Please click on the terms and conditions link appropriate below.

eBrochure / eCatalog / eMagazine / eBook
Opt-In Email
Email Append
POPS
Lead Refund & Payment Policy
Health Insurance Lead Refund & Payment Policy
Insurance Lead Buying Agreement
Co-Registration Leads
Affiliate Network Standard 




eBrochure / eCatalog / eMagazine / eBook

Definitions
As used herein the following terms have the following meaning: “Client Supplied Materials” means the Creative, digital materials and any other materials of whatsoever nature required by Direct Web Advertising and provided by Client to Direct Web Advertising under the terms of the Production Order. “Confidential Information” means information and documentation concerning Direct Web Advertising and/or the Client and not generally known to the public which may include, but is not limited to, trade secrets, know-how, inventions, information gathered pursuant to a review of the respective parties’ sites, privacy statements, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, subscriber databases, financial information, sales and marketing plans and information and business plans and other proprietary information. “Creative” means the Creative Brief, images and content to be supplied to Direct Web Advertising by Client under Section 3 of the Production Order. “Customer Lists” means Customer Lists of the Client provided to Direct Web Advertising. “eBrochure/Catalog” means the eBrochure, eCatalog, eMagazine or eBook in the form of an e-book as produced by Direct Web Advertising under Section 2 of the Production Order. “Procution Order” means this eBrochure/Catalog Production Order including Client Information, Production Services, License Fees and Desktop Channel Updates, Promotion and Distribution Services, Total Costs, Production Process, Payment, and Exclusivity Period. “Privacy Statement” means Direct Web Advertising Privacy Statement as displayed on the Direct Web Advertising website. “Services” means the services to be provided by Direct Web Advertising to Client as described in detail under Section 2 of the Production Order. “Software” means all the software programs and editing tools which Direct Web Advertising utilizes to encapsulate Client Supplied Materials and present same in a single self-standing computer program. “Storyboard” means a document presentation of the expected layout of the eBrochure/Catalog. “Subscriber Data” means data independently collected and collated by Direct Web Advertising. “Direct Web Advertising” means MarMac Associates, LLC, d/b/a Direct Web Advertising. “Direct Web Advertising End-User License Agreement” means the Direct Web Advertising end-user license agreement. “Direct Web Advertising Materials” means the Software and resulting eBrochure/Catalog. Any reference to Direct Web Advertising in regards to ownership of the eBrochure/Catalog Software IP is as a representative of it’s private label technology provider.

Services
(a) Direct Web Advertising shall provide the Services as specified in the Production Order. Client shall cooperate at all times with Direct Web Advertising for the provision of the Services, including but not limited to the provision of the Creative and any and all necessary Client Supplied Materials, and shall promptly respond to the deadlines set down in Section 3 of the Production Order.
(b) Client shall submit Client Supplied Materials to Direct Web Advertising in a form acceptable to Direct Web Advertising.
(c) Client grants to Direct Web Advertising all necessary licenses in Client Supplied Materials for Direct Web Advertising to provide the Services to the Client.
(d) It is expressly understood and agreed by Client that Client may distribute the eBrochure/Catalog only in accordance with the distribution terms of the Production Order. Additional distribution by the Client shall require prior notification to and written approval of Direct Web Advertising. The Software for distribution of the eBrochure/Catalog from Client’s server may automatically cease functioning when the agreed distribution limit is reached, unless agreement is reached with Direct Web Advertising for additional downloads at additional charges.

Payment
(a) Client shall pay to Direct Web Advertising the amount(s) as set down in Section 2 (D) of the Production Order in consideration for the Services and the license rights to Direct Web Advertising Materials under the terms of the Production Order.
(b) All payments hereunder shall be due and payable on the dates set out in Section 4 of the Production Order. Any amount not received within thirty (30) days of said date(s) shall be subject to a late payment charge equal to the greater of 1.5% per month or the maximum permitted by any applicable enforceable statute.
(c) If Client fails to make timely payment of the sums due (whether or not such default has been cured), Direct Web Advertising shall have the right to insist on payment in advance for future usage of Direct Web Advertising Services.

License
(a) Direct Web Advertising and its suppliers retain all right, title and interest in and to all Software, Direct Web Advertising Materials and Direct Web Advertising proprietary information utilized by Direct Web Advertising and/or provided to Client in connection with the Direct Web Advertising Services. Direct Web Advertising and its suppliers reserve any rights or licenses not expressly granted to the Client hereunder.
(b) Client is licensed to use Direct Web Advertising Materials in the distribution of the eBrochure/Catalog in accordance with the provisions of the Production Order.
(c) Client hereby grants to Direct Web Advertising (and its technology license suppler) a non-exclusive, worldwide limited license to use Client’s trademarks and logos as necessary to perform Direct Web Advertising Services under the Production Order subject to Client approval.
(d) Client understands that Direct Web Advertising may at its sole option include the Direct Web Advertising End User License Agreement which shall automatically be downloaded to the end-user’s machine when the end-user clicks on to download Client’s eBrochure/Catalog and which may require the end-user to enter into such agreement prior to obtaining the Client’s eBrochure/Catalog.

Client Undertakings and Warranties
(a) Client expressly undertakes to Direct Web Advertising that (i) it shall not alter, amend, change or adapt the eBrochure/Catalog produced by Direct Web Advertising under the Production Order; (ii) it shall not itself nor permit others to modify, reverse-engineer, de-compile, disassemble, or otherwise discover Direct Web Advertising Software and/or source code in any way; (iii) it shall post the eBrochure/Catalog on its website only and permit the eBrochure/Catalog to be downloaded only to end-users in the territory of the United States of America and its dependences; (iv) unless expressly provided under the Production Order, it shall not without prior notification to and written confirmation from Direct Web Advertising permit the eBrochure/Catalog to be linked to any other third party server or website; (v) it does not have the right to create derivative works of the eBrochure/Catalog or Direct Web Advertising Software; (vi) any and all modifications or enhancements remain the sole property of Direct Web Advertising and/or as the case may be its licensor; (vii) it shall not access Direct Web Advertising or Direct Web Advertising business associate services or Software by any means other than the interface provided by Direct Web Advertising or Direct Web Advertising’s licensor.
(b) Client expressly warrants to Direct Web Advertising that (i) it is the owner and/or has the right to use and has the right to license Client Supplied Materials to Direct Web Advertising; (ii) Client Supplied Materials do not infringe or violate any intellectual property rights, publicity or privacy rights, law or regulation and are not defamatory, harmful to minors, obscene or pornographic; (iii) do not contain any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any systems, data or personal information; (iv) are not materially false, misleading or inaccurate. Direct Web Advertising may take remedial action if Client Supplied Materials violates this Section 2.
(c). However, Direct Web Advertising is under no obligation to review Client Supplied Materials for accuracy or potential liability. Client agrees to indemnify and hold Direct Web Advertising harmless from any and all claims or losses made against it arising from any breach of this clause.

