ELOC Publisher Terms

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This Publisher Service Agreement ("Agreement") is made by and agreed to between ELOC Network, ELOC Network.com or ELOC Holdings, Corp., (together "ELOC Network"), a Delaware corporation, including its direct and indirect subsidiaries and affiliates and you ("You" or "Publisher"). As a service provider, ELOC Network facilitates "Performance Marketing Programs" by providing services ("Publisher Network Service" or "Service") via the Internet. A Performance Marketing Program ("Program") is where a person, entity, affiliate or its agent, operating or managing "Web Site(s)" (internet domain, or a portion of a domain) and/or other promotional methods to drive traffic to another's Web site, Web site content, Media file or other third-party media outlet, (together, the “Advertiser”). Publisher may earn financial compensation ("Payouts") for valid, non-fraudulent "Transactions" through an Internet connection using the Service and the Service components (“Link”) to an Advertiser from an approved Transaction on a video, banner, image, rich-media file or other approved media file offered by the Service (together, the “ELOC Network Media”). An Advertiser-authorized Transaction is defined as (a) actions by Visitors as defined by the Advertiser or the Service and/or (b) referrals by such Publisher via an action made by a "Visitor" (any person or entity that is not the Publisher or the Publisher's agent or prohibited by the Service) from ELOC Network Media. The campaign Advertiser shall compensate the Publisher via ELOC Network, in accordance with this Agreement and the Program Payout specifications.

1. Participation in Programs

Acceptance by Advertiser. During this Agreement, campaigns for Your use may be provided via the Service automatically via the ELOC Network tag (“Tag”) to be embedded at your Web Site which shall deliver the ELOC Network Media. The campaigns delivered by the Tag are controlled and delivered by the Service. You may also be required to apply for specific Advertiser Programs for the opportunity to earn Payouts by promoting such Advertisers in accordance with the Advertiser's Program terms and complying with this Agreement. Upon approval by such Advertiser for acceptance into its Program (whether automatic or manual), You may display (and remove) Links to Advertiser's Media in accordance with the Advertiser's Program terms and this Agreement. An Advertiser's acceptance of You extends only to the entity, or individual, that enters into this Agreement with ELOC Network. You may not embed any Advertiser or Service link, Media or other campaign information in any Web Site not specifically approved by ELOC Network. Failure to comply with this (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of the date of Your termination.
Program Terms. The details of a specific Advertiser's Program shall be available through the Service. Transactions qualifying for a Payout are defined by the Advertiser. Advertisers may change any Payout rate upon no less than 7 days written notice through the Service with effect from the 8th day (or such later date as specified by Advertiser).
Additional Terms. Publishers and Advertisers may enter into direct contractual relationships through offer made to You by Advertiser via the members' area on the Service ("Offer"). It is Your obligation to review and accept or decline a Click-through Agreement or Offer when such is presented to You. If accepted by You, compliance with the Click-through Agreement or Offer is solely Your responsibility. The terms and conditions of the Click-through Agreement or Offer may supersede or conflict with this Agreement and shall apply only with respect to Your relationship with that particular Advertiser.
Prohibited Uses of Links:
1. Locations. You may not place Links to any ELOC Network Media in third party newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, or guestbooks, unless specifically approved by ELOC Network in writing. Publishers using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by the Advertiser.
2. Non-Bona Fide Transactions. You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser or Media from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions.
3. Infringement. None of Your promotional activities may infringe on any of the Advertiser's proprietary rights (including but not limited to trademark, copyright rights, copyright piracy) or ELOC Network's proprietary rights, or a third party's proprietary rights. Failure to comply with this (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of the date of Your termination.
4. Prohibited Sites/Content. None of Your Web Sites may contain any of the following content or types of content. Failure to comply with this provision shall be deemed as a breach of the terms of use of the Servcie and may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of date of Your termination. Your Web Sites may not contain any content that is of the following nature:
  - pornography, adult content, sexual or erotic material or sites that contain links to such content;
  - gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm;
  - promotion of any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
  - participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam);
  - promotion of any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.);
  - illegal, false or deceptive investment advice and money-making opportunities;
  - provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.);
  - contains no other content other than the ELOC Network Media or where the ELOC Network Media tags comprise more than 50% of the content on that web page or landing page;
  - are under construction or incomplete;
  - any type of content reasonable public consensus deems to be improper or inappropriate.

