1. Agreement

1.1 This Agreement made between Monetize365 LLC, of Idaho, residing in the United States of America hereto referred to as Monetize365, and You hereto referred to as You or Your.  If You are accepting this Agreement in proxy of an entity You agree that You are accepting this Agreement by and for that entity.

1.2 By Accepting the following terms set forth by Monetize365 You agree that

(a) You are at least 18 years of age,
(b) You will provide current, accurate, and truthful information about You and/or the entity You are registering in proxy for, and
(c)You agree to update any personal or entity provided information that may change immediately.

Please note that Monetize365 reserves the right to, of its own free will and choice, use certain means to crosscheck the accuracy and truthfulness of any information provided by You.  This may be done by using any number of background check or credit check services publically available to Monetize365 and its affiliates.  Also note that Your credit score or financial stability will not affect Your ability to participate as a member of our network.  If a credit or back ground check is necessary for verification purposes, the information gathered will be used solely for that function.

1.3 By completing the registration process You hereby agree to be bound by any and all terms set forth by this Agreement.

1.4 Monetize365 provided services are to be used for business purposes only, and are not to be used for any personal applications what-so-ever.

You are herby advised that if any information provided by You is found to be false or misleading in anyway Monetize365 may immediately restrict, terminate or cancel Your account, and conclude any benefits to You as provided by Monetize365 and any of its networks.  You may also be requested, as part of the application process to become an advertiser with Monetize365, to provide references upon request.  These references will be used by Monetize365 to research and possibly prove information provided by You as it deems necessary for approval of Your account as a network advertiser.

Monetize365, of its own free will and choice, reserves the right without liability to omit, exclude or reject any Advertiser with or without notice regardless of the possibility of having been previously accepted.

1.5 In relationship to or in regard to any site or any segment thereof used by You in association with Your involvement on any Monetize365 network, You may not engage in an activity that is or involves, constitutes, advocates, promotes or facilitates one or more of the following:

(a) Libelous, defamatory, threatening, harassing, tortuous, or similar actions
(b) Discrimination on basis of gender, ethnicity, race, religion, age, and any other unlawful bias under relevant laws
(c) Pornographic, obscene, sexually explicit or other such activities
(d)Gambling
(f) Terrorism, sedition or other illegal activities
(g) Export, sale, and/or use of illegal substances
(h) Any propriety materials for download, sale or otherwise without the permission of the owner with the Intellectual Property Rights
(i) A violation or variance of any law, regulation, or Intellectual Property Rights or any other given rights of a person or entity
(j) Impersonation of any person or misrepresentation of affiliation with any person or entity
(k) Harm to minors as defined by applicable laws in any way

1.6 All new advertiser accounts are subject to the approval, given via written or electronic communication, of Monetize365.

2. Use of Monetize365 Network

2.1 You are required to provide, unless otherwise arranged with a third party or with Monetize365, all of the required materials, documentation, pixel tracking, coding, pricing and all other related materials and information for each offering  You want to have placed for publisher participation on any of Monetize365 networks. Monetize365 reserves the right to review all provided materials and information prior to uploading for use on any of its networks and, of its own free will and choice, may reject with notice, via written or electronic communication, to You any such offering.

2.2 Upon Your application approval by Monetize365 any and all offerings provided by You to Monetize365 are subject to these terms throughout the entire duration of Your participation on or with any Monetize365 provided offering or network.

2.3 Monetize365 or You may make necessary changes to any offering at any time upon reasonable notice to either party, but any such changes may be subject to review and approval by Monetize365.

2.4 You acknowledge and agree that Monetize365 shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be cause by or in connection with use of or reliance on any content, goods or services available or provided by You on any website or resource on which You have chosen to participate on or with.

3. Billing and Payment

3.1 You are required to put a down payment and/or deposit equal to the total amount of fifty ( 50 ) sales  prior to Your participation with any offering on any Monetize365 network which is to be held in escrow.  This deposit is to be made in U.S. dollars, and Your participation in/or with any Monetize365 offering may not commence until the deposit has been paid in full.

3.2 Monetize365 has all of its offerings set on a seven ( 7 ) day billing cycle which commences and ends every Sunday evening at midnight ( 12:00 AM ) Pacific Standard Time.  

3.3 Invoices will be sent out within two business days after the billing cycle has ended.  All invoices are then due on a net seven ( 7 ) payment term from the date shown on the invoice. You hereby agree to adhere to Monetize365's payment terms and will, in good faith, make payments on time.  If payments are late or a partial payment is received, unless prior arrangements have been made, Monetize365 reserves the right to restrict, suspend or terminate Your participation in any of its networks.  If such an occurrence arises You are advised that You remain liable for any monies owed to Monetize365, its networks or affiliates.