Direct Web Advertising Warranties and Disclaimers
(a) Direct Web Advertising will use commercially reasonable efforts to perform the Direct Web Advertising Services. Direct Web Advertising’s sole obligation and Client’s exclusive remedy for any service failure or breach by Direct Web Advertising of any warranty or other obligation hereunder shall be that Direct Web Advertising shall use commercially reasonable efforts to cure such breach or, if Direct Web Advertising is unable to effect such cure, Direct Web Advertising will grant Client a credit or refund of fees for the affected Direct Web Advertising Services.
(b) Direct Web Advertising warrants that it (i) is the owner of, or as appropriate is the licensee of all Software utilized to produce, run and provide the Services and (ii) has not received any indication that the Software infringes the intellectual property rights of others, including, but not limited to, no such indication from a patent or other intellectual property search by it or by receipt of a warning letter or the like.
(c) OTHER THAN AS EXPRESSLY PROVIDED HEREIN, DIRECT WEB ADVERTISING DOES NOT MAKE ANY WARRANTIES OF ANY KIND, IMPLIED OR OTHERWISE, FOR THE DIRECT WEB ADVERTISING SERVICES IT IS PROVIDING, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE eBROCHURE/CATALOG CAN BE DISPLAYED AT ALL TIMES. DIRECT WEB ADVERTISING WILL NOT BE RESPONSIBLE TO CLIENT FOR CLIENT’S LOST PROFITS OR LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES OR SERVICE INTERRUPTIONS OF WHATSOEVER NATURE. DIRECT WEB ADVERTISING DOES NOT WARRANT THAT THE DIRECT WEB ADVERTISING SERVICES WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE. DIRECT WEB ADVERTISING SERVICES ARE BEING PROVIDED ‘AS IS’. IT IS EXPRESSLY AGREED AND UNDERSTOOD THAT USE OF THE DIRECT WEB ADVERTISING SERVICES AND THE SOFTWARE ASSOCIATED THEREWITH IS AT THE SOLE RISK OF THE CLIENT.

Intellectual Property Rights
(a) Direct Web Advertising acknowledges that it has no rights in or to the Creative and/or Client Supplied Materials.
(b) Intellectual property rights in the Direct Web Advertising Materials are and at all times shall remain vested in Direct Web Advertising and/or the appropriate proprietary licensor.

End User Information
Direct Web Advertising shall retain ownership, full right and title in and to end-user information collected by Direct Web Advertising including without limitation email addresses and other contact, demographic or personal information. Direct Web Advertising shall use such information in accordance with the terms of its Privacy Statement, in its then current form as posted to its website.

Confidentiality
Both parties agree to take reasonable measures to maintain the confidentiality of the parties’ Confidential Information and not to disclose such information to any person except its officers, employees or consultants to whom it is necessary. Both parties represent that all such officers, employees and consultants shall be bound by the terms of this clause or a similar written agreement with terms no less protective than this clause. These obligations shall not apply to the extent that Confidential Information includes information which (i) is already known to the parties at the time of disclosure in writing; (ii) is, or through no act or failure to act of either party becomes publicly known; (iii) is legally received by either party from a third party without restriction on disclosures; (v) is approved for release by written authorization of either party. The parties agree that the disclosing party is entitled to injunctive remedies as a remedy for any breach of this Section.

Term and Termination
(a) Unless terminated in writing by either party as set forth herein, the Production Order shall apply for so long as Direct Web Advertising is providing Services to the Client hereunder.
(b) Either party may terminate this Agreement for good reason upon thirty (30) days’ written notice to the other. Good reason shall include but is not limited to any default by Client in its payment obligations, any breach by Client of its distribution rights and/or Client’s Undertakings and Warranties, where said default or breach is not rectified by Client within thirty (30) days of having been given notice of such default by Direct Web Advertising.
(c) Upon termination of the Production Order for good cause by Direct Web Advertising, Direct Web Advertising shall have the right to immediately discontinue and disconnect provision of any and all Direct Web Advertising Services and/or the Direct Web Advertising Materials without further notice to Client, including causing the Software to cease functioning on any machine having the Software.
(d) If Client is in default and has not cured default within the thirty (30) day period provided under 10(b) above, Client’s right to distribute the eBrochure/Catalog shall cease and the following payments shall be due and immediately payable by Client to Direct Web Advertising (A) if the Production Order is at the Production Services stage (Section 2 of the Production Order), Client shall pay the full amount agreed for Production Services under Section 2 of the Production Order; (B) if the Production Order is at the Promotion and Distribution Services stage (Section 2 of the Production Order) and (i) less than [100,000] eBrochure/Catalog have been downloaded to end-users, Client shall pay to Direct Web Advertising a pro rata amount of the sum set down in Section 2; (ii) if more than [100,000] eBrochure/Catalog have been downloaded to end-users the full amount due under Section 2 of the Production Order.
(e) The termination or expiration of this Agreement shall not relieve either party of responsibility for obligations incurred prior to termination or for any obligations which by their very nature are intended to survive termination. Subject to the Client being in compliance with these terms and conditions, Direct Web Advertising shall return to Client all Client Supplied Materials within thirty (30) days of receipt of payments due pursuant to Clause 10(d).

Entire Agreement Waiver
There are no promises, covenants or undertakings between the parties other than those expressly set forth hereunder. The Client has read, understood and accepted these Terms and Conditions. The Production Order and these Terms and Conditions constitute the entire understanding and contract between the parties and supersedes any and all prior or contemporaneous oral or written communications. No waiver of any provision by either party shall be deemed or shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the parties. The parties agree that execution of the Production Order may at the option of the parties be by facsimile exchange of one counterpart of the Production Order, which shall first be signed by the Client and forwarded by facsimile to Direct Web Advertising, whereupon Direct Web Advertising shall countersign the counterpart and return said executed counterpart by facsimile to Client.

Severability
If any provision of this Agreement shall be found to be unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions of this Agreement shall remain in full force and effect.

