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This document states the terms and conditions (these "Terms") upon which Callipso Five B.V., a Netherland private limited liability company ("we" or "us"), will provide services to you on the BrokerLtd.com website (the "Service"). bank wire payment agent services are provided by a Dutch limited liability company, upon the agreement signed on February 18, 2013. These Terms constitute a contractual agreement between you and us. By visiting, accessing, using, joining and/or participating in (collectively "using") the Service, you express your understanding and acceptance of these Terms. As used in this document, the terms "you" or "your" refers to you, any entity you represent, your or its representatives, successors, assigns and affiliates, and any of your or their devices. If you do not agree to be bound by these Terms, navigate away from the Service and cease using it. WHEREAS, we have the Service for users of the Service to buy and sell internet traffic; and WHEREAS, you own and operate one or more websites (each "Your Website" and collectively "Your Websites"); and WHEREAS, you desire to sell to the Service traffic going from Your Website to the Service which will be directed to websites operated by other users of the Service ("Third-Party Websites") and/or you desire to buy from the Service traffic originating from Third-Party Websites going to Your Websites; and WHEREAS, we will grant you the use of the Service to buy traffic from and sell traffic to Service. NOW, THEREFORE, in consideration of the recitals and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties make the following agreement:
1. Eligibility You must be over eighteen (18) years of age to use the Service, unless the age of majority in your jurisdiction is greater than eighteen (18) years of age, in which case you must be at least the age of majority in your jurisdiction. By accepting these Terms you represent and warrant that you are at least the minimum age as required by the previous sentence. Use of the Service is further not permitted where prohibited and you represent and warrant that you are not otherwise prohibited to use the Service.
2. Grant of Use; Termination We grant you a non-exclusive, non-transferable and limited right to access, non-publicly display, and use the Service, including all content and services available therein (the "Content"), on your computer consistent with these Terms.
This grant is terminable (including a partial termination or limitation) by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination we may, but shall not be obligated to: (i) delete or deactivate your Account (as defined below), (ii) block your e-mail and/or IP addresses or otherwise terminate your use of the Service, and/or (iii) take any other action to prevent your use of the Service. You may also terminate your participation in the Service by providing notice to us at any time. If you terminate for any reason, or if we terminate for cause, including for breach of any of the Participation Conditions (defined below), then we shall not be obligated to pay you any amounts owing to you. Upon termination by us, you agree not to use or attempt to use the Service after said termination. Upon termination for any reason, the grant of your right to use the Service shall terminate, but all other portions of these Terms shall survive. Pursuant to the terms herein, including Sections 11 and 12, you acknowledge that we are not responsible to you or any third party for the termination of your grant of use.
3. Accounts You must create an account with us (an "Account") to use the Service to its fullest extent. You represent and warrant that all information that you provide to us in creating your Account is complete and accurate. You shall update such information when it changes or when we request.
By creating an Account on behalf of a company or other entity, you represent and warrant that you have the authority and capacity to enter into these Terms and bind the entity on its behalf.
You shall not use another person or entity's Account without authorization. You shall be solely responsible for maintaining the confidentiality of and restricted access to your Account. You shall be solely responsible for all activities that occur under your Account. You shall notify us immediately of any breach of security or unauthorized use of your Account. Pursuant to the terms herein, we shall not be liable for any losses resulting from any unauthorized use of your Account and, in addition to Sections 11 and 12 herein, you hereby indemnify us and hold us harmless for any such unauthorized use.
4. Buyer's Supplement; Seller's Supplement The Service offers you the ability to buy and sell Internet traffic by initiating orders through the Service. If you use the Service to buy traffic or if you use the service to sell traffic, you hereby acknowledge and agree that you agree to and will be bound by the Buyer's Supplement and the Seller's Supplement, respectively, as they may be amended from time to time and which are incorporated herein by reference (together, the "Transaction Supplements"). You acknowledge and agree that a breach of any provision in either of the Transaction Supplements is a breach of these Terms. Where these Terms and the Transaction Supplements conflict, these Terms shall control.
5. Intellectual Property The Content, including text, graphical images, photographs, music, video, software, databases, scripts and trademarks, service marks and logos contained therein, is owned by and/or licensed to us. All Content is subject to copyright, trademark, trade secret, and/or other rights under the laws of applicable jurisdictions, including the United States, foreign laws, and international conventions. We reserve all our rights to our Content.
Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content.
