TERMS OF SERVICE

This Agreement contains the complete terms and conditions which apply to your participation as a webmaster promoting the autody Affiliate Program. The parties to this agreement hereinafter are autody ("COMPANY", "we", "our", or "us") and you the Affiliate ("Webmaster", "Participant", "you", "yours").

DEFINITIONS

"Paid Listings" - an advertisements made dynamically or statically by autody and provided to Client via an HTML or XML data feed for future display on Client's website or websites related to Client.

"Net Revenue" - the earnings gathered by autody from a autody advertiser for Valid Clickthroughs coming from Paid Listings advertisements served through the Client's sites or Client's affiliates sites.

"Valid Clickthrough" - the action of a user clicking on a text link or image link, which further directs the user's browser to a autody server and finally to the web site of a autody advertiser, subject to the following restrictions:

1. The action may not be started or performed involving any non-human processes including robots, spiders, scripts (or other software), mechanical automation of clicking applied to the user's mouse or keyboard, or any other non-human clicking agent.

2. The action may not be illegal or appear to be illegal in nature according to the reasonable discretion of autody and/or the autody advertiser, and no one else.

3. Caching of Paid Listings is not allowed.

4. In general, clickthroughs of the following nature will also be treated as invalid: multiple clickthroughs by the same user within the same second, multiple clickthroughs by the same user on the same link within an unreasonable period of time not more than 5 seconds, suspicious patterns of clicking by any given user (e.g.: a user clicking on the first, second, and third link in consecutive order and in a repetitive pattern, or a user clicking on the same position all the time, while leaving out other positions), and clickthroughs from a previously blocked IP address( s ), that has(have) been considered by autody to be a possible source of illegal activity .

5. Valid ClichThroughs coming from or routed through countries other than USA, Canada, Australia and European Union will generally be refused.

The Client bears complete responsibility for the activities of his/her affiliate(s) concerning the validity of clickthroughs.

GENERAL TERMS

1. Participation in the autody program.
To participate in the autody program, you will submit an application through our signup form located on our website http://www.autody.com. We may reject your application in our sole discretion, if we determine that your site(s) are unsuitable for our program for any reason.

2. Term of the Agreements.
The term of this Agreement will begin upon submitting application form located on our website http://www.autody.com and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your email address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you will not receive any payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid.

3. Forms of promotion .
As the owner/operator of an affiliate website, you may use any form of promotion you choose, compatible with the terms of this Agreement: text links, searchboxes, XML feed, but you're not allowed to do any mass-mailing unless it is an opt-in e-mail list.

4. Click-through.
Users must perform a Valid Click-Through, they must click or use search box to get to search results, all other methods considered as illegal.

5. Restrictions.
We will immediately terminate your participation in the autody affiliate program should you promote our program in any of the following ways:
Spamming of any sort, meaning they are not opt- in emails; IRC/ICQ/AOL/MSN mass-messaging, and/or newsgroups;
Your website contains child pornography;
Your website contains rape;
Your website contains violence;
Your website contains illegal activities;
Your website violates intellectual property rights; Attempts to cheat, defraud or mislead us in any way;
For any other reason deemed to be reasonable by us.
autody reserves the right to cancel your participation in the affiliate program at any time should your site(s) become involved in any way with the above subjects and/or, but not limited to, mass unsolicited mailings (i.e. spamming) or association with other sites whose content goes against our policies. Such cancellation shall result in the forfeiture of any accumulated unpaid commission.

6. Promotion materials.
autody grants you a license to promote our program using any of the promotional material found in our webmaster area. You are not allowed to use this material for promotion of other sites/products.

7. Commission.
autody will pay you 70% of the total revenues received from our search results providers (autody may increase your commision at the later time). Any advertiser's refusal to pay results in a subsequent debit from the affiliate account. Referral program - you will receive 5% of all referrals earnings.

8. Commission Payment.
Payment will be made twice a month, on the first (1st) and fifteenth (15th) for the previous periods. Please remember there can be few days delays after period end. Minimum payment is twenty (20) US dollars. Minimum payment can be changed inside the webmaster area but cannot be set under this value. Please remember that payments are made according to our Affiliate Report. All personal member information is kept in the strictest confidence and will not be included in the Affiliate Report.

9. Modification.
We reserve the right to change any part of this agreement at any time and in our sole discretion. Notices of any change will be made on this website and/or sent by e-mail which is considered sufficient notice to you of a change to the terms and conditions of this Agreement.

10. Authority.
Nothing in this agreement will serve to grant you any authority to act on our behalf. You will remain independent of us at all times. You are an independent contractor and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between you and autody.You are not an agent of the COMPANY and COMPANY expressly disclaims responsibility for any conduct by you in violation of the terms of this Agreement.

11. Limitation of Liability.
autody will make every effort to keep its websites operational at all times. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The participant agrees not to hold autody liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program.

12. Should any law enforcement agency, any internet service provider or other person or entity provide autody with notice that you have engaged in transmission of unsolicited emails or have engaged in otherwise unlawful conduct or conduct in violation of any internet service provider's terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information.

13. Disclaimers.
autody makes no warranties, representations or conditions with regard to the program, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. We make no representation that the sites operated under this program will be error-free or uninterrupted, and will not be held responsible for any errors or interruptions.

14. Miscellaneous.
This agreement may not be assigned, by operation of law or otherwise, without the prior written consent of autody . Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns. autody and the participant are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Users with low browser security settings have already given you permission to install by selecting 'low'. It is their sole responsibility as to what security settings they choose to use.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. BY SIGNING UP TO OUR PROGRAM YOU AGREE TO HAVE AN UNDERSTANDING OF THESE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CAN NOT PARTICIPATE IN OUR PROGRAM UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.