Governing Law; Jurisdiction; Venue
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to choice of law principles.
(b) Any action or proceeding arising out of or in connection with this Agreement shall be subject to the jurisdiction of a state or federal court in West Palm Beach, FL. The parties agree that any action shall only be brought in a state or Florida.

Notices
All notices and demands hereunder shall be in writing and served either (i) by personal service, (ii) by certified or registered mail, return receipt requested, or (iii) email to the address of the receiving party set forth above (or at such different address as may be designated by such party by written notice to the other). Any notice to Direct Web Advertising shall also be copied to its Chief Executive Officer.

Back to top



Opt-in Email

Mailer Approval
Advertiser must deliver to Direct Web Advertising, Inc. (“DWA”) the content of the advertisement Advertiser is contracting DWA to broadcast (the “Mailer”) no less than three (3) days prior to the desired email broadcast date. All Mailer shall be subject to DWA’s approval. DWA reserves the right to reject any Mailer that advertises or promotes any product or service involving illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, gambling, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. By reserving this right, DWA shall not be legally obligated for any failure to advise Advertiser of the nature of any such Mailer.

Details of Broadcast
The email messages broadcast by DWA shall identify the source of the recipient’s data collection and shall contain an opt-out feature that allows the recipient to electronically communicate his/her desire to be removed from the DWA (or affiliate) database.

Co-Registration Leads
DWA will scrub for duplicate email addresses as well as blank fields, prior to submission. Advertiser acknowledges that up to 10% of leads may be invalid. For all leads, Advertiser agrees to not de-dupe, against their existing database.

Hardware, Software and Database
DWA shall obtain and maintain the computer hardware and software necessary to perform its obligations under these Terms and Conditions. Such hardware and software shall not be dedicated hardware or software. Nothing in these Terms and Conditions shall grant any right, title or interest in or to the DWA (or affiliate) database, hardware or software.

Payment
Advertiser shall pay in full the fees charged by DWA in the invoice. If Advertiser fails to pay the full amount of the charges detailed in any DWA invoice within thirty (30) days of such invoice, the unpaid amounts of such invoice shall accrue interest at a rate of 18% per annum. Additionally, Advertiser agrees to pay all of DWA’s cost of collection of such charges, including without limitation DWA’s reasonable attorneys’ fees.

Late Fees
In addition to the terms described in Payment Section above, if Advertiser fails to pay the full amount of the charges detailed in any DWA invoice within thirty (30) days of such invoice, Advertiser shall pay DWA a Late Fee in the amount of 5% of the charges detailed in such DWA invoice.

Cancellations
The invoice is cancellable by the Advertiser with a 30 day advanced email notice to mchow@directwebadv.com. DWA may terminate this Agreement upon twenty-four hours advanced email notice to Advertiser.

Indemnification
Advertiser shall indemnify, defend and hold harmless DWA against all third party claims, actions and liabilities (including all reasonable costs, expenses and attorneys’ fees) arising from or in connection with (a) Advertiser’s product(s), services or the content of the Advertiser’s Mailer, including without limitation any claim alleging any violation of any third party’s intellectual property rights; or (b) Advertiser’s breach of any of its obligations, representations or warranties under these Terms and Conditions. DWA shall promptly notify Advertiser in writing of all such claims and shall accommodate Advertiser’s reasonable requests for cooperation and information.

WARRANTIES
DWA MAKES NO WARRANTY WHATSOEVER AS TO THE EMAIL BROADCASTS, EXPRESS OR IMPLIED. DWA EXPRESSLY DISCLAIMS ANY WARRANTIES THAT COULD BE IMPLIED IN CONTRACT, IN LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY OR PERFORMANCE OR ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

LIMITATION OF LIABILITY
IN NO EVENT SHALL DWA BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE (INCLUDING LOST PROFITS). THE LIMIT OF DWA’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) FOR ANY AND ALL CLAIMS RELATED TO THESE TERMS AND CONDITIONS SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID TO DWA UNDER THE INVOICE. 

Force Majeure
Neither party shall be liable for delays or nonperformance of these Terms and Conditions caused by strike, fire or accidents, nor shall either party be liable for delay or nonperformance caused by lack of availability of materials, fuel or utilities or for any other cause beyond its control.

Assignment
Neither party may assign its rights or obligations under these Terms and Conditions without the prior written consent of the other party.

Relationship of the Parties
The parties are independent contracting entities, and there is no partnership or agency relationship between them.

Entire Agreement
Except as expressly modified or supplemented by a writing executed by both parties, the Terms and Conditions described herein and in the invoice specifically incorporating these Terms and Conditions are the only representations, warranties, and understandings between the parties with respect to the products and/or services described herein. In the event of any conflict between these Terms and Conditions and any other document (including, without limitation, the above referenced invoice and any Advertiser invoice, insertion order, or purchase order), the provisions of these Terms and Conditions shall govern. The waiver of any right, breach, or default shall not constitute a waiver of any other right or of any subsequent breach or default.

Disputes
Each party hereby waives any right to a trial by jury in the event of any controversy or claim relating to these Terms and Conditions. The law of the State of Florida shall apply to any resulting claim or action, and the exclusive jurisdiction and venue for any proceeding brought pursuant to these Terms and Conditions shall be Palm Beach County, Florida. 

Severability
Should any provisions of these Terms and Conditions be found invalid or unenforceable, all such provisions are to be enforced to the maximum extent permitted by law, and beyond such extent shall be deemed severed from these Terms and Conditions without affecting the validity or enforceability of any other provision

Headings
The headings of these Terms and Conditions are for convenience only and shall not be used to construe the meaning of this Agreement.

Back to top



Email Append
Alliance Partner agrees to include the following terms and conditions within the e-Mail Data Agreement executed by the End User and Alliance Partner for e-Mail Enhancement Data. For purposes of this Attachment A, the End User shall be referred to as “Client” and Alliance Partner shall be referred to as “Company.”

1.   Grant of License. Except as specifically provided herein, Company hereby grants to Client a non-transferable, non-exclusive, perpetual license to use the Data (as defined below) appended to Client’s Housefile (as defined in Section 5 below) for lawful marketing purposes in accordance with the terms of this Agreement, which terms shall survive any termination or expiration of this Agreement. As used herein, “Data” means only those records supplied by Company that are appended by Company to records of matching consumers in Client’s Housefile. Client shall provide to Company a copy of its Housefile for the purpose of appending Data to such file. The license granted hereunder shall automatically terminate upon the breach by Client of any material term or provision of this Agreement.