6. Your Websites In order to include Your Website in the Service (and, as a result buy and/or sell traffic), you must submit Your Websites for acceptance into the Service. We reserve the right to accept or reject Your Website from inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions (defined below). In addition to our right to terminate your grant of use of the Service, we reserve the right to terminate Your Website's inclusion in the Service in our sole discretion, for any and no reason, including for failing any of the Participation Conditions, with or without notice. In our sole discretion, we may give you a grace period to cure a breach of a Participation Condition, but we shall be under no obligation to do so.
You must properly categorize Your Website for resource type, niche and content type when you submit it the Service. Your Website shall be deemed "text" content type if it has no thumbs or other content on the page at all. If Your Website has mixed pictures and movie content, it shall be deemed as "movie" content type. If Your Website has mixed movie and "tube" content, it shall be deemed as "tube" content type. You represent and warrant that all information you include with the submission of Your Website is true and correct.
You represent and warrant that you have the necessary ownership, licenses, permissions, rights and consents to submit Your Website to the Service and to authorize us to include Your Website in the Service for any and all uses contemplated by the Service and these Terms. You are entirely responsible for any of Your Websites you submit to the Service. You shall be solely responsible for any and all of Your Websites and any and all consequences of submitting them to the Service.
We claim no ownership or control over Your Website. You or a third party licensor, as appropriate, retain all rights in and ownership over Your Websites and you are responsible for protecting your rights in and ownership over Your Websites as appropriate.
7. Participation Conditions You and Your Websites must satisfy all of the following conditions, as well as the other terms, conditions and restrictions contained in these Terms, in order to qualify for participation and continued inclusion in the Service (the "Participation Conditions"): Necessary Authority:
You must have the necessary ownership, licenses, permissions, rights or consents to submit Your Website for inclusion in the Service and to use Your Website in the Service. You must own or have the necessary licenses, permissions, rights or consents to use all trademarks, copyrights, trade secrets or other proprietary rights in and to the content (including its domain name) on Your Website. Unacceptable Content:
Your Website may not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18). Your Website may not contain any obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate content as decided by us in our sole discretion. Your Website may not depict illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals. Your Website may not contain material that impersonates any person or entity or otherwise misrepresents you or Your Website's users in any way. Your Website must not contain software viruses or any computer code, file or program designed to interrupt, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment. Your Website may not contain Active-X elements or similar technology. Your Website may not contain "malware sponsors," including VideosCash and ZangoCash. Your Website may not contain torrents, "warez" or similar content. Your Website may not contain stolen scripts. Your Website may not contain consoles, pop-ups or floating windows (with the exception of instant messenger floater ads which are used by some dating sponsors). Your Website may not be under construction or incomplete. Your Website must have substantial real content and not simply be "blind links."
Legal Compliance: Your Websites must abide by all applicable local, state, national and international laws and regulations. The generality of this provision shall not be limited by the other Participation Conditions. You must inspect and maintain written documentation sufficient to satisfy United States statute 18 U.S.C. § 2257 and other similar laws to confirm that all individuals on Your Websites are over the age of (18) years, even if you are not subject to the jurisdiction of the United States. If you are subject to EU Directive 2009/58/EC (the "EU Cookie Law"), you must provide clear and comprehensive information about the purposes of, storage of and access to cookies and related technologies used by Your Websites, including those technologies employed by the Service in conjunction with Your Websites, and receive the proper consent as required by the EU Cookie Law. Your Website may not constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party (including the infringement of anyone's intellectual property rights), or otherwise create liability or violate any local, state, national or international law. You may not send, transfer or otherwise initiate e-mails or other communications in violation of "spam" laws, including, for instance, the Can-Spam Act of 2003. You may not use the Service in any way that may expose us to criminal or civil liability. You may not use the service as a means of exchanging currencies.
You agree and acknowledge that we may use both manual and automated methods to ensure your compliance with the Participation Conditions. We retain the sole right, in our reasonable discretion, to determine whether you have complied with the Participation Conditions.
We reserve the right to take appropriate action against you for any breach of the Participation Conditions or other unauthorized use of the Service, including civil, criminal and injunctive redress in addition to termination of your grant of use of the Service. Any use of our computer systems not authorized by these Terms is a violation of these Terms and certain domestic, foreign and international laws.
8. Content on the Service You understand and acknowledge that, when using the Service, you may be exposed to Content from a variety of sources including content made available on the Service by other users or by links to other websites on the internet, including other websites participating in the Service (collectively, "Third Party Content") and that we do not control and are not responsible for any Third Party Content. We assume no responsibility for the content, privacy policies or practices of the Third Party Content and their owners and operators. In accordance with Sections 11 and 12 herein, e also make no representation and warranty as to the accuracy, completeness or authenticity of information of the Third Party Content and we shall not be liable for any and all liability arising from your use of any Third Party Content.