3.4 Late Fee: A fee of 10% APR will be charged to the Advertiser for all late payments.  If payment is not made by Advertiser to Monetize365 within one hundred and twenty ( 120 ) days of the initial due date Monetize365 reserves the right to send Advertiser to a collection service for payment acquisition.

3.5 Payments are to be made in guaranteed and/or certified funds only.  That being by bank wire transfer, certified check, money order or cash deposit.

4. Reports

4.1 The Monetize365 software system produces various reports from which we obtain information such as, but not limited to, billable activity and tracking data.  All information billed to You will have been acquired from these reports, and they can be used to cross-reference secondary  reported activity in order to establish possible pixel misfires or other such occurrences. 

5. Privacy

5.1 The protection of Your private information, that of our network publishers and that of our consumers is of paramount importance to us at Monetize365.   Monetize365 is subject to, and abides by all laws governing online privacy as provided by the applicable privacy legislation of the United States of America.   (Please refer to http://www.congress.gov for further information regarding applicable privacy laws)

5.2 Any and all offerings provided by You to be placed for publisher participation on any Monetize365 network or affiliated network must include an easy-to-read and understand privacy policy conspicuously located in order to allow for easy access. The privacy policy must include, at minimum, the process of collection, disclosure and use of any information related to the end user that You provide or may provide to Monetize365 and/or any network publisher.  You must also make certain that the privacy policy includes information regarding tracking cookies, and any other tracking  technology provided to or acquired through Monetize365 and/or an applicable offering.  Any such offering that does not meet this criteria will be rejected for use on Monetize365's online platform and/or networks with or without prior notice to You.

6. Termination and Duration

6.1 Upon Your acceptance of and Your account approval by Monetize365 this Agreement shall remain in effect until terminated.

6.2 Monetize365 reserves the right, of its own free will and choice, to remove and/or cancel any offering provided by You for participation on any Monetize365 provided publisher networks at any time and for any reason, with or without notice to You. Furthermore, Monetize365 reserves the right to limit, restrict or discontinue Your access to any Monetize365 provided network at any time without notice.

6.3 You may terminate this Agreement at any time with notice, via written or electronic, to Monetize365 upon Your own free will and choice.  Your account termination will then be pending and must be acknowledged by a member of Monetize365 with notice given to You that the account has been closed via written or electronic communication.

6.4 You are hereby notified that You remain solely liable, and responsible for any funds due to Monetize365, its networks or affiliates regardless of account termination.

6.5 The Agreement will terminate immediately upon the insolvency or dissolution of either party.

7. Grant of License

7.1 As a continued member, in good standing with any of Monetize365 network,  Monetize365 grants You non-transferable, non-exclusive, limited and revocable license and right to:

(a)Use, and participate in any of the online tools provided to You by Monetize365 and/or its network publishers.  You may, for business purposes only, download any applicable reports and information made available to You by its system.
(b)Gain access to and use any content provided to You by Monetize365 or its network publishers for the sole purpose of maintaining qualified links in order to conduct business as a network advertiser registered with Monetize365.
Note: The use of all reports made available to You by Monetize365, the online software tools, or through applicable network publisher such as publication, transmission, sale, transfer, distribution and all other like activities is prohibited.

7.2 These terms of service do not grant You any right to use or license Monetize's365's name, logos, trade, or service marks except only to the extent required to use in connection with a website address or URL.  You must also obtain explicit written consent to mention Monetize365 in any press release or announcement written by You, or having been commissioned to be written for You.

7.3 All terms of this Agreement and grants of license are subject to You remaining in good standing as a network advertiser and/or member of Monetize365 and its networks.  Monetize365 reserves all rights not unambiguously given to You within the terms of this Agreement.  Monetize365 may, at any time, revoke any such license by giving You notice via electronic communication or in writing.

8. Representation and Warranty

8.1 You warrant, covenant, and represent that:

(a)All information provided by You as part of the membership registration process and future information updates as they occur is truthful, complete and accurate.
(b) You have the right legally to conduct any business in connection with Your registered account(s) with Monetize365 and its networks.
(c)Upon finishing the registration process, this Agreement is validly authorized, executed, and delivered by You, or Your authorized representative, and constitutes Your legal and binding obligation, enforceable against You in accord with its terms.

9. Non-Disclosure

9.1 Disclosure of confidential information including, but not limited to trade secrets, information disclosed to You by Monetize365 for the purposes of becoming a network advertiser, proprietary data or documents and any other like information in connection with Monetize365, its networks, and offerings is prohibited. 

