Domain Parking Program

Company’s Domain Parking Program (“DPP”) allows Members to monetize their domain names by listing them in the DPP (“Monetized Domains”). For a domain to be listed with the DPP, you must enter the domain into your account and direct it to the DPP. Alternatively, if you choose to direct the domain to the DPP by some other method before entering it into your account, you nonetheless agree to the terms of this agreement and assent to the domain being automatically entered into an account placed under your responsibility and control. By forwarding your domains to the DPP, you understand that Company or any of its partners will put advertisements on the Monetized Domains and you are liable for any and all associated consequences.

1. Company's Duties

Subject to the terms hereof, Company agrees to:
(a) make available to Member's Monetized Domains a landing page through which advertising partners will be linked for the act of providing advertisements to end users of Member's Monetized Domains; or
(b) redirect end users to zero click advertisers upon end users visiting Member's Monetized Domains. Notwithstanding the foregoing, Company’s delivery of Services hereunder is entirely discretionary. At any time and for any or no reason, Company may exclude individual or multiple Monetized Domains from the Services with or without notice in its sole and absolute discretion. Furthermore, Company reserves the right to deny Services to any Member at any time and for any or no reason.

2. Member Duties

Upon the Effective Date and throughout the Term of this Agreement, Member agrees to:
(a) provide Company with accurate, complete and verifiable account, contact and payout information;
(b) refrain from establishing more than one account without Company’s prior written approval;
(c) not permit any other individual or entity (other than an entity’s authorized agent) to access or control his/her account;
(d) change the domain name servers of each Monetized Domain to the domain name servers and IP addresses specified by Company and/or redirect each Monetized Domain to the Internet URL specified by Company;
(e) refrain from stress testing any aspect of the DPP or Services;
(f) never disclose or allow others to access proprietary information about the DPP or Services, including but not limited to user account information, documentation, URLs, parameters, and the look, feel and functionality of the DPP and Services;
(g) not pop-up or pop-under any Monetized Domains without the prior written approval of Company;
(h) not redirect traffic to Monetized Domains, including traffic redirected from non-Monetized Domains and/or purchased traffic, including but not limited to SEM, pop-under or exit traffic, without the prior written approval of Company;
(i) not generate traffic to Monetized Domains or clicks on search results or advertisements by any of the following methods: listings on newsgroups or discussion boards (with the exception of "domain for sale" postings), bulk emails, ICQ postings, chatroom/IRC postings, iframes, zero pixel frames, hitbots, clickbots, spiders, CGI scripts, Java scripts, paid to click programs, paid to read programs, reciprocal click agreements, click farms or any other similar method, as determined by Company in its sole and absolute discretion;
(j) not utilize or permit use of any Monetized Domain for the delivery of unsolicited commercial email messages (i.e., spam, as that term is defined in the U.S. CAN-SPAM Act of 2003) or for any other illegal and/or dubious purpose or activity, as determined by Company in its sole and absolute discretion;
(k) make reasonable efforts to prevent "bots" or "spiders" from initiating requests for Monetized Domains, search results, or executing click-throughs on landing pages or linked websites; and (l) not assign any rights to the links or search results and/or further syndicate the links or search results.

3. Multiple Accounts

As stated above in section 2(b) of this schedule, you warrant that will refrain from establishing more than one account without Company’s prior written approval. In the event that Company determines, in its sole discretion, that you have in fact established multiple accounts, Company is within its rights under this agreement to disregard the multiplicity of your accounts for the purposes of reconciling any unpaid balances or liabilities for Company’s benefit.

4. No Violation of Third Party Trademark or IP Rights

Upon the Effective Date and throughout the Term of this Agreement, Member represents and warrants and shall ensure that, to the best of Member’s knowledge, each domain name that Member elects to monetize through the DPP and/or Services does not violate the trademark, copyright, patent, trademark, privacy, naming, likeness, or any other intellectual property rights of any third party in connection with the goods and/or services advertised through the DPP in connection with the Monetized Domain. Member is responsible for conducting a trademark search (and/or all other applicable legal searches) concerning each Monetized Domain to ensure continued compliance herewith. Member shall not post or upload any content (whether text, image or otherwise) that infringes upon the intellectual property rights of any third party individual or entity. Member agrees to indemnify, defend and hold harmless Company, and its officers, directors, employees, agents, successors, and assigns, for any claims made by any party alleging that a domain name utilizing the DPP and/or Services constitutes a trademark violation, including all associated attorneys’ fees and costs.