2.   Ownership. Client acknowledges that the Data is owned by Company or the data owners who provided the Data to Company (collectively the “Data Suppliers”), and that Client has no proprietary rights in the Data other than that granted hereunder. Client shall not identify any Data Supplier as the source of the Data. Company acknowledges and agrees that once Client receives a confirmation, completes a transaction, or receives some other form of positive contact from a person who has been contacted by Client pursuant to Client’s use of the Data (a “Confirmation”), the restrictions contained herein concerning the Data shall not apply.

3.   Limitations on Use of the Data.

A.   Compliance. Client shall use the Data in compliance with applicable Direct Marketing
Association (“DMA”) guidelines, and all federal, state and local laws, statutes, rules and
regulations.

B.   Solicitations; Ad Copy. Solicitation and ad copy used by Client in connection with the
Data shall not disclose the source of the recipient’s name and address, shall be devoid of
any reference to any selection criteria or presumed knowledge concerning the intended
recipient of such solicitation, and shall be in good taste and of the highest integrity
consistent with DMA guidelines, including the DMA Guidelines for Ethical Business
Practice, as the same may be revised from time to time (for additional information see:
http://www.the-dma.org/guidelines/ethicalguidelines.shtml). Without limiting the
foregoing, Client represents and warrants that it shall not use the Data in any advertisement
or any marketing campaign that: (a) contains or directly links to a site that contains sexually
explicit or obscene materials, or materials that are otherwise deemed offensive;
(b) advocates discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age; (c) promotes or engages in illegal activities; (d) violates intellectual
propertyrights of third parties; or (e) contains or promotes deceptive information.

C.   Ad Copy Retention. Client shall retain copies of each e-mail solicitation piece (or other
marketing materials) used in connection with the Data for at least twelve (12) months after
such use, and to provide such material to Company upon request.

D.   Individual Look-ups. Client shall not use the Data in any application involving individual
look-ups of people or individual reference services (i.e., services used primarily to identify,
locate, or verify the identity of an individual).

E.   Eligibility Decisions. Client understands that Data has not been collected for credit
purposes and is not intended to be indicative of any consumer’s credit worthiness, credit
standing, credit capacity, or other characteristics listed in Section 603(d) of the Fair Credit
Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”). Client represents and warrants that it
shall not use any Data as a factor in establishing any consumer’s eligibility for (i) credit or
insurance used primarily for personal, family or household purposes, (ii) employment
purposes, or (iii) other purposes restricted by the FCRA.

F.   Third Parties; Inspection. Client may not sell, lease, rent or otherwise provide to any other
party (i) its own file, as enhanced with the Data, or (ii) any direct marketing list, model,
analysis, code or report utilizing or derived from the Data. Client may not use the Data, in
whole or in part, in the development of (i) any application that is outside the scope of this
Agreement or (ii) any data products or services (as defined below) to be provided to third
parties including, without limitation, any list enhancement or data appending service or
product. For avoidance of doubt, Client may not use the Data in connection with any third
party’s products or services. Upon reasonable notice from Company to Client, Client shall
permit Company to inspect the Data wherever it is stored, processed and/or used. No
such inspection shall release Client from any of its obligations under this Agreement.

4.   E-mail Services.

A.   Client agrees (i) the first e-mail communication with its customers (“Customers”) derived
from the Data will be performed by Company or by a Company e-mail delivery service
partner; (ii) the text of the first and subsequent e-mail communications with Customers
shall contain an opt-out provision, shall identify the Client, and shall clearly express the
intent of the e-mail communication; and (iii) after the first e-mail communication is
complete, Company will provide the Data to Client for its use subject to the terms and
conditions of this Agreement. The first e-mail communication shall contain, from Client’s
opt-out landing page, a link to a page that describes the E-Mail Enhancement product and
allows a consumer to immediately electronically out-out from the E-Mail Enhancement
product. Notwithstanding the foregoing, to the extent that Client provides an e-mail
address to Company for the purpose of matching a name and address from the Data,
section 4.A(i) above shall not apply. In the event that Company receives an opt-out
request from any Customer, Company shall use reasonable efforts to remove such
Customer’s name and related information from any Data provided to Client. If a Customer
responds directly to Client with an opt-out request, Client shall honor that opt-out request.
When Client supplies that opt-out information to Company, Company shall apply it to the
appropriate opt-out file managed by Company. In addition, if Client so requests,
Company shall supply to Client a file that contains the e-mail addresses of Customers who
have replied to the campaign by requesting to opt-out of receiving any further e-mail
solicitations from Client, and Client agrees that such file may be used by Client for
suppression purposes only. Client agrees to honor such Customers’ election to opt-out of
receiving e-mail marketing solicitations by applying such suppression files to Client’s file. In
the event that Client does not honor such election, Company may terminate this
Agreement immediately without any liability to Client, and Client agrees to defend,
indemnify, and hold Company and the Data Owners harmless for any claims brought
against Company or the Data Owners arising out of Client’s failure to honor such election.
This Section shall not apply if: (1) Client elects to receive only e-mail flags, and no e-mail
addresses are returned to Client; or (2) Client elects to have Company conduct an e-mail
campaign for Client, and no Data is returned to Client.

B.   Client agrees that it will be solely responsible for the content and operation of Client’s web
site(s) and the manner in which Client and Client’s web site(s) interact with or otherwise
use any e-mail message sent to any e-mail address included in the Data and any data
supplied by or obtained from a recipient of such message. Client shall be responsible for
accepting and responding to any communication initiated by a consumer (“Consumer
Inquiries”) arising out of Client’s use of the Data. Client shall not use Company’s or the
Data Owner’s name in response to any Consumer Inquiry, unless Client obtains prior
consent from Company or the Data Owner.

5.   Representations and Warranties. Client represents and warrants that (i) it has a preexisting relationship with each consumer in any housefile provided to Company pursuant to this Agreement (a “Housefile”) and that Client shall not use any Data to communicate with any consumer included in the Housefile who has requested not to receive solicitations from Client, including, without limitation, those consumers whose records are identified as Opt-Out Records; (ii) each consumer whose record is contained in any Housefile has purchased a product or service from Client, donated to Client, or signed up for Client’s subscription service within twenty-four (24) months prior to delivery of the Housefile to Company pursuant to this Agreement; and (iii) Client has not engaged a third-party to append e-mail addresses to Client’s Housefile prior to the delivery of the Housefile pursuant to this Agreement. Client further warrants that any e-mail addresses submitted to Company for reverse e-mail append have been obtained by Client through a voluntary submission by Client’s existing customers.