2. Publisher Obligations to ELOC Network

Publisher Web Sites. You agree to provide ELOC Network with accurate information about the Web Site (including URL) that shall be used to distribute the ELOC Network Media. Approval of the Web Site shall be provided at ELOC Network's sole discretion. You further agree to post the Tag or other media tags and ads (as provided to You by ELOC Network) only on the Web Site You provided and that has been approved by ELOC Network. You further agree that you will not (a) place or post any ELOC Network Media, Tag or other media tags or ads on any Web Site not approved (including other landing pages or Web Sites controlled or managed by You and related to the approved Web Site without expressed written approval from ELOC Network), (b) place the Tag or other media tag on your Web Site where the ELOC Network Media appears more than twice on that web or landing page, (c) use the Tag or other ELOC Network Media tag as a fallback advertisement to your Web Site, without the expressed written consent from ELOC Network, (d) inflate your impressions, clicks or views (or other metric) by any use of scripts, robots, crawlers or other method or scheme to generate fraudulent calls of the ELOC Network Media. (e) place the Tag or other ELOC Network Media on web sites containing no or little other content, (f) any other action deemed as fraudulent by ELOC Network that is inconsistent or acceptable by industry standards done by You for the purpose of increasing Your Payout (each severally and together, the “Prohibited Uses”). If ELOC Network determines that such ELOC Network Media, Tag or other media tags or ads are placed by You in violation of any of the Prohibited Uses, at its sole discretion, ELOC Network may, at its sole discretion, reduce or cancel any and all Payouts earned from such Web Sites (including the approved Web Site or non-fraudulent activity for breach of these terms of use) and may cancel Your participation in the ELOC Network program. You further agree to indemnify ELOC Network against any claims by any Advertiser, partner, agency, network, user or other third-party that the ELOC Network Media violated the accepted use of such by posting them on any non-approved Web Site. You further agree that failure to abide by this or any other clause of these terms of use may cause You to forfeit any Payouts due.
Accurate, Up-to-Date Information. You agree to provide ELOC Network and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date "Account" information (such as contact information, Web sites used, payment information etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as "special". Special programs are linked to promotional methods and practices considered unique and may require manual approval and acceptance by the Advertiser. ELOC Network reserves the right to define any program as special. You hereby acknowledge that Your failure to keep up-to-date information (including payment and account information) may delay Your Payout, until such information is updated.
Use of Links. As stated in section 1.4, You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, fraudulent, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities) or other content listed in section 1.4, and that You will not mislead others. You further agree to: (i) use ethical and legal business practices, (ii) comply with the Advertisers' Program terms and this Agreement, (iii) maintain a privacy policy on Your Web site and for any non-Web site based promotional method made available to Visitors, and (iv) designate Your Publisher Account as "special" if You promote an Advertiser(s) by any means other than displaying a Link to the Advertiser on Your Web site. ELOC Network must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in ELOC Network's sole discretion. Our network quality department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, or that is perpetrated through use of the Publisher Network Service, is grounds for immediate termination of this Agreement, forfeiture of all Payouts and/or deactivation of Your Account.
Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws (both US and international) and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Pop up/unders must honor the ELOC Network Publisher Code of Conduct requirements (as such requirements may be modified from time to time), including but not limited to: (i) installation requirements, (ii) end-user agreement requirements, (iii) afsrc=1 requirements, (iv) requirements prohibiting usurpation of a Transaction that might otherwise result in a Payout to another Publisher (e.g. by purposefully detecting and forcing a subsequent click-through on a link of the same Advertiser) and (v) non-interference with competing advertiser/ publisher referrals.
Personally Identifiable Information of Visitors. You represent and warrant that You will not enable the Tag or Tracking Code (as provided by ELOC Network) to collect personally identifiable information of Visitors that would allow ELOC Network to personally identify Visitors.
Privacy. You must conspicuously post Your privacy policy on Your Web site and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, including ELOC Network's tracking technology, use of cookies and options for discontinuing use of such cookies.
Applicable Codes and Code Maintenance. In order for ELOC Network to record the tracking of Visitors' Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain the necessary Tag or ELOC Network "Tracking Code" within the Advertiser's Links. All Advertiser Links and all advertisements ("Ad Content") must be in an Publisher Network Service compatible format.
Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through ELOC Network's negligent or willful conduct or omission). You shall provide ELOC Network with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.

