1. Relationship.

These Terms and Conditions:

• Shall annul contract of any nature between the parties, whether verbal or written in reference to the subject matter.
• Are subject to alteration at anytime by Innovate Networks with due notice via email.
• Possibly will form part of any document in reference to the subject matter either in part or in entirety.

2. Publisher Directives:
As our publisher, you are in agreement not to:

• Channel traffic towards your website utilizing any of the following: listings on newsgroups, unsolicited bulk commercial e-mailings, instant messenger postings, chat room postings;
• Involve in any form of fraudulent traffic generating methods including: robots, spiders, auto-spawning browsers, auto reloading, meta refreshes or any other form of fraudulent and artificial traffic;
• Entertain traffic from websites that contain materials that are deemed malicious, offensive or illegal. This includes but is not limited to, websites promoting pornographic materials, ROM, EMU, mp3, warez or gambling;
• Modify or amend the Ad Codes provided by Innovate Networks in any way;
• Place Ad Codes on pages that are of the following nature: blank pages with no content, pages that only contain advertisements. In addition, the Publisher also agrees not to place Ad Codes on pages that are password protected;
• Place Ad Codes specifically unapproved for membership within the Network on any root domain;
• Place Ad Codes on any webpages that launch more than one pop up or pop under window.

The breach of Publisher Directives in any level will result in the termination of the account and forfeiture of the funds generated through such action.

3. Innovate Networks’ Network Policies:
As an Innovate Networks’ Publisher , You accept that:

• Your account will be inspected continually by both the Innovate Networks traffic department and the proprietary Fraud Track Technology built into the Innovate Networks online advertising network. In the event of a Publisher's account being deemed to have operated beyond the acceptable limits for traffic quality Innovate Networks will terminate the account.
• If the traffic quality drops below the acceptable average for a specific website within a Publisher's account, Innovate Networks will request that the Publisher to remove the website from their account. Non adherence to the request will result in termination of the Publisher's membership;
• Membership to the network is subject to prior approval by Innovate Networks. Innovate Networks holds the rights to accept or decline its services to any new or existing Publisher, at its sole discretion. The said membership to the network is restricted to a specific root domain for which the Publisher has applied for approval.
• 728x90 banner, and 120x600 and 160x600 tower creative must be placed above the fold on an 800x600 pixel screen (within 500 pixels of the top of the webpage) so they are viewable without scrolling; 300x250 and 336x280 rectangles must be placed above the fold on an 800x600 pixel screen (within 500 pixels of the top of the webpage), unless the ad format is placed in-text.
• For any questions on what qualifies as in-text placement, please email the publisher support team before ad placement to ensure that you are in compliance with these terms and conditions.
• In the event that Innovate Networks is unable to fill 100% of a Publisher's available inventory with paid advertising, the company will provide free pass back tags.

Innovate Networks does not guarantee to fill any portion of a website's inventory with paid advertising. If a Publisher chooses not to utilize this feature, Innovate Networks will display 'house' ads when paid advertising is unavailable. These 'house' ads are not paid advertising and may also be displayed on Publishers' websites during technical difficulties;

All user data collected by Innovate Networks’ through campaign and websites will be solely owned by Innovate Networks. Only website and aggregate user data that is collected as part of Advertisers’ Campaign(s) will be accessible to Advertisers.

Only campaign and aggregate user data that is collected through the use of publisher inventory will be accessible to Publishers.

4. Payment:

• Innovate Networks shall generate and publish statistics, including impressions, leads, sales, clicks, earnings reports and referral earnings. All traffic calculations will be as per the Eastern Standard Time (GMT - 05:00). The Publisher can access these reports on Innovate Networks's website.
• Innovate Networks will pay the Publisher 70% of the advertising revenue received by Innovate Networks for advertising placed on the Publisher's website. Innovate Networks will retain 30% of the revenue for its services. Innovate Networks will pay the Publisher only for months in which earned revenue exceeds $25.00 for the month. Revenue which is not paid to the Publisher in any month will be credited to the account of the Publisher and paid later, when accrued revenue exceeds $25.00. If the Publisher wishes to change this $25.00 limit, the Publisher can do so on the Innovate Networks website. Innovate Networks will make payments to the Publisher within 30 days after the end of the month (Net 30). The Publisher may choose to be paid by either check or by PayPal, and if the Publisher wishes to change the payment method, the Publisher can do so from their account. The Publisher agrees to keep the payment address and contact information in their account current.

5. Termination:

Innovate Networks reserves the right to:

• Revoke any Publisher's account with a notice of one week via email, if the account has been idle or inactive for one month or more;
• Cancel any Publisher's affiliation with the Network at any time, with or without cause. Termination notice may be provided via email or any other public means and will be effective immediately. Upon receipt of such termination notice, the Publisher agrees to immediately remove the Innovate Networks Ad Codes from their website(s). The Publisher will be paid, all legitimate earnings due up to the time of termination, in the next scheduled payment cycle.
• Upon termination, and in the event that obvious fraudulent activities have been reported in the Innovate Networks server logs, all ties to referrals will be permanently repealed and the Publisher will not receive any future referral commissions.

 6. Intellectual Property:

• All advertising content delivered by Innovate Networks (other than the Publisher's own advertising content) along with the name "Innovate Networks" or any derivative thereof, or any other trademarks, logos, copyrights, patents, trade secrets or other intellectual property rights will be owned or controlled by Innovate Networks.
• The Publisher shall not have, nor will claim, any right, title or interest in any advertising content nor is the Publisher granted license to any of the above.

 
7. Publicity:

The rights to reference of the network’s work and the relationship with the Publisher for promotional and marketing requirement shall be vested with the network.

Media releases and public statement will require the mutual consent of Innovate Networks and the Publisher.

8. Relationship of Parties:

Innovate Networks and the Publisher is neither agent nor partner of the other party. They are independent contractors under this agreement.

Neither party shall have any right, power or authority to enter into any contract for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. These Terms and Conditions shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

9. Delegation:

The Publisher may not delegate this Agreement, in whole or in part, without a written consent from Innovate Networks. Any such delegation of this Agreement without consent will be null and void.

10. Force Majeure:

Neither party shall be held accountable 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, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.