6.   LIMITATION OF LIABILITIES. COMPANY’S LIABILITY FOR ANY CLAIM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, FOR ANY DAMAGES RESULTING FROM OR IN ANY MANNER CONNECTED WITH THE DATA OR THE SERVICES, IF ANY, SHALL BE LIMITED TO THE AMOUNT OF THE FEES PAID BY CLIENT FOR THE DATA OR SERVICES WHICH ARE IN ERROR. IN NO EVENT SHALL COMPANY OR THE DATA OWNERS BE LIABLE FOR ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS AND LOST PROFITS, WHETHER FORESEEABLE OR NOT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.   WARRANTY DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, HEREUNDER WITH RESPECT TO THE DATA OR THE MEDIA ON WHICH THE DATA IS PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, USE, OR RESULTS OF USE OF THE DATA OR COMPANY’S SERVICES HEREUNDER OR ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.   Indemnification. Client shall defend, indemnify, and hold harmless Company and the Data Owners from and against any and all claims, demands, judgments, liability, damages, losses, costs and expenses, including reasonable attorneys’ fees, arising out of or resulting from Client’s actual or alleged misuse or unauthorized use of the Data or actual or alleged use of the Data in violation of any law, statute or other governmental regulation. Company shall give Client prompt written notice of any such claim of which it has knowledge, and shall provide Client with the assistance, information and authority necessary to perform Client’s obligations under this paragraph

Back to top


POPS

U.S. only (CA included), Either party reserves the right to a 24 hour outclause. Direct Web Advertising (DWA) will makes its best attempt to deliver a total of the quantity listed in Section 2 (“Service”) of the Insertion Order. CLIENT agrees not to download or promote any products or third party applications and/or software,including, but not specifically limited to, Active X, Spyware, or Adware (“Download Term”) unless approved by DWA, via email.

DWA and CLIENT agree that the damages resulting to DWA as a result of such conduct will be difficult to measure and therefore, the parties agree that a reasonable estimate of liquidated damages resulting from such conduct will be $1000 per CPM based on DWA stats.

CLIENT agrees that CLIENT will not advertise any adult related media material; DWA has the right to refuse any ad content that it deems inappropriate to its network. Additionally DWA may unilaterally refuse any campaign or advertising.

In the event CLIENT breaches any obligations as contained herein, DWA may immediately cease performance under this contract, and any monies or credits advanced by CLIENT pursuant to this contract will be forfeited and become the property of DWA without any further obligations owed by DWA under this contract.

DWA will use its best efforts to deliver the campaign throughout our marketing network within the date parameters outlined in Section 2 (“Dispatch Date”) of the Insertion Order. If a specific Flight End Date is not shown, CLIENT is responsible for full payment of delivery up to the point that CLIENT’S written notice of termination is confirmed “in writing” as received by DWA. This deal can be preempted.

CLIENT will have 24 hours to counter any competitive bid for inventory allocated by the Insertion Order. If CLIENT does not counter within 24 hours, the preempted campaign will resume when inventory becomes available. In the event counts are taken from CLIENT or a 3rd party, CLIENT must provide DWA with data summaries (“Stats”) on a daily basis in order to monitor the campaign effectively otherwise CLIENT agrees to abide by DWA stats.

In the event of a Stats discrepancy greater than 10%
a)  DWA reserves the right to immediately pull the campaign, and/or
b)  CLIENT agrees to abide by DWA Stats. Under all circumstances, CLIENT responsible
for paying DWA its proportionate share of the delivered campaign.

Should there be a difference between the IO and the DWA Advertising Guidelines, the IO shall prevail.

Back to top


Lead Refund & Payment Policy

Lead Refund Time Frame
All leads must be faxed to 561-649-8227 attention to Margaret Chow within 7 days of the date listed on the lead. After 7 days a lead cannot be returned for credit, and will not be refunded to your account.

Valid Reasons for Refunding Leads
a. A Child under the age of 18 has filled out the form.
b. The person listed on the lead is not at the phone numbers provided, or the phone
numbers are disconnected.
c. Leads which are clearly invalid and have slipped through our cleaning process.
(i.e. Mickey Mouse, Bin Laden, etc.)
d. Leads that are duplicates of leads previously received from Direct Web Advertising, Inc.
e. The person claims that they never filled out the form.

Direct Web Advertising, Inc. (DWA) verifies each returned lead to ensure the validity for which it is returned. Should DWA determine that a client has abused the terms of the lead refund policy, that client is subject to immediate account closure and is required to submit payment for any outstanding balance to their account.

DWA values the input of its customers, and should any customer feel that a particular lead source is providing a less than quality lead product, DWA, will attempt to work with the customer to determine which lead source it is and take necessary measures to correct the problems.

DWA will work with all clients in order to determine if a lead is a viable return. We understand that there are a variety of reasons why a lead may be returned, however, any leads that are returned based on a sales argument (i.e. “call back in 3 months”, “I need to speak with my husband/wife”, “Phone number is valid, but…”, “I am not longer/not interested”) are not considered refundable and will not be issued as credit on your account.

Payments on Account
Invoices are sent out every Friday for the current week’s activity. Payments may be made by company check or money order (made payable to Direct Web Advertising, and sent to 1375 Gateway Boulevard, Boynton Beach, FL, 33426), or by Pay Pal or Credit Card (Visa/Master Card preferred and American Express accepted, please request Credit Card Payment Authorization Form) or through a Wire. Payments may also be made by fax. Simply complete a check and fax to #561-649-8227. Deposits made at the start of a new account, will be applied to the account as a credit toward leads that will be delivered. Once the deposit has been used, and the account incurs a balance, payment must be received by the Corporate Office within 7 days of the date that the invoice was sent to you. Any lapse in weekly payments will result in your account being suspended until full payment has been received.

DWA reserves the right to submit any and all delinquent accounts to collection agencies in order to collect unpaid account balances, and/or to hold all outstanding balances as due should a client choose to begin receiving leads from DWA at any time in the future.

Back to top


Health Insurance Lead Refund & Payment Policy

Lead Refund Time Frame
All leads must be faxed to 561-649-8227 attention to Margaret Chow within 7 days of the date listed on the lead. After 7 days a lead cannot be returned for credit, and will not be refunded to your account.