3. ELOC Network's Services

The Publisher Network Service. ELOC Network provides a Publisher Network Service by allowing approved Publishers and Publishers to generate commission Payouts from approved Advertisers by embedding ELOC Network Media on the Publisher's Web Site. The ELOC Network Media is provided by the Advertiser who assumes sole responsibility for its accuracy, offer and content. The ELOC Network Media is made available to ELOC Network and its approved Publishers by the Publisher Network Service for its Performance Marketing Program. The ELOC Network Media may include additional content or derivative content as determined by the Advertiser which may be overlaid on the Content. An approved Publisher may embed the ELOC Network Media on the ELOC Network-approved Web Site provided the Publisher agrees to the terms and conditions of this Agreement and any terms and conditions set by the Advertiser (as may be found on the Advertiser's offer page at ELOC Network.com). The ELOC Network Media may also include a Link to the Advertiser's URL (landing page, registration page, or other content page as determined by the Advertiser) where a Visitor who is directed to the Advertiser's URL may perform a specified action. Completed actions are monitored and tracked by ELOC Network.com to the Publisher (by means of the embed code which includes the Publisher’s ID) or tracked using the ELOC Network Tag.
Specific Advertiser's Offer. The Advertiser's Offer may be found on the Advertiser's offer description page at ELOC Network.com including, but not limited to, the types of transactions, the Publisher shall be paid (view, click, lead, sale, impression or other, each a "Transaction"), the amount of commission to be paid (fixed amount or percentage of sale or revenue share), special conditions and terms of the Offer, Tracking Gap (amount of time in which a Visitor directed to the Advertiser by an Publisher shall be credited with the Transaction), Pending Sale information (the time that a sale is considered pending until approved by the advertise), Void information (the time in which a sale can be voided by the Advertiser) and Link information. Publisher agrees to be bound by the terms and conditions of the Offer.
Service and Support. ELOC Network.com will provide support for the Service as indicated on the ELOC Network.com Web site and in accordance with the terms and conditions and are provided AS-IS and AS-AVAILABLE as set forth in this Agreement that supersede any other Agreement. ELOC Network.com may be contacted at support@ELOC Network.com or at publishers@ELOC Network.com for any Service or support inquiries. Online help is also available at under the FAQ section.
The ELOC Network Media. The Service enables a Publisher to embed an Advertiser's Media at their Web Site. The ELOC Network Media is provided by the Advertiser, who assume sole responsibility for its content. You acknowledge that the embedding of the ELOC Network Media (via the Tag, other link or embed option) on Your Web Site, may affect the functioning (loading, speed, or other function) of the Web Site. While ELOC Network uses globally recognized content delivery networks and systems for the delivery of the ELOC Network Media, by using the Service, You hereby recognize that delays and such may occur and You shall not hold ELOC Network liable for any delay or problems that may occur while using any aspect of the Service in connection with Your Web Site. ELOC Network.com does not guarantee the delivery of the ELOC Network Media or Links but shall make every effort to deliver such ELOC Network Media or Links.
Tracking Transactions and Payouts. ELOC Network shall determine (where possible) actual Payouts that should be credited to Your Account. Payouts shall be determined based on the information tracked by ELOC Network.com and provided to ELOC Network.com from the Advertiser for completed transactions. All Payouts are determined by the ELOC Network reporting servers and systems and all Payouts made, unless agreed in writing, shall be based solely on the Payout determined by ELOC Network. All amounts and Payouts as reported by ELOC Network shall be deemed final. ELOC Network shall not make any adjustment to your Payout based on any other reporting service unless agreed to in writing by ELOC Network. ELOC Network, may, at its own discretion, make an adjustment to your Payout and Account Balance pursuant to terms agreed with You in writing. If you have any questions or disputes regarding your month’s expected Payout amount, all inquiries must be sent to ELOC Network (to payments@ELOC Network.com) no later than 10 days following the end of the month, after which time, the reported Payout shall be deemed final. Your Payout information shall be available for your viewing via Your account. All financial Payout information as shown on Your Account are shown for illustrative purposes and are approximate all Payout amounts are deemed final by ELOC Network. Once a Transaction is completed by a Visitor, the Transaction may be automatically approved or may be considered a pending sale (see Advertiser's Offer page for pending sale details) at which time the commission shall be credited to the Publisher's account. Manual adjustments may be made from time to time on Your Account to reflect any Transactions not credited in Your account or if deductions need to be made from Your Account. From Transactions the actions are subject to a Pending Period, the Transactions shall not be deemed final until the Advertiser approves the Transaction during the period to allow the Advertiser to void the commission or transaction for Charge-backs (see below) for the remainder of the current month of the Transaction, plus one month (or a minimum of 30 days), (the "Pending Period"). After the Pending Period, any approved Commission due shall be paid to the Publisher and the Advertiser will no longer be able to reverse the sale (although Charge-backs may still be applied). All payments to Publishers, including bonuses or rewards, shall be processed through ELOC Network.com or via ELOC Network’s payment processing provider or partner. ELOC Network reserves the right to review any and all Payout earned or made for a period of up to six-months in arrears and to make any adjustment against future or pending Payouts if there is any fraudulent activity or Transactions found in Your account.
Charge-backs. An Advertiser or ELOC Network may apply a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of : (i) product returns, cancellations or other voided transactions (as may be defined in the Advertiser Terms of Use); (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor by the Advertiser; or (v) Publisher failure to comply with Advertiser's Program terms or other agreement with Advertiser ("Charge-back"). Charge-backs may be applied to Your Account at any time, including previous payment cycles.
Access to Tracking and Reporting Tools. ELOC Network shall provide You with access to tracking and reporting tools, and to support services. From time to time ELOC Network may offer optional services for a fee. Fees for such optional services are at ELOC Network's then-current published rates or as may be quoted by ELOC Network, and are payable in advance or may be off-set against Your positive Account balance (at ELOC Network's discretion). Tracking detail regarding Visitor Transactions may not available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. ELOC Network may make available, for fees that ELOC Network shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Publisher Network Service.