5. Member Representations and Warranties Regarding Traffic Sources

Member represents and warrants and hereafter shall ensure that, to the best of Member’s knowledge, traffic to its Monetized Domains originates from type-in traffic (also known as direct navigation traffic), search engine results, or expired links. Member shall not intentionally post misleading information with regard to any Monetized Domain. Member shall not act, either directly or indirectly, to encourage or require end users, either willingly or unwillingly, to click on search results or advertisements and/or to generate click-throughs by any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious or otherwise fraudulent in nature. Furthermore, Member shall not advertise any Monetized Domain in a manner that may increase the likelihood of fraudulent or low-quality click-throughs. Member agrees that Company may ignore or credit back Commissions based on traffic that Company, in its sole and absolute discretion, believes is questionable in nature or otherwise of low quality in nature or source. Throughout the Term of this Agreement, Member shall ensure that no Monetized Domain either is or may reasonably be deemed inappropriate, offensive, unproductive and/or otherwise questionable in nature, either within the meaning of the Offensive Domain Name Policy set forth in Schedule D, or as otherwise determined by Company in its sole and absolute discretion. Company may immediately remove (or require Member to remove) any Domain Name from the Program.

6. Ownership and Licenses

Throughout the Term of this Agreement, Member shall not engage in any of the following practices: (i) "blind links" (i.e., where end users do not know that they will be performing a search); (ii) misleading links in which an end user is persuaded to perform a search in order to obtain some other benefit; (iii) searches from or after 404 or other error messages; (iv) "exit traffic" (i.e., when the end user is presented with search functionality or required to perform a search prior to exiting a Web page); (v) searches required of the end user in order for the end user to do another function, such as leaving a webpage or closing a pop-up window; (vi) searches performed upon an end user hitting the back button or any element of the browser; (vii) searches or displays of Company's or any of its advertising partners' content within pop-up or pop-under windows; (viii) searches from banner or other advertisements without prior written approval of Company; (ix) searches from or within an email; (x) the use, display, syndication, sublicense or delivery of Company's or any of its advertising partners' content on or to any website or application or anywhere else other than Company's landing pages; (xi) modification or alteration in any way of the search results or advertisements; (xii) disabling of the back button or any other element of the browser; (xiii) replacing the end user's web-browser homepage without the end user's express prior consent; and (xiv) stripping, blocking or filtering of Company's or any of its advertising partners' content, whether by a software application or by any other means, or any other practice that prevents or inhibits the display of Company's or any of its advertising partners ' content, in whole or in part.

7. Prohibited Content

Throughout the Term of this Agreement, Member shall not make the following types of content available on any of Member's Monetized Domains. Specifically, Member agrees not to upload, display, perform transmit, or otherwise distribute any content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) otherwise violates the Offensive Domain Name Policy as set forth in Schedule F. Company reserves the right to immediately terminate the transmission or other distribution of any such material using the DPP, and if applicable, to delete any such material from its servers.

8. Click and Traffic Fraud Monitoring

Company has a zero tolerance policy with respect to the use of automated, incentivized and/or otherwise suspect methods of traffic delivery. Company has developed and implemented multiple detection and analysis technologies to provide it with extensive information and insight into the traffic from your account. In the event that any traffic generated by your account is determined by Company, in its sole and absolute discretion, to be fraudulently generated or otherwise be below Company’s traffic quality standards, all revenue generated therefrom shall be permanently forfeited to Company and withdrawn from your account. Further, your account will be immediately and permanently terminated, and all domains listed within your account will be immediately and permanently banned from future entry into any of Company’s Programs. Furthermore, Member hereby agrees that Company may share such information, as determined by Company in its sole and absolute discretion, with other networks.