Valid Reasons for Refunding Leads
a. A Child under the age of 18 has filled out the form.
b. The person listed on the lead is not at the phone numbers provided, or the phone
numbers are disconnected.
c. Leads which are clearly invalid and have slipped through our cleaning process.
(i.e. Mickey Mouse, Bin Laden, etc.)
d. Leads that are duplicates of leads previously received from Direct Web Advertising, Inc.
e. The person claims that they never filled out the form.

Direct Web Advertising, Inc. (DWA) verifies each returned lead to ensure the validity for which it is returned. Should DWA determine that a client has abused the terms of the lead refund policy, that client is subject to immediate account closure and is required to submit payment for any outstanding balance to their account.

DWA values the input of its customers, and should any customer feel that a particular lead source is providing a less than quality lead product, DWA, will attempt to work with the customer to determine which lead source it is and take necessary measures to correct the problems.

DWA will work with all clients in order to determine if a lead is a viable return. We understand that there are a variety of reasons why a lead may be returned, however, any leads that are returned based on a sales argument (i.e. “call back in 3 months”, “I need to speak with my husband/wife”, “Phone number is valid, but…”, “I am not longer/not interested”) are not considered refundable and will not be issued as credit on your account.

Payments on Account
Invoices are sent out every Friday for the current week’s activity. Payments may be made by company check or money order (made payable to Direct Web Advertising, and sent to 1375 Gateway Boulevard, Boynton Beach, FL, 33426), or by Pay Pal or Credit Card (Visa/Master Card preferred and American Express accepted, please request Credit Card Payment Authorization Form) or through a Wire. Payments may also be made by fax. Simply complete a check and fax to #561-649-8227. Deposits made at the start of a new account, will be applied to the account as a credit toward leads that will be delivered. Once the deposit has been used, and the account incurs a balance, payment must be received by the Corporate Office within 7 days of the date that the invoice was sent to you. Any lapse in weekly payments will result in your account being suspended until full payment has been received.

DWA reserves the right to submit any and all delinquent accounts to collection agencies in order to collect unpaid account balances, and/or to hold all outstanding balances as due should a client choose to begin receiving leads from DWA at any time in the future.

Back to top


Insurance Lead Buying Agreement
Throughout this agreement Direct Web Advertising will be known as “DWA,” and this agreement will be known as “The Agreement”. In addition, Independent Insurance Sales Representatives or company for which such agents are employed by or work for will be known as “Agent(s).” Furthermore, “Lead(s)” or “Sales Lead(s)” is used in place of “Term Life Insurance Lead”, “Special Risk Lead”, “Auto Insurance Lead” or any other type of insurance for which a lead can be generated.

Service levels and conditions for DWA include:
          1.     DWA will provide Agent(s) who are participating in this contract with “first rights” to
receive sales leads in their territory from DWA.
2.     DWA will address questions or concerns from Agent(s) within 24 hours.
3.     DWA reserves the right to modify the invoice, including the price of leads, with 15
days written notice to Agent.
4.     DWA will ensure that all sales leads sold to Agent(s) are from reliable and credible
sources.
5.     While DWA will attempt to consistently meet the Agent(s) needs, it cannot guarantee
to meet lead minimums on a monthly or daily basis.
6.     DWA makes no guarantees that it will reach or meet the agents indicated “maximum
number of leads per day” as stated on invoice.
7.     DWA makes no sales or commission guarantees on leads provided to Agents.
8.     DWA makes no guarantees that leads will request applications from specific
insurance companies.
9.     SPECIAL NOT FOR ARFs: DWA will attempt to match the annual premium
delivered with that requested within $500 over or under the Annual Premium
requested. For example if Agent prepays for $10,000 in AP, DWA may deliver from
$9,500-$10,500 in AP. Agent understands that DWA will very likely NOT match the
exact amount of Annual Premium requested. If DWA does not deliver the full amount
of AP, any balance will be applied to the next order or the Agent will be reimbursed in
the same manner in which the prepay amount was collected (ex. check, wire, paypal,
credit card, etc.).

Service levels and conditions for DWA include:
          1.     Agent(s) agree to service leads within their assigned states or excluded states
furnished on the invoice.
2.     Agent(s) must give DWA 30 day’s WRITTEN notice to reduce the total
amount of leads accepted on invoice. If necessary, DWA may bill the Agent for
any leads that are sent during this period (or any other period) for which payment has
not been received.
3.     Agent(s) will act upon any lead that is provided by DWA within 72 hours. This may
include a telephone call, house call, or email.
4.     Agent(s) agree to pay DWA the agreed upon price per sales lead as indicated on the
invoice.
5.     No dud credit will be given for leads on invoice.
6.     There will be no age requirements or minimums for leads indicated on invoice.
7.     Agent will accept leads even if not appointed with the specific insurance company
application requested. Agent will make all attempts to “sell” Lead on companies
Agent is appointed with.
8.     Sales leads are to be acted upon only by the Agent(s) or licensed Life Insurance
Agent who is under their supervision.
9.     It is the responsibility of the Agent(s) to maintain a valid email address or
access to the Internet to receive leads. DWA is NOT responsible for any leads that
cannot be retrieved by Agent(s) due to email or Internet problems that are not the fault
of DWA.
10.   It is required that Agent(s) provide VALID credit card information to DWA on the
Credit Card Payment Authorization Form. A charge in the amount of $100 may be
charged to this card and then IMMEDIATELY refunded to ensure the validity of the
card. If any bill is not paid on time (if paying via check, wire, paypal), the total amount
due and any past due balances may be billed to Agent(s) or charged to credit card on
file.
11.   If a credit card is declined for payment, another card is required for payment. If
paying by check, payment must be postmarked no later than 5 days after the signed
invoice has been received. If a check is returned for non-sufficient funds, a $25 fee
will be charged to the Agent or the maximum amount allowed by law. NOTE: Credit
Card information should only be sent via fax on a signed Credit Card Payment
Authorization Form. NEVER be sent via phone or email. If sent via phone or email,
DWA is NOT responsible for its unauthorized use. Agent will only be billed for
additional leads sent which have exceeded the original amount requested on prepayed
invoice, if applicable.
12.   Leads may be sent on all days. Leads will also be sent on all Holidays including the
weeks of Thanksgiving, Christmas, and New Years.
13.   Payment disputes must be made to DWA within 15 days of receipt of invoice. If no
dispute is made within this time, any dispute thereafter will be considered null and
void.