Payment Rules and Procedures. Payments to Publishers are currently made when Your Account balance (for previous approved and non-fraudulent Transactions) reaches a minimum Payout of $100 (“Minimum Account Balance”). For Publishers selecting payment via wire transfer, the minimum Payout is $300 (wire transfer). Please review the Payment options, fees and method minimums under ELOC Network’s payment tab in your Account. ELOC Network may, in ELOC Network's sole discretion, apply an estimated amount to your Payout, if: (i) You are referring Visitors to Advertiser as verified by clicks through Links to Advertiser with ELOC Network Tracking Code, (ii) where there is an error in Advertiser's transmission of Tracking Code data to ELOC Network, and (iii) where ELOC Network is able to utilize a historical analysis of Your activity and Transactions of Advertiser to determine an equitable amount of estimated Payouts. All Transactions may be subject to a transaction fee by ELOC Network. You hereby acknowledge that payment information, provided to ELOC Network for purposes of facilitating Your payment, shall be provided to third-parties to process the payment request and You hereby authorize ELOC Network to submit such information to the required parties or Partners.
Facilitating Payment of Payouts. Subject to other provisions in this Agreement, ELOC Network shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Advertiser's Payout rate and Program terms for the relevant Transaction or the ELOC Network payout rate as determined by ELOC Network, at its sole discretion, for approved Transactions using the ELOC Network Media. You agree to provide ELOC Network with accurate and up-to-date information for the payment of any Payouts. ELOC Network shall use the information You provided and entered into the ELOC Network system regarding your payment method and information as of the 1st of each month for that payment cycle (for example, information as it appears on July 1 shall be used to make payments during July for May earned Payouts). ELOC Network may also require You to approve and submit an invoice to ELOC Network for the month’s Transactions and commissions earned before any Payout may be made. If You are required to submit an original invoice with VAT to ELOC Network, You shall provide such invoice in the accepted currency plus VAT (if applicable) to ELOC Network by the invoice submission deadline. Failure to provide such payment information or to comply with the ELOC Network deadlines, may delay payment to You. ELOC Network shall not be liable for any payment delays. The schedule of providing Payouts are as follows (using for example May earned commissions and Payout for July payment cycle).
1. Final Payout information:Final commissions earned for the month should be available by the 10th of the following month, i.e. June 10 (including any adjustments required for pending payments).
2. Invoice Approval and Submission:Manual invoice approval and submission (if applicable) shall be required by the 24th of the month, i.e. June 24 (the “Invoice Deadline”). Provision of an original invoice, if applicable, to ELOC Network shall be due by the same date. In Your account, under the Payments tab, you will find the list of unpaid amounts due to You. You must approve the invoice in Your account for each unpaid period by the invoice deadline. Invoices that are not approved in Your account (by the deadline) shall not be processed in the next payment cycle. If you do not approve the invoice in Your account by the deadline, you can approve past invoices in subsequent months and such payment shall be made in the next payment cycle.
3. Payment Information: Accurate payment information must be entered and updated in Your account by the Invoice Deadline. Information in Your Account on the Invoice Deadline shall be used for purposes of Payout. Note, You shall be required to complete and execute the applicable tax form for payment. The tax forms are available via the Payment tab in Your Account. Please consult with your tax advisor for advice on the tax form to provide. ELOC Network shall bear no liability for incorrect tax form submission.
4. Payout Cycle: Provided (i) Your Account balance exceeds the Minimum Account Balance and the minimum balance required for Your selected payment method and (ii) You have submitted an approved invoice to ELOC Network by the Invoice Deadline, , by the 10th of the next month, the “Payment Date” (i.e. July 10), ELOC Network shall process Your Payout (including any adjustments and less any withholding taxes, if applicable) in the method You selected to the payment details You provided. Note, some payment methods are subject to certain fees (please review the payment method and associated fees in Your Account settings). ELOC Network reserves the right to change or amend any payment fees, at its sole discretion). ELOC Network shall reduce Your Payout by the fee or fees incurred in connection with the payment method You selected. In addition, for certain payment methods, please allow between 3-15 business days from the Payment Date for the funds to be received.
5. 5. In the event that Your Payout does not reach the Minimum Account Balance for said month (or You did not approve the invoice by the Invoice Deadline), the unpaid Account balance shall be added to the following month's Transactions and Payout to the Publisher shall be made on the next Payment Cycle after the Account balance has exceeded the Minimum Account Balance. Except indicated otherwise by the payout terms of an Advertiser, Transactions subject to a Pending Period, upon approval, shall be included in the next applicable month and Payment Cycle.
6. 6. ELOC Network shall have no obligation to make payment of any Payouts for which ELOC Network has not received payment from the relevant Advertiser of all monies due to ELOC Network (including for all Payouts owed by such Advertiser to all of such Advertiser's Publishers) or for Payouts determined by Advertiser as fraudulent or otherwise unacceptable. In the event that an Advertiser's Payout is extended beyond the default Advertiser payment period, the specific Advertiser's payout terms and conditions shall be indicated on the Advertiser's account page and the payout to the Publisher shall be made in accordance with such terms. Advertiser Payout terms are subject to change and are determined by the Advertiser. An Advertiser's Payout terms shall supersede the Payout terms of ELOC Network, but shall not be less than the payout terms of ELOC Network. If ELOC Network elects, in its own discretion, not to make payment to You for amounts not received from an Advertiser, those amounts shall not be included in the Minimum Balance Amount. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and ELOC Network disclaims any and all liability for such payment. You may elect to receive payment in any of the currencies that ELOC Network supports (as may be amended by ELOC Network). The conversion rate shall be determined in accordance with ELOC Network's operating standards. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by ELOC Network, shall be final and binding on You.
Dormant Accounts. If Publisher's Account has not been credited with a valid, compensable Transaction (in excess of $0.10 of earned payout in each month) that has not been Charged-back during any rolling, six consecutive calendar month period ("Dormant Account"), a dormant account fee at ELOC Network's then-current rate shall be applied to Publisher's Account each calendar month that Publisher's Account remains an open yet Dormant Account or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. Transactions will not be counted if the Transaction subsequently becomes a Charge-back. At the end of the calendar year, ELOC Network reserves the right to charge the full balance of any Dormant Account if no compensable Transaction occurred in the previous 6 months.
Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. When You have a negative balance, You must immediately remit payment to ELOC Network in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly.

