates to this Agreement (for example at a URL provided by nooked) constitute the whole agreement between the parties with respect to the subject matter hereof. Client hereby acknowledges that it has not relied on any prior or contemporaneous representations, written or oral, not set forth in this Agreement with respect to any matter related to the interpretation or performance of this Agreement
   18. Copyright / Digital Millennium Copyright Act. The Digital Millennium Copyright Act of 1998 ("DMCA") provides recourse for copyright owners who believe that their rights under U.S. copyright law have been infringed on the Internet. Under the law, copyright owners who believe that their rights have been infringed by unauthorized use of their protected works appearing online may contact the service provider hosting the material in question, directly or through their authorized agents, and request that the infringing material be removed or access to it disabled. nooked takes allegations of copyright infringement very seriously. If you believe in good faith that nooked is the hosting service provider of material that infringes your copyright, you may submit a written notification of claimed infringement to nooked's designated agent:
       • By Mail or Courier:
       • DMCA Designated Agent
       • nooked limited
       • bic, IT Sligo,
       • Sligo, Ireland

       By Email: copyright@nooked.com

       NOTE: No other notices or communications should be sent to the designated agent, who is appointed solely for the purpose of receiving notices of copyright claims under the DMCA. Specific requirements for proper notification of claimed infringement are set forth in the DMCA (see 17 U.S.C. § 512(c)(3)). Valid notification must be a written communication that includes all of the following elements:

       Signature of copyright owner or person authorized to act on behalf of the owner; Identification of copyrighted work claimed to be infringed; Identification of the material claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact the complaining party (address, phone number and, if available, email address); A statement that the complaining party has a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law; A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right allegedly being infringed.

       Please be aware that there are substantial penalties for false claims. This information should not be construed as legal advice. nooked advises that you seek independent legal counsel before filing a notification. For further information about the DMCA, please visit the Website of the U.S. Copyright Office at: http://www.copyright.gov/onlinesp.

   19. Miscellaneous. This Agreement shall be governed by the laws of Ireland except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in an Irish court. Modifications to this Agreement may be made by nooked at anytime by updating the Terms and/or Program Policies on the nooked Website. Client agrees to monitor such changes and agrees that such modifications and updates are binding on Client. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Client may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to nooked. Notwithstanding the foregoing, nooked may assign this Agreement to any affiliate at any time without notice. The relationship between nooked and Client is not one of a legal partnership relationship, but is one of independent contractors and that neither party has the authority to bind the by contract or otherwise.
   20. Electronic Signature: Client acknowledges and agrees that by checking the Terms and Conditions check box on the online application form, client is a duly authorized signatory, 18 years or older, has all the necessary authority to bind the individual, company or entity using the Paid Listings service under this Agreement and is submitting a legally binding electronic signature and entering into a legally binding contract. Client also hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

Exhibit A nooked Program Policies

All publishers who apply for the nooked program are reviewed according to these program policies. We also monitor sites after they begin running the Paid Listings under this program. If a site is found to be in violation of our policies at any time, we will warn the publisher or suspend or terminate the account.

Account Transferability: nooked accounts are not transferable, assignable or resalable in connection with the sale of your site or otherwise. For example, when a site changes ownership or management, the prior owner or manager must cancel the Paid Listings Distribution account for the site, and the new owner or manager may apply up for a new Paid Listings Distribution account in his or her name. Ad Placement

• Widgets may be displayed on each Web site page
• Widgets must not be displayed on any pop-ups, pop-unders, error, registration, or "thank you" pages, or in any email.
• Widgets may not be placed on pages published specifically for the purpose of showing ads, whether or not the page content is relevant.
• Elements on a page must not obscure any portion of the Widget or Paid Listings, and the Paid Listings colors must be such that the ad text and URL are visible.
• Back-links placed by nooked in the HTML code must not be removed.

Dialers: Your site must not require or prompt an end user to download a dialer in order to view content of the site. Web pages may not include incentives of any kind for users to click on ads. This includes encouraging users to click on the Paid Listings or to visit the advertisers' sites as well as labeling the Paid Listings with text other than "sponsored links" or "advertisements."

Language: The Widget code may only be placed on pages with content primarily in English, unless otherwise supported

Prohibited/Fraudulent Clicks: Any method that artificially and/or fraudulently generates clicks is strictly prohibited. These prohibited methods include but are not limited to: repeated manual clicks, using robots, automated clicking tools, or other deceptive software. Please note that clicking on your own Paid Listings for any reason is prohibited, to avoid potential inflation of advertiser costs.

Prohibited Site Content:

• Pornography, adult, or mature content.
• Excessive advertising and/or incentives (monetary or point-based) to users or third-party beneficiaries for online activity including, but not limited to, clicking on ads or links, performing searches, surfing websites, reading emails, or completing surveys.
• Hate-related, violent or illegal content.

Site Functionality: Your site must not contain broken links and must be launched, functioning, and easily navigable.

Site Responsiveness: Sites must respond adequately to support requests and enquiries of their users.