9. Commission Payments

(a) During the Term of this Agreement, Company agrees to pay Member a commission (the "Commission") based upon revenues earned from Member's Monetized Domains. The calculation of such Commissions is determined internally by Company, in its sole discretion, by utilizing Company's own internal formulas, algorithms, policies and procedures. Company further reserves the right to penalize Commissions derived from poor quality traffic, as determined in Company's sole and absolute discretion, by imposing additional penalty deductions upon Commissions calculated by Company. Company makes no guarantee or other representation regarding the amount of Commissions to be paid to Member under this Agreement.
(b) Company will track Commissions through its systems and typically remit payment of any Commissions due to Member on a “net-7” basis, i.e., within seven (7) days of the end of the calendar month in which Member earned such Commissions. However, Company shall have the right and ability to delay payment beyond seven (7) days where, among other things, (i) payment from Company’s advertising partners for such earned Commissions is delayed; (ii) a bank, financial institution, or similar payment restricts, locks, or otherwise delays payment or access to funds; (iii) the presence of a holiday delays payment; (iv) other issues with advertising partners result in a delay of payment; or (v) some other unexpected or unforeseen circumstances result in delay of payment. In such case that payment is delayed, Company will notify Member of the delay and make every reasonable effort to remit payment as soon as possible thereafter. Member acknowledges and agrees that when Company issues a payment instruction to its payment processing partner within the aforementioned seven (7) days, Member may not realize actual receipt of payment until later than the aforementioned seven (7) days due to the processing and transmission time required by the processing partner and/or inherent to the method of payment. Company reserves the additional right to determine, in its sole discretion, that payment to Member should be instead issued on a net-30 to net-90 day basis where Company determines, in its sole discretion, that Member’s traffic is high-risk and/or has a high probability of receiving a negative deduction from advertising partners. Company will make such determination solely on its own internal algorithms and best judgment.
(c) Member acknowledges and agrees that Company may, in its sole and absolute discretion, temporarily or permanently withhold payment for, ignore or credit back Commissions for traffic which it believes is questionable in nature, of low quality in nature or source, fraudulently generated, or which otherwise violates any of the terms or conditions set forth in this Agreement. Member also agrees that Company shall not include in its Commission calculations any click-throughs or redirects for which Company is unable to charge its partners (i.e., in the event of a system failure or other technical difficulty with Company or its partners, Company will not be liable to pay Member for traffic delivered to advertising partners, but not otherwise recorded or charged to partner accounts).
(d) Member understands, acknowledges and agrees that only Company's tracking, data reporting, traffic measurements and calculations will be deemed relevant to either party's performance under this Agreement. Member shall have no longer than five (5) days from the last day of the month prior to dispute of any discrepancy pertaining to the data set forth in Member's online account interface. Failure to report any such discrepancy within such five (5) day period shall be considered by both parties as a forfeiture of Member's right to dispute. The traffic measurements and data of Company shall conclusively determine the payment obligations hereunder.
(e) Member agrees to provide and maintain complete and accurate contact and payment information associated with Member's Company account, including up to date tax-related information. Documentation that Member is required to submit to Company will vary based upon Member's status with the United States and Member's business activities within the United States. Member agrees to submit complete and accurate tax-related documentation, as requested by Company, in order for Company to fulfill its tax reporting obligations. Depending upon Member's status, Member will be required to furnish to Company one of the following forms of documentation: Form W-9, Form W-8 or a Certification of No US Activities. Member shall contact a qualified tax professional should Member have any questions regarding which forms Member is required to submit to Company.
(f) Member warrants that it understands, acknowledges and agrees that Company shall not withhold taxes from any payments due to Member upon Member's submission of the requisite tax-related documentation, and it is the sole responsibility of Member to pay all local, state, federal and/or foreign taxes on income received from the DPP. Member's failure to submit the requisite IRS Forms or certification to Company in a timely manner may result in a withholding and/or forfeiture of all or a portion of Member's earned Commissions. Member shall indemnify, defend and hold Company harmless from and against any and all claims, demands, assessments, penalties, investigations or any other actions made against Company by IRS or any other tax authority for taxes owed by Member for Commissions earned under this Agreement.
(g) Member warrants that it understands, acknowledges and agrees that the minimum payout amount for Commissions is twenty dollars ($20) for payment by direct deposit (ACH), one cent ($0.01) for payment by PayPal, ten dollars ($10) for payment by Bitcoin and eight hundred and fifty dollars ($850) for payment by wire transfer. The Company reserves the right to change the minimum payment amount at any time without prior notice. If the minimum payout amount is not met, Member’s Commissions will continue to roll over to the next payment cycle until the minimum has been met or until the Member’s account is terminated. Further, rolled over earnings will expire when they reach twelve (12) months of age and will no longer be payable to Member thereafter. Unpaid Commissions may accrue where, among other things, Member fails to provide or update valid payment information or to meet to minimum payment amount noted above by month’s end.
(h) Member warrants that it understands, acknowledges and agrees that, in the event that Company ends operations or enters bankruptcy, Member will have sixty (60) days to claim any unpaid Commissions from the date Company provides Member’s login to its account and via email.