4. Registration

To sign up as an Publisher of ELOC Network.com and to use the Service as an Publisher you must be at least 18 (eighteen) years of age, and may be required to supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
ALONG WITH THE OTHER TYPES OF PROHIBITED SITES/CONTENT STATED IN SECTION 1.4, THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN ELOC NETWORK.COM: ADULT SITES, SITES THAT DISPLAY ADULT CONTENT OR BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to CRACKING, and HACKING SITES.
As part of the registration process, You may be required to select a username and password combination that You use to access Your Publisher area within the Service. You shall provide ELOC Network.com with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that ELOC Network.com may rely on any data, notice, instruction or request furnished to ELOC Network.com by You which is reasonably believed by ELOC Network.com to be genuine and to have been sent or presented by a person reasonably believed by ELOC Network.com to be authorized to act on Your behalf. You shall notify ELOC Network.com by e-mail at publishers@ELOC Network.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by ELOC Network.com and referral to the appropriate law enforcement agencies

5. Accepted Use

You represent to ELOC Network.com that all content and Web Sites You provide to the Service or use as part of the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned or managed by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights), and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States (for example, online gaming restrictions) and complies with ELOC Network.com's terms. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish or use as part of the Service any content, or Web Site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As ELOC Network.com may not review all information provided by You, You shall remain solely responsible for Your content and Web Site.