You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent or otherwise objectionable or may cause harm to your computer systems and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.
You understand and acknowledge that we assume no responsibility whatsoever to you for monitoring the Service for inappropriate Content or conduct. If at any time we choose, in our sole discretion, to monitor such Content, we assume no responsibility for such Content, have no obligation to modify or remove any such Content (including Third Party Content), and assume no responsibility for the conduct of the users submitting any such Content (including Third Party Content).
All Content on the Website is provided to you "AS-IS" for your use only as contemplated by these Terms and you shall not use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit for any other purpose whatsoever the Content without the prior written consent of the respective owners/licensors of the Content.
10. Modification of These Terms We reserve the right to amend these Terms, including the Transaction Supplements, at any time by posting such amendments to the Service. The top of the Terms and the Transaction Supplements will indicate the date that amendments were last made. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE SERVICE FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.
11. Indemnification and Release To the fullest extent of the law, you accept full responsibility for, shall indemnify us and hold us harmless for any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing inquiry or investigation that we believe may lead to the institution of any such action, suit, proceeding or alternative resolution mechanism, whether civil, criminal, administrative, investigative or otherwise (hereinafter, collectively, a "Claim") by reason of, connected to, or arising in part or in whole out of any aspect of your use of the Service, Your Website's inclusion in the Service or your breach of these Terms (including the Participation Conditions). You shall indemnify us against any and all expenses, losses, claims, damages, and liabilities, joint or several, including, without limitation, attorney's, investigation, legal, court and other out-of-pocket obligations, fees and costs, and costs of being a witness, incurred by reason of, in connection with or arising in part or in whole out of such a Claim.
In the event of a Claim under this Section, we shall be permitted to select legal counsel to in relation to such a Claim. We reserve the right to participate in the proceedings of any Claim subject to indemnification from you, but we shall have no obligation to do so. You shall not settle any such Claim without our prior written consent, which we shall not unreasonably withhold.
In the event that you are involved in a dispute with any third parties, including any users of Your Websites, you hereby release us, our officers, employees, agents and successors-in-right from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service.
General Terms Relationship of Parties. No partnership, joint venture, agency, franchise, sales representative or employment relationship is intended or created by these Terms. You have no authority to make or accept any offers or representations on our behalf. You shall not hold yourself out as our agent. You shall not take any action or make any statement that contradicts anything in this sub-section.
Third Party Rights. Nothing in these Terms is intended, nor will be deemed, to confer rights or remedies upon any third party.
Merger. These Terms (including those documents incorporated herein by reference), as amended from time to time, constitutes the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent.
Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.
Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
Independent Investigation. You acknowledge that you have read these Terms, including the Transaction Supplements and any additional documentation, and agree to its terms and conditions. You acknowledge that 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. You acknowledge that you have the right to review these Terms with your attorney before you enter into it and that nothing herein and no statement by us or any person associated with us has in any way prevented or inhibited you in any way from seeking such advice before agreed to these Terms.
Assignment. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. We may resell, assign or transfer our rights and obligations under these Terms at any time without restriction and without notice to or consent from you.
Notice. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Service. Notice is deemed to be received by you when it is sent by us. Except as explicitly stated otherwise, notices to us must be delivered by first class mail to [ADDRESS] or by e-mail to [EMAIL] and will be deemed to be received when actually received by us.
Force Majeure. Neither party shall be held responsible for reasonable delay or failure in performance of any obligation pursuant to these Terms caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war or other causes beyond the affected party's reasonable control.
Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term "including" is illustrative and not limitative.
Buyer's Supplement This Buyer's Supplement (this "Supplement") supplements the Terms of Service (the "Terms") for BrokerLtd.com upon which Callipso Five B.V., a Netherland private limited liability company ("we" or "us"), provides services to you on the BrokerLtd.com website (the "Service"). All terms not defined herein have the meaning assigned to them in the Terms. 1. Applicability
The terms of this Supplement shall apply to you if you engage the traffic buying services on the Service (the "Buyer's Program"). By engaging in the Buyer's Program, you agree to be bound by this Supplement in addition to all the provisions of the Terms. 2. Participation Conditions
In addition to the Participation Conditions in the Terms, You and Your Websites must satisfy all of the following conditions in order to qualify for participation and continued inclusion in the Buyer's Program: Your Website may not redirect traffic in any way, including language, country or browser redirecting. Your Website may not auto-bookmark, auto-refresh, auto-focus, or change a user's homepage. Your Website may not contain significant content hosted on free file-sharing websites. 3. Directing and Measuring Traffic
We do not guarantee to direct any volume or quality of traffic to Your Website. We will use commercially accepted methods and practices to direct traffic to Your Website in accordance with your order. However, we do not represent or warrant that the traffic directed to your website will result in any particular actions or transactions (including sales or sign-ups). We shall use our own commercially accepted methods and practices to measure the traffic sent to you under your order. We are under no obligation to use any other methods or practices (including client-side software, third party counters or trade scripts) to measure the amount and quality of traffic sent to Your Website. All measurements provided by us are final. If you dispute any measure provided by us, your sole remedy is to cancel your order, request a refund and cease using the Service.
