Rewards Program Agreement

Conduit Publisher Rewards Program

Terms and Conditions

By completing and submitting the accompanying registration form, you are agreeing to the terms and conditions of this Publisher Rewards Program Agreement (“Agreement”), and entering into a legal agreement with Conduit Ltd. (“Conduit”), which governs your participation in the Conduit Publisher Rewards Program (“the Program” or “the Rewards Program”).

This Agreement supplements and does not replace the Publisher Agreement between Conduit and yourself (the “Publisher Agreement”) and the terms of the Publisher Agreement will apply to this Agreement except as specifically provided herein. If you have not yet agreed to the publisher agreement, you are hereby declaring that by agreeing to this agreement you are approving you have read and agree to the terms of the publisher agreement as published at http://www.conduit.com.

BY CLICKING THE CHECKBOX NEXT TO THE SENTENCE WHICH SAYS, “I HAVE READ, AND AGREE TO CONDUIT’S PUBLISHER REWARDS PROGRAM AGREEMENT” (OR ANY SIMILAR BUTTON WHICH INDICATES YOUR CONSENT TO THIS AGREEMENT) AND CLICKING THE SIGNUP FOR THE PROGRAM BUTTON, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR COMPLIANCE WITH EACH AND EVERY TERM AND CONDITION HEREOF, AND THAT YOU ARE AUTHORIZED TO BIND THE ENTITY YOU REPRESENT. Do not select "I HAVE READ, AND AGREE TO CONDUIT’S PUBLISHER REWARDS PROGRAM AGREEMENT" button (or any similar button which indicates your consent to this Agreement) until you have carefully read, understood, and agreed to the term of this Agreement. You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Capitalized terms not defined herein shall have the meanings assigned thereto in the Publisher Agreement.

1. Eligibility for the Rewards Program

You are eligible to register for the Rewards Program if you have customized a Tool-Bar (“Your Tool-Bar”) and you have an active account with Conduit Notwithstanding the foregoing, you are not eligible for the Rewards Program if you have a revenue sharing agreement with a third party entity with which Conduit has a revenue sharing agreement. Furthermore, Conduit reserves the right, in its sole discretion, to reject any application for the Rewards Program, including an application from a publisher meeting the criteria set forth above.

2. Payments to you under the Rewards Program

a. As a member of the Rewards Program, you will be eligible to receive periodic payments from Conduit. These payments will be calculated by Conduit in accordance with your Toolbar’s performance, in each case during the relevant period. The method of such calculation shall be determined by Conduit in its sole discretion and can be amended by Conduit from time to time without notification to you.

b. Payments that you are eligible to receive hereunder will be credited to your current account maintained on your behalf by Conduit on a password protected area of its website (“Your Account”).

c. Upon joining the Rewards Program, Your Account will be credited with an initial sum of $100 (this initial credit is a one-time promotional offer). Once the amount in Your Account equals or exceeds US$ 250 (a “cash out station”), you will be eligible to cash out the amount in Your Account (which shall be paid to you as described below) by pressing the "cash out" button (available upon reaching the cash out station). After cashing it out, Your Account will be reduced to zero and you will be eligible to cash out again upon reaching the next cash out station. You may also cash out your rewards as soon as your balance reaches $50, but you will not receive the one-time bonus. Conduit reserves the exclusive right to raise or lower the amount of the cash out station at any time.

Each toolbar can have only one designated account. Merging of accounts or accumulation of credits from different accounts will not be allowed.

d. Up to thirty days after cashing out Your Account, Conduit will send the balance in Your Account to you via a Paypal account which you will be asked to obtain and the details of which will be submitted hereunder, or by such other method selected by Conduit.

It is your responsibility to provide complete and accurate information and completion of any required tax or other forms in order to receive payment, and to comply with any other legal obligations resulting from your participation in the program, in accordance with the terms of this agreement and the applicable governing laws.

Upon the termination of this Agreement, if the balance in Your Account equals or exceeds $50 the balance will be sent to you upon your request, within sixty (60) days of such termination. In the event that the balance in Your Account at such time is less than $50, the balance will be forfeited. In the event the termination of this Agreement is due to a violation of the Publisher Agreement, you will not be eligible to receive any amount of money and your balance will be forfeited.

e. In no event will Account balances bear interest.

3. Modification

Conduit may modify any of the terms and conditions in this Agreement, including terminating this Agreement or the Rewards Program at any time, in its sole discretion. Conduit may inform You regarding such modifications by notifying You via Your email address, by posting such latest changes on its website, or by any other reasonable method. Your continued use of the website and participation in the rewards program following the posting of changes to this Agreement will mean You accept those changes.

4. Term and Termination

The term of this Agreement will begin on the date your registration in the Rewards Program is accepted by Conduit and will end when terminated by either party. Either Conduit or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Furthermore, a termination of the Publisher Agreement shall automatically result in termination of this Agreement.

5. General Conditions

Fraudulent Actions mean automated, fraudulent or otherwise invalid impressions, inquiries, and/or conversions by false clicks on ads or sponsored links, false searches or other fraudulent actions whether generated directly or indirectly by PUBLISHER, any party on behalf of the PUBLISHER or any other party including but not limited to PUBLISHER’s end users.

PUBLISHER shall not, and shall not authorize any party to, generate Fraudulent Actions. Conduit reserves the right, in its full discretion, to disqualify any Publisher if it suspects that Fraudulent Actions have occurred. Any publisher participating in such invalid click activity or any related offense is subject to legal prosecution. In any case of fraud Conduit reserves the right, at its full discretion to take the appropriate action on the related account including but not limiting to disable the toolbar, remove it, withhold payments and/or file a complaint. In the event of a dispute regarding your compliance with any requirement stated herein or in the Publisher Agreement, Conduit may withhold or reduce any payments due to you until resolution of all disputes.

This Agreement will be governed and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

PUBLISHER EXPRESSLY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE AGREE BUTTON, PUBLISHER EXPRESSLY CONSENTS TO BE BOUND BY THIS AGREEMENT.

Updated: Feb 20, 2008