6. Proprietary Rights

Linking to Advertisers. For each Advertiser's Program that You have been accepted to, the Advertiser is granting to You the a revocable, non-exclusive, right and limited license and sublicense to display and Link to the Advertiser's Web site or Web site or ELOC Network Media content in accordance with the Advertiser's Program terms for the limited purposes of Promoting the Advertiser's Program or ELOC Network Media, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between ELOC Network and Publisher, ELOC Network owns all rights in and to all information regarding the Visitors that You refer to Advertisers through ELOC Network.
Licenses to Advertiser's Trademarks. You, the Publisher, are hereby granted by ELOC Network.com and the Advertiser, a non-exclusive, limited, revocable right to sublicense the use of Advertiser provided trademarks, banners, Video, ELOC Network Media other content as provided to ELOC Network.com or Publishers through ELOC Network.com. All images, technology, Video, creative work, derivative work and other content (together the "Works") provided for ELOC Network.com and Your use is and shall remain the sole property of the Advertiser (or the rightful owner of such Works where Advertiser has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, Video, ELOC Network Media or other the content or any of the images provided by Advertiser in any way, unless given explicit permission to do so.
License to Use the ELOC Network Media. You are hereby granted, by the Advertiser, the right to distribute, display and perform such ELOC Network Media on the approved Web Sites, all for non-commercial, commercial and personal use. You further hereby authorize ELOC Network.com to allow for Visitors at your Web Sites to create user-generated content (“PLY”) on the ELOC Network (in the event such a service is allowed by ELOC Network.com and the Advertiser). ELOC Network.com shall be not responsible neither for the ELOC Network, the media content, the content of the Advertiser's Web site, the content of Your Web Site or content of any third-party site for which Links are directed. ELOC Network.com does not control or monitor any of the content created using its Service and shall not be liable, in any case, for illegal, infringing or inappropriate content created. Creation of PLY content (if applicable) may require user acceptance of ELOC’s Terms of Use and Privacy Policy, which may be found at http://www.ELOC Network.com/privacy-policy. Creation of PLY content may be produced by ELOC or by a third-party with whom ELOCnetwork has contracted.
Revocation of Licenses Granted. Advertiser or ELOC Network may immediately terminate Your license to use the any of trademarks, service marks or Works, if Advertiser or ELOC Network reasonably believe that such use dilutes, tarnishes or blurs the value of their marks or violates the license granted or Service. You acknowledge the Advertiser's or ELOC Network's ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Advertiser. Should the Advertiser wish to terminate Your license, due to any of the conditions listed above or for any reason, ELOC Network.com will provide Your contact information to the Advertiser. You acknowledge that ELOC Network.com has no further obligation or requirement to assist the defense of any claim made against You by an Advertiser for alleged or actual unauthorized or non-licensed use of the marks and ELOC Network.com nor its parent, subsidiary or related companies, shall be liable for any claim as a result of Your (alleged or actual) unauthorized, non-licensed use or other damage that may arise.
ELOC Network's Use of Your Marks. You authorize ELOC Network to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to ELOC Network through Your Account to promote Your participation in the Service.
Your Use of ELOC Network's Proprietary Rights. You agree that Your use of any ELOC Network and Your use of any ELOC Network or ELOC trademarks, service marks, tradenames, and/or URLs (such as but not limited to, www.ELOC Network.com) is subject to the license and terms of use that are available from such Web site ("Terms of Use"). You explicitly agree not to adopt or use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of ELOC Network.
Retention of Rights. All proprietary rights of Advertisers, You, and ELOC Network, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
No Challenge to ELOC Network's/Advertiser's Proprietary Rights. You acknowledge that You obtain no proprietary rights in ELOC Network 's trademarks, service marks, tradenames, URLs, copyrighted material, patents, and patent applications, and agree not to challenge ELOC Network's proprietary rights. You acknowledge that You obtain no proprietary rights in Your Advertisers' proprietary rights, and agree not to challenge such Advertiser's proprietary rights.
Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code, Tag or ELOC Network Media or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by ELOC Network from such data is the sole and exclusive property of Advertiser and ELOC Network and is considered ELOC Network's Confidential Information pursuant to this Agreement. ELOC Network and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.