We will take commercially reasonable steps to provide you with online access to reports that track and review traffic sent to Your Websites under your orders. Such reports will be available to you on the Service. Such reports will be updated on a regular basis but we do not represent or warrant that they will always be in "real-time." We reserve the right to recalculate traffic based on a number of factors, including the discovery of fraudulent traffic or technical errors. The form, content and frequency of updates of such reports are subject to change at our discretion.
1. Purchasing Traffic In order to purchase traffic you must place an order for traffic through our system by selecting which type of traffic you would like to purchase (including landing page, niche, type, uniqueness and other criteria), how much traffic you would like to purchase and which of Your Websites included in the Service you would like traffic directed to. You must pay for the full price of your order before we begin to fulfill it. We will not send traffic to Your Website under an order until you have fully paid for that order.
Payment may be processed by any of the methods posted and made available on the Service that you choose. The price for your order will be determined based on the type and quantity of traffic which you order and you will be charged the amount shown during the making of your order. All prices are in United States Dollars. Prices are subject to change and may vary due to various reasons, including special and limited promotional offers. Prices exclude taxes.
2. Fraudulent Payments You agree not to report as fraudulent, lost or stolen any charge or form of payment which you have used in conjunction with payment to us, for which you do not have a good faith reason to believe is in fact fraudulent, lost or stolen. You agree not to report as unauthorized any charge by us for any transaction for which you do not have a good faith reason to believe is in fact unauthorized. You agree that, absent good faith, in the event of any such report you shall be liable to us for such charge or obligation plus an additional $100 administrative fee. The liability specified in this paragraph will not limit our rights or any other liability you may have for any other reason, including a breach of any other provision the Terms (including the Transaction Supplements).
You must promptly inform us of any changes in the following: (a) the expiration date of any method of payment, (b) changes in home or billing addresses, and (c) apparent breaches of security, including the loss, theft or unauthorized disclosure or use of your payment method, ID or password. If there is any such breach of security, you agree that you shall be liable for any unauthorized use of the Service resulting from such breach. Upon your request, you will be given access to billing records that support charges resulting from your use of the Service.
3. Refunds Within six (6) months of payment by you, we may, upon your request and in our discretion, issue a refund to you for parts of your order not yet fulfilled (i.e., we will issue a pro-rata refund on the amount of traffic purchased but not yet received) less any costs in issuing and processing the refund as long as you have remained in compliance with the Terms, including the Transaction Supplements. You will not be refunded for any taxes paid by you. We will only issue your refund in the same method of payment through with the order was made (subject to that payment method's processing fees). We will only issue your refund if the refund amount is greater than US$50. Refunds shall be subject to the terms and conditions regarding payouts found in the Seller's Supplement.
In order for us to issue you a refund, you must first suspend or delete your order and submit a payout request. For a refund to a credit card, you must also submit a support ticket with your Account username.
Seller's Supplement This Seller's Supplement (this "Supplement") supplements the Terms of Service (the "Terms") for BrokerLtd.com upon which Callipso Five B.V., a Netherland private limited liability company ("we" or "us"), will provide services to you on the BrokerLtd.com website (the "Service"). All terms not defined herein have the meaning assigned to them in the Terms.
1. Applicability The terms of this Supplement shall apply to you if you engage the traffic selling services on the Service (the "Seller's Program"). By engaging in the Seller's Program, you agree to be bound by this Supplement in addition to all the provisions of the Terms.