9.2 If You are requested to provide information by subpoena, interrogation, or other legal process that would require You to disclose any confidential information protected by this Agreement You must promptly provide Monetize365 a copy of any said order, request, or like documentation prior to making response thereto.

10. Compliance with Laws

10.1 You, Your affiliates, officers, employees, directors, agents, consultants and representatives shall comply at all times with all applicable federal, state, provincial and foreign laws, ordinances, rules, regulations, orders, decrees and judgments when conducting business with Monetize365, its networks, and any other activity that You are actively engaged in with Monetize365.

11. Disclaimer

11.1 Monetize365 Networks and any Monetize365 offerings are provided, As is, Where is and Where Available.  Each of Monetize365 and related parties hereby disclaim any and all warranties, express or implied, including any warranty as to accuracy, completeness, most current, advertiser-ability, non-infringement , security, title, or fitness for a particular purpose of any Monetize365's network or offering or that Your use of the same shall be uninterrupted or error-free, or that any network publisher will be available or can or will be willing to enter into any Agreement with You.

12. Limitation of Liability

12.1 If You are able to reasonably determine that Monetize365 has not met or has failed to meet obligations under this Agreement then You must notify Monetize365 within seven (7) days of acquiring any allegedly nonconforming services.  If You fail to provide Monetize365 with information regarding the allegations within the given time frame it will mean that You accept such services, and Monetize365 will thereafter have no liability with respect to such services.  If notification of allegations has been received within the given seven (7) days, of its own free will and choice, Monetize365 may re-perform the service(s) in question or otherwise provide You with a substitute in lieu thereof.

12.2 If, notwithstanding the above, liability is imposed on Monetize365 or Monetize365 associated or related parties, then You agree that the total liability of Monetize365 and Monetize associated or related parties, its and their officers, employees, agents, subcontractors and representatives to You will not exceed Twenty Dollars U.S. ( $20.00 ).  You acknowledge that this limitation of damages is fair and reasonable, in light of the fact that Monetize365 is providing this service at no charge to You.

12.3 No Monetize365 and Monetize365 associated or related parties will be liable to You for any indirect, incidental, reliance, consequential, special or punitive damages, including loss of revenue or profits, even if such person was aware that such damages could result.

12.4 Limitation of Liability set forth in this Agreement shall not apply to any liability for:

(a) Death or personal injury resulting from Monetizse365's negligence or
(b) Fraudulent misrepresentation on the part of Monetize365.

12.5 In addition, some jurisdictions do not allow the exclusion of certain warranties or limitation of certain liabilities.  Accordingly, some of the above limitations of this section may not apply to You.

13. Indemnity

13.1 You agree to indemnify defend, protect, hold harmless, and release Monetize365 its officers, agents, and employees from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of arising out of Your participation on any Monetize365 network, associated network, or associated network publisher to the extent provided by the governing law of the United States of America.  This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party, You, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

13.2 You and Monetize365 furthermore agree that each party is to be responsible for its own wrongful or negligent acts or omissions of those of its officers, agents, or employees arising in any way out of this Agreement to the extent permitted by law.

14. Amendments

14.1 Monetize365 may, at anytime, add to, remove or otherwise amend any or all terms, conditions, and/or provisions of this Agreement, including network policies and guidelines upon, at least, seven (7) days' prior written notice.

15. Additional Information

15.1 Data transfer, conversion, processing and storage are subject to the likelihood of machine and human errors, delays, interruptions and losses.  Monetize365 is not liable for any such events or their consequences.  You are solely responsible for adopting measures to limit the impact of such events, including backing up any reports or data provided to You.

15.2 This Agreement shall be governed and construed in accordance with the laws of the State of Idaho, U.S.A., without regard to its conflicts of law principles.  You consent to the personal and exclusive jurisdiction of the Federal and Idaho State courts sitting in Ada County, Idaho, U.S.A.  Each party waives rights to trial by jury in respect of any action, suit or proceeding arising out of this Agreement.  The U.N. Convention of the International Sale of Goods shall not apply to this Agreement.

15.3 You shall not assign or delegate any of the rights or obligations under this Agreement, and any such attempted assignment or delegation shall be void.  Subject to the preceding sentence, this Agreement is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

15.4 If any portion of this Agreement is held by court with jurisdiction to be invalid or unenforceable, the remaining portions thereof, shall remain in full force and effect.  If any provisions of this Agreement shall be judicially unenforceable in any jurisdiction, such provision shall not be affected with respect to any other jurisdiction.