7. Confidentiality

Obligations. You or ELOC Network may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to ELOC Network any Confidential Information provided by ELOC Network to You under this Agreement.
Provision of Info to Advertisers/Third Parties. You agree that ELOC Network may, but is not obligated to, provide Your email address(es) and basic Publisher Account detail (including but not limited to Your address, phone and fax number, Web Site name, the date the Web Site first entered into operation with the Service, and visitor demographics) to Advertisers. ELOC Network may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in ELOC Network's sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

8. Term, Termination, Deactivation and Notices

Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the ELOC Network Web site and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days’ notice. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a new click-through Publisher Service Agreement with ELOC Network, and any attempt to do so shall be null and void.
Termination by Advertiser. An Advertiser may terminate You, one of Your Web Sites, or Your ability to use a promotional method, from the Advertiser's Program for any or no reason, upon 7 days written notice with effect from the 8th day. Additionally, Advertiser may terminate You immediately from the Advertiser's Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring an Advertiser's trademarks, tradenames, and/or service marks, or for Your material breach of the Advertiser's Program terms or of this Agreement.
Termination or Deactivation by ELOC Network. ELOC Network may terminate You, one of Your Web Sites, or Your use of a promotional method such as Tag or Tracking Code or other promotional method, from an Advertiser's Program, at any time in ELOC Network's sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Advertiser's Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts (including all earned and unpaid Payouts in Your Account). ELOC Network may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of the ELOC Network Media, or if You otherwise interfere with and/or fail to maintain the Tracking Code or Tag; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 60 day period; (iii) You maintain a negative balance in Your Account; (iv) ELOC Network determines You are diluting, tarnishing or blurring ELOC Network's proprietary rights; (v) You begin proceedings to challenge ELOC Network's proprietary rights; (vi) a third party (including a ELOC Network Advertiser) disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Web Site, or through any of Your promotional means; or (vii) You violate any terms of this Agreement . Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent views, sales and/or Leads for click-throughs that occurred prior to termination.
Termination of Programs and Offers. Programs and Offers may be discontinued at any time.
Notices. . Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for ELOC Network, via registered mail, return receipt requested or via an internationally recognized express mail carrier to ELOC Holdings, Corp. 93 Roosevelt Circle Palo Alto, CA 94306, USA, (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as ELOC Network does not receive an error message regarding delivery of the email) or five (5) days after mailing).
Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by ELOC Network to You during the next applicable Payment Cycle for the earned Payouts after the termination date (provided your termination was not as a result of Your breach of the terms of this Agreement), and any outstanding debit balance shall be paid by You to ELOC Network within 30 days of termination of this Agreement. Payments made after 30 days of termination may accrue interest in the amount of 1.5% per month of the amount owed. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links, ELOC Network Media or other content to Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
Changes to the Publisher Network Service. ELOC Network.com reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, ELOC Network.com may notify You via e-mail, newsletter or the ELOC Network.com Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy. Your continued use of the Service shall automatically be determined as Your approval of any such changes.

9. Representations, Warranties, Disclaimers and Limitations

Business Operations. Each party will make reasonable commercial efforts to keep its Web Site operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other or Your Advertisers liable for any of the consequences of such interruptions. ELOC Network may modify the Publisher Network Service, or discontinue providing the Publisher Network Service, or any portion thereof, at any time.
Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.
Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Web Site(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Web Site(s) and Your promotional methods do not and will not infringe any third party, ELOC Network's Advertiser, or ELOC Network's, proprietary rights; and (iv) You shall remain solely responsible for any and all Web Sites owned and/or operated by You and all of Your promotional methods. ELOC Network may or may not review all content on Your Web Site or used by You in Your promotional methods.
Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory (for example, laws related to online gaming in the United States), and warrant that no promotion method used by You or the content of Your Web Site(s) will render ELOC Network liable to any proceedings whatsoever.
Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF ELOC NETWORK, ITS PARENTS, SUBSIDIARIES, PARTNERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY ELOC NETWORK UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT ELOC NETWORK SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PUBLISHER OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. ELOC NETWORK.COM WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. ELOC NETWORK.COM SHALL NOT BE RESPONSIBLE FOR ANY SYSTEM DOWNTIME. YOU FURTHER AGREE NOT TO HOLD ELOC Network.COM LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS.
Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ELOC NETWORK DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ELOC NETWORK’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PUBLISHER'S INFORMATION OR WEB SITE, OR (F) INTERFERENCE OR DELAY WITH THE FUNCTIONING OF THE PUBLISHER'S WEB SITE AS THE RESULT OF THE PUBLISHER'S USE OF THE ELOC NETWORK SERVICE OR ELOC NETWORK MEDIA. THE ELOC NETWORK MEDIA SHALL BE EMBEDDED AT THE PUBLISHER'S WEB SITE AND WHILE THE ELOC NETWORK MEDIA IS PROVIDED USING A GLOBALLY RECOGNIZED DELIVERY NETWORK OR THIRD-PARTY PROVIDERS, THE USE OF THE ELOC NETWORK MEDIA ON A WEB SITE MAY DELAY THE LOADING OR FUNCTIONING OF THE PUBLISHER'S WEB SITE. YOU HEREBY ACKNOWLEDGE THAT THE USE OF ELOC NETWORK AND ITS SERVICE AND EMBEDDING OF THE ELOC NETWORK MEDIA ON YOUR WEB SITE MAY DELAY OR CAUSE TO BE DELAYED THE FUNCTIONING OF YOUR WEB SITE AND YOU SHALL NOT HOLD ELOC NETWORK LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES) FOR SUCH OCCURENCES. ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ELOC NETWORK IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR PUBLISHER, OR SUCH ADVERTISER OR PUBLISHER'S WEB SITE(S), AND/OR THE CONTENT OF AN ADVERTISER'S WEB SITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE NETWORK SERVICE.
YOU HEREBY AGREE THAT ELOC NETWORK AND THE ELOC NETWORK PAYMENT PARTNER SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY INCUR AS A RESULT FOR ANY DELAY IN PAYMENT, INCLUDING DELAYS AS A RESULT OF ELOC NETWORK OR ELOC NETWORK’S PARTNER NEGLIGENCE OR MISCONDUCT. ELOC NETWORK SOLE LIABILITY SHALL BE TO MAKE FULL PAYMENT OF THE PAYOUT AMOUNT DUE AS SOON AS POSSIBLE.
Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.