2. Participation Conditions In addition to the Participation Conditions in the Terms, You and Your Websites must satisfy all of the following conditions in order to qualify for participation and continued inclusion in the Seller's Program: You may not send us any traffic sent from a traffic broker or any service similar to the Service. If Your Website is primarily for hosting galleries, at least 50% of clicks on galleries should actually lead to galleries on that website. If Your Website is primarily a thumb-preview website, no more than 20% of thumbs on that website may lead to traffic brokers. If Your Website is primarily a text website, no more than 20% of your gallery links on that website may lead to traffic brokers. Your Website may not auto-bookmark, auto-refresh, auto-focus, or change a user's homepage. You may not send the Service any "404" traffic or traffic sent through pop-ups or pop-unders. You may not send the Service any traffic sent through fake flv players. You may not send the Service any traffic from gallery thumbnails. You may not send the Service any traffic using i-frames. You may not use any method to artificially or fraudulently inflate the volume of traffic you send to the Service. Such prohibited methods include: framing a banner's click-through destination, auto-spawning browsers, running spiders against Your Websites, automatically redirecting users and any other technique which may generate automatic or fraudulent traffic. You may not require your users to perform an action to send the Service traffic in order for the user to use Your Website. You may not provide incentives of any nature to encourage or requires users to perform an action to send the Service traffic. You may not use any fraudulent or misleading methods to prompt your users into performing an action to send the Service traffic.
3. Measuring Traffic We will use our own commercially accepted methods and practices to measure the amount and quality of the traffic you send to the Service. We are under no obligation to use any other methods or practices (including client-side software, third party counters or trade scripts) to make these measurements. All measurements provided by us are final. If you dispute any measurement provided by us, your sole remedy is to cease sending traffic to the Service and submit a payout request.
You acknowledge and agree that we will not attribute to you traffic which we cannot with reasonable certainty determine that you sent. Examples of such situations include when you fail to properly use a Selling Method (defined below) or when a user's browser settings prohibit our ability to properly measure or track traffic.
We will take commercially reasonable steps to provide you with online access to reports that track and review traffic you have sent to the Service. Such reports will be available to you on the Service. Such reports will be updated on a regular basis but we do not represent or warrant that they will always be in "real-time." We reserve the right to recalculate traffic based on a number of factors, including the discovery of fraudulent traffic or technical errors. The form, content and frequency of updates of such reports are subject to change at our discretion.
4. Selling Traffic After Your Website has been accepted into the Service, you may begin sending traffic to the Service by using one or more of the methods detailed in the User Guide on the Service (a "Selling Method"). We are under no obligation to count traffic you send to us if you fail to properly use a Selling Method. You acknowledge and agree that it is your sole responsibility to determine whether you are properly using a Selling Method.
You will accumulate commissions based on the quantity and quality of traffic you properly send to the Service ("Commissions"). The amount of each Commission will be based on our measurements and the posted rates on the Service. All rates are in United States Dollars. Rates are subject to change and may vary due to various reasons, including special and limited promotional offers. Your Commissions will accrue to your Account regularly, but not necessarily in real-time.
5. Payment of Commissions You may submit a payout request of your Commissions as long as your Commissions total at least $50 US (the "Payment Floor"). We will take commercially reasonable means to process your payout request within 72 hours on a business day, but we make no guarantee that all payouts will be processed in that time frame. We will not process payouts on non-business days.
If you have not earned or accrued any Commissions totaling an amount above the Payment Floor in any six month period, or if your use of the Service is terminated, we may charge you a maintenance fee in an amount up to the Payment Floor for every six month period. The maintenance fee may be deducted and offset against any unpaid Commissions.
We may, in our sole discretion, refuse to process a payout request or place a payment hold on any part of all of your Commissions for any reason, including if we have a reasonable suspicion that you have breached the Terms, including any of the Participation Conditions. You may dispute a payment hold by notifying us.
If a Commission is paid to you and we subsequently determine that some or all of the traffic you sent the Service to earn that Commission was sent in breach of the Terms, including any of the Participation Conditions, we may set-off the amount of the Commission accrued in breach, plus any related fees, from any Commissions remaining in your Account and/or subsequent Commissions earned. If there are no remaining Commissions in your Account or no subsequent Commissions earned, we shall send you an invoice for the set-off amount and you shall pay such invoice no later than thirty (30) after the invoice date.
There is a surcharge of 1-3% on all payouts. The exact surcharge will depend on the method of payment.
6. Taxes Upon creation of your Account or prior to processing of a payout, we may require you to complete certain tax documents. We may withhold all Commissions accrued to your Account until such time as you submit these documents to us. If you fail to submit these documents to us within sixty (60) days of receipt of these documents, we may suspend your Account until such time as you submit the documents; alternatively, we may terminate your use of the Service and any Commissions you have accrued will be forfeited.
We assume no responsibility for paying any taxes, banking commissions or currency fees on your behalf. You agree and acknowledge that you assume complete and sole responsibility for any taxes, banking commissions or currency fees owed as a consequence of your participation in the Service.