The Agreement may be terminated with a written 30-day notice given by the Agent(s) or DWA. The Agent acknowledges that by signing the invoice she/he understands all terms and conditions as expressed or implied. Failure to honor or adhere to this contract could lead to a termination or relationship between DWA and Agent and could lead to legalsuit for damages incurred as decided by a Court of Law.

Back to top



Co-Registration Leads

Delivery of Advertisement
Direct Web Advertising (DWA) shall deliver Advertiser’s Advertisements to users accessing Pages and/or email accounts (as the case may be) in accordance with the Insertion Order, these Standard Terms and Conditions and such other specifications to be determined solely by DWA (collectively, the “Agreement”). Advertiser hereby grants DWA a non-exclusive, worldwide license to use the Advertisements pursuant to this Agreement.

Payment
Advertiser and Agency shall pay DWA immediately upon Advertiser’s or Agency’s receipt of DWA’s invoice or as otherwise specified on the specific IO. If Advertiser or Agency fails to make payment within thirty (30) days of such invoice, DWA, in addition to other remedies, shall have the right to immediately remove Advertisements from the Service without any obligation to Advertiser or Agency or claim against DWA for such removal. Neither Advertiser nor Agency may cancel or receive refunds for any Advertisements which have run or have been delivered.

Customer Acquisitions
DWA will deliver to Advertiser data (“Customer Acquisition Data”) related to customer acquisitions (“Customer Acquisitions”) derived from Advertisements as provided in the Insertion Order (each such delivery of Customer Acquisition Data, a “Data Transmission”). Within ten (10) days following the end of every month Advertiser or Agency shall deliver to DWA the number of Unqualified Acquisitions and Repeat Acquisitions for the immediately preceding month. All Unqualified Acquisitions and Repeat Acquisitions not reported to DWA by Advertiser or Agency within ten (10) days following the month in which such Unqualified Acquisitions and Repeat Acquisitions are generated shall be deemed valid and qualified Customer Acquisitions for purposes of calculating the fees owed by Advertisers and Agency to DWA under the terms of this Agreement. DWA reserves the right to verify, either by itself or through a third party, all Unqualified Acquisitions and Repeat Acquisitions. For purposes of this Agreement, Unqualified Acquisition shall mean a Customer Acquisition for which a user record is grossly incomplete or contains materially invalid information. Unqualified Acquisition shall also include any duplicate Customer Acquisition contained within the same Data Transmission. For purposes of this Agreement, Repeat Acquisition shall mean a Customer Acquisition (other than an Unqualified Acquisition) relating to a user for whom Advertiser already possesses Customer Acquisition Data. Advertiser and Agency acknowledge and agree that all Repeat Acquisitions in excess of the maximum number of Repeat Acquisitions set forth in the Insertion Order shall be deemed valid and qualified Customer Acquisitions for purposes of calculating the fees owed by Advertiser and Agency to DWA under the terms of this Agreement. Unless otherwise stated in the Insertion Order, such maximum number of Repeat Acquisitions shall be deemed to be zero.

Advertiser’s and Agency’s Obligations and Representations
Advertiser and Agency shall be solely responsible for all costs they incur in connection with the Service and this Agreement, including, without limitation, expenses associated with creating, updating and otherwise managing Advertisements, delivering Advertisements to the Service and establishing and maintaining links inside the Advertisements (collectively, “Advertiser’s Web Content”). Advertiser and Agency warrant and represent at all times that Advertiser and Agency own and/or has the right to permit the use of the Advertisements by DWA and that neither the Advertisements nor the Advertiser’s Web Content will infringe the rights of any third party or violate any foreign or domestic federal, state or local law or regulation. Advertiser and Agency agree that they shall be solely responsible for any liability arising out of the Advertisements or Advertiser’s Web Content. In furtherance of the foregoing, Advertiser and Agency agree to indemnify and hold DWA, its subsidiaries and affiliates, its respective agents, partners, officers, directors and employees and Service participants harmless from and against any losses, costs, damages or expenses (including reasonable attorneys’ fees) resulting from claims or actions arising out of or in connection with the Advertisements or Advertiser’s Web Content or Advertiser’s or Agency’s breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy or publicity.

DWA Rights
DWA shall have the right to approve the form and content of all Advertisements and once approved, no changes shall be made to any Advertisements without DWA’s consent. DWA shall have the right to refuse to include in the Service, and to remove from the Service without notice, any Advertisement that DWA determines does not meet the standards or comply with the terms of this Agreement or any Advertisement linking to Advertiser’s Web Content, which content DWA deems unlawful or inappropriate in its sole discretion. DWA may use the Advertiser’s name and Advertisements to promote DWA and the Service in all media and to use information concerning Pages, Impressions and users for DWA’s own use and for use in connection with the Service, provided DWA does not reproduce Advertisements without Advertiser’s prior consent.

No Warranty/Liability
DWA MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE TYPE OR NUMBER OF SERVICE PARTICIPANTS OR THE TYPE OR NUMBER OF PAGES WHICH WILL BE ACCESSIBLE TROUGH THE SERVICE. DWA SHALL NOT BE LIABLE FOR ANY SERVICE PARTICIPANTS NOR FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING COUNSEL FEES) INCURRED BY ADVERTISER OR AGENCY IN CONNECTION WITH ADVERTISER’S OR AGENCY’S PARTICIPATION IN THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER’S OR AGENCY’S BANNERS. IN NO EVENT SHALL DWA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER OR NOT DWA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL DWA’S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO DWA BY ADVERTISER OR AGENCY HEREUNDER.

Miscellaneous
Advertiser and Agency shall hold this Agreement in confidence and shall not sell, transfer or assign this Agreement without DWA’s prior written consent. Neither Advertiser nor Agency shall have, nor claim, any right, title or interest in or to any Pages, the Service or any elements thereof (including, without limitation, the grant of a license in or to the Service or any software, source codes, modifications, updates, and enhancements thereof or other aspect thereof), the name “DWA” or any derivatives thereof, or any trademarks and logos owned or controlled by DWA and made available through the Service or otherwise. Each party hereto shall be and act as independent contractor and not as partner, joint venture, or agent of the other. This Agreement represents the entire understanding between DWA, Advertiser and Agency regarding DWA’s services and supersedes all prior agreements. No waiver, modification or addition to this Agreement shall be valid unless in writing signed by the parties. The foregoing shall not limit DWA’s right to waive, modify or make additions to the Service Terms. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Florida and jurisdiction over all parties to this Agreement shall be vested exclusively in the federal and state courts within the City of Boynton Beach, Florida.