10. Publisher's Indemnification Obligations

Publisher shall defend, indemnify and hold ELOC Network and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Publisher's breach of or non-compliance with this Agreement, (b) Publisher's violation of any law, or an alleged violation of law by ELOC Network, that is a direct or indirect result of Publisher's use of the Publisher Network Service, (c) Publisher's use of the Network Service, (d) Publisher's participation in any Program, (e) any content, goods or services offered, sold or otherwise made available by Publisher to any person, (f) Publisher's acts or omissions in using, displaying or distributing any internet links or Links obtained from the Publisher Network Service or elsewhere, including but not limited to Publisher's use of internet links or Links, (g) any claim that ELOC Network is obligated to pay tax obligations in connection with payment made to Publisher pursuant to this Agreement and/or any Advertiser's Program, and (h) any violation or alleged violation by Publisher of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(h) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 10, ELOC Network shall promptly notify Publisher, and ELOC Network shall be entitled, at its own expense, and upon reasonable notice to Publisher, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Publisher's obligations to indemnify or hold ELOC Network harmless. Publisher shall not settle any Claim without ELOC Network's prior written consent. Publisher also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 10. In the context of this Section 10 only, the term "ELOC Network" shall include officers, directors, employees, corporate affiliates, subsidiaries, parents, agents, partners and subcontractors

11. Miscellaneous

Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
Third Party Disputes. In the event of a third party claim against either: (a) ELOC Network's intellectual property; or (b) against ELOC Network's right to offer any service or good on ELOC Network's Web site(s) or if, in ELOC Network's opinion, such a claim is likely, ELOC Network shall have the right, at its sole option and in its sole discretion, to (i) secure the right at ELOC Network's expense to continue using the intellectual property or good or service; or (ii) at ELOC Network's expense replace or modify the same to make it non-infringing or without misappropriation.
Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.
Choice of Law/Attorneys' Fees. This Agreement is governed by the laws of the State of California (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Los Angeles, California. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.
Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by ELOC Network (1) due to operation of law, or (2) to an entity that acquires substantially all of ELOC Network's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). Your use of the Publisher Network Service is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement. ELOC Network may establish from time to time rules and regulations regarding use of the Publisher Network Service as published on the Publisher Network Service and incorporated herein.
Marketing. Publisher agrees that ELOC Network may identify it as an ELOC Network Publisher in client lists and may use Publisher's name and/or logo solely for such purpose in its marketing materials. Any other uses of Publisher's name and/or logo not otherwise described or contemplated herein shall require Publisher's prior written consent.
Tax Status and Obligations. ELOC Network is not obligated to and shall not provide You with tax and/or legal advice. ELOC Network undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Advertiser is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If ELOC Network provides You with information regarding a particular Advertiser or Publisher, the information shall not be deemed tax or legal advice, and ELOC Network shall not be responsible for the accuracy of such information. Any Publisher or Advertiser addresses provided to You are addresses provided by the relevant Advertiser or Publisher, and such addresses may not necessarily indicate the location or presence of the Publisher or Advertiser in such location or elsewhere.
Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, ELOC Network shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT.

Last update: July 2012