Definitions
“Advertisement” is defined as Advertiser’s advertisement and its contents, which appear on a page or is contained in an email. “Impression” is defined as occurring each time an Advertisement appears on a Page, resulting from a user accessing or visiting such Page, or each time an Advertisement is delivered via email. “Page” is defined as a page in a Service participant’s web site, which is linked to the Service pursuant to the Agreement. “Service” is defined as the DWA service or other related service, owned, operated or distributed by or through DWA or any subsidiary that delivers banners to web site pages linked to the Service upon users accessing or visiting such a page.

Additional Terms and Conditions
Advertiser warrants that all content, products and services advertised are legal to distribute worldwide. Advertiser further warrants that the advertisement does not and will not violate or infringe upon any patent, copyright, trade secret, trademark or other proprietary right of any third party and that the advertisement or the advertised product or service does not and will not contain coding which promotes the auto-spawning of browsers, nor contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

Advertisements may not contain or promote content that is considered inconsistent with DWA’s corporate policies including but not limited to indecent or pornographic material; pirated software or content that violates third party intellectual property rights; unlicensed MP3 files or sites; illegal activity; subject matter deemed inconsistent with DWA’s corporate policy. DWA determines appropriateness of content at its sole discretion.

Advertiser may not alter, modify, take, sell, re-use or divulge any DWA computer code. Advertiser may not re-sell traffic, auto-spawn browsers, display multiple pages or otherwise prompt subsequent interstitial advertisements.

In all cases in which Advertiser serves its advertisement to DWA pages or interstitials: Advertiser is solely responsible for the delivery of the advertisement and agrees that no credit will be issued in relation to Advertiser’s failure to deliver advertisement into the scheduled placement area of DWA pages or interstitials up to such time that a written notice of technical difficulty is received and acknowledged by DWA. Web site owner(s) shall not be responsible for any delays, carrier transmission interference or other banner down-times resulting from accidents, acts of war, natural disasters, embargoes or any other circumstances beyond web-site owner’s control.

Each party agrees to indemnify, defend, and hold harmless the other party against any liabilities, damages, losses, and costs (including reasonable attorney’s fees) incurred by the indemnified party arising from the breach of any representation, warranty, covenant, obligation or agreement set forth herein. Each party hereby agrees to promptly notify the indemnifying party in writing of any identifiable claim. The indemnified party shall cooperate in all reasonable respect with the indemnifying party and its attorneys in the investigation, trial, defense and settlement of any such claim and any appeal. The indemnifying party hereby agrees and acknowledges that the indemnified party may, through its attorneys or otherwise, at its own cost and expense, participate in any such investigation, trial, defense and settlement that is being conducted by the indemnifying party. No settlement of a claim shall be entered into without the consent of the indemnified party if the settlement would obligate that party, which consent will not be unreasonably withheld.

Back to top


Affiliate Network Standard Terms and Conditions

Direct Web Advertising, Inc ACTIVELY monitors traffic for Fraud. If we detect Fraud, your account will be made inactive pending further investigation.

All web sites, newsletters, companies, or individuals need official approval from Direct Web Advertising, Inc before they can become an (Affiliate, Publisher, Partner). Only web sites and newsletters that have been reviewed and approved are permitted to use the programs. Direct Web Advertising, Inc reserves the
right to withhold or refuse approval on any web site, newsletter, company, or individual for any reason, whatsoever.

In order to be eligible for “Leads Program” (Affiliate, Publisher, Partner) approval, all web sites and newsletters must meet the following criteria:

  • Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers
  • Be written in English and contain only English language content
  • Receive a minimum of 100 unique page views per month
  • Have a top-level name
  • Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
  • Be fully functional at all levels; no “under construction” sites or sections
  • Spawning process pop-ups and exit pop-ups are prohibited for click approved affiliates
  • The content of the web site and/or newsletter cannot infringe on any personal, intellectual property or copyrights.
  • The content of the web site and/or newsletter cannot contain any adult content nor link from, or to, any adult materials including but not limited to:
    • Explicit, vulgar or obscene language
    • Posting or referencing of sexually explicit images or other offensive content
    • Promotion of adult services, such as phone sex or escort services
    • Racial, ethnic, political, hate-mongering or otherwise objectionable content
    • Investment, money-making opportunities or advice not permitted under law
    • Gratuitous violence or profanity
    • Material that defames, abuses, or threatens physical harm to others or to you
    • Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.
    • Software Pirating
    • Hacking or Phreaking
    • Any illegal activity whatsoever
    • Any questionable or controversial subject matter
    • Any spoofing, redirecting, or trafficking from adult-related web sites in an effort to gain traffic
  • You cannot place our advertisements into your framed environment, unless approved by Direct Web Advertising, Inc in writing by an IO.
  • Your web site and/or newsletter cannot be ‘point, lottery, or rewards’ based encouraging users to click on our Advertisers’ banners or use our dvertisers to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing
    from Direct Web Advertising, Inc.

In order to be approved as a “Click Program” (Affiliate, Publisher, Partner), all web sites and newsletters must meet the following criteria:

  • Be approved as a “Leads Program” (Affiliate, Publisher, Partner)
  • Be content-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers
  • Cannot offer incentives to users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
  • Spawning process pop-ups and exit pop-ups are prohibited
  • If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Direct Web Advertising, Inc, such as pre-population of forms or mechanisms not approved by Direct Web Advertising, Inc), you will forfeit your entire commission for all programs and your account will be terminated. Direct Web Advertising, Inc reserves sole judgment in determining fraud, and you agree to this clause.

It is the OBLIGATION of the (Affiliate, Publisher, Partner) to prove to Direct Web Advertising, Inc that they are NOT committing fraud. Direct Web Advertising, Inc will hold your payment in ‘Pending Status’ until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

  • Have click-through rates that are much higher than industry averages and where solid justification is not evident
  • Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported
  • Have shown fraudulent leads as determined by our clients
  • Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs

Filling out this form constitutes an agreement between Direct Web Advertising, Inc and the (Affiliate, Publisher, Partner). This is a pre-pay contract only, to be pre-paid by (Affiliate, Publisher, Partner) directly to Direct Web Advertising, Inc.

REQUIREMENTS FOR PAYMENT: Affiliates are required to pay an invoice for payment by pre-pay in order to receive data/leads from Direct Web Advertising, Inc.

Back to top