Netfiliate Advertiser Terms of Service
The Netfiliate Advertiser Terms of Service and Conditinos are as follows. Lushann Web Technologies LLC is the owner and operator of an internet marketing affiliate system called Netfiliate operated via an internet website located at http://www.Netfiliate.com ("the Service"). The Service may include associated media, print materials, and written instructions or documentation.

1. INTRODUCTION

1.1 This Agreement sets out the terms and conditions on which Lushann Web Technologies LLC is willing to provide the Advertiser with such advertising space as well as the terms and conditions of the Advertiser’s membership to and participation in the Service.

1.2 By completing either the printed or electronic version of the Netfiliate purchase order and enrolling to use the Service, you agree to be bound by the Netfiliate Advertiser Agreement terms and conditions, including the purchase order, payment terms, policies, rules, standards and guidelines "Policies") related to the Service, in effect from time of purchase.

1.3 In this agreement, "you", "your", and Advertiser refers to the Subscriber. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Service, shall be bound by, and shall abide by these Terms of Service and Conditions. You further agree that you are bound by these Terms and Conditinos whether you are acting on your own behalf or on behalf of a third party.

1.4 By accepting the terms and conditions, Advertiser (i) represents and warrants that he or she is 18 years or older; (ii) agrees to provide true, accurate, current and complete information; and (iii) agrees to maintain and update this informatino to keep it true, accurate, current and complete. If any informatin provided by Advertiser is untrue, inaccurate, not current or incomplete, Lushann Web Technologies LLC has the right to terminate Advertiser's account and refuse any and all current or future use of the Service.

1.5 Multiple Accounts: You are only entitled to set up one (1) Advertiser account with Lushann Web Technologies LLC ("Advertiser Account"). You may use your Advertiser Account in connection with as many domains and/or websites you own or otherwise have the right to use. In the event that Lushann Web Technologies LLC has reasonable grounds to believe that you have set up multiple Advertiser Accounts, Lushann Web Technologies LLC shall terminate all such accounts and withhold payment of any commission or other monies payable to these accounts.

2. DEFINTIONS

"Member/Publisher/Affiliate" shall mean the person or entity that signs up with the Advertiser and uses the System on their respective website, newsletter and promotes the Advertiser. These people or firms are referred to as Members, Publishers, or Affiliates.

"Click-through": means the act of a Visitor clicking on a banner advertisement or other text or graphic hyper-link displayed on the Affiliate’s website(s), whereby the Visitor’s web-browser is redirected the website(s) of Lushann Web Technologies LLC and/or the Netfiliate Advertisers.

"Lead": means any act of a Visitor that occurs after a Click-through, such as a completing a form or other mechanism to identify potential customers that is not dependent on a payment being made but for which an Netfiliate Advertisers attaches an implied value and has nominated a corresponding Pay-out Rate for such acts;

"Sale": means any act of a Visitor that occurs after a Click-through that directly results in a payment being made to Lushann Web Technologies LLC and/or Netfiliate Advertisers.

"Visitor" means a person connected to the internet and whose internet browser is configured in such a way that the website(s) of the Affiliate are displayed to the Visitor.

"Span" shall mean email sent to users without the user signing up for the newsletter or mailing list. This is also commonly known as 'unsolicited commercial email'.

"Starting Date" shall mean the day uppon which You enroll as a Subscriber to the Service.

3. ADVERTISER REQUIREMENTS

3.1 The Advertiser agrees that their website shall not contain material or content (or links to such content) that:

a. Contains nudity, vulgar or obscene language or is otherwise of a sexual or pornographic nature;
b. Is hateful, derogatory or bigoted based on racial, ethnic, political or sexual grounds;
c. Is defamatory or invades another person's privacy or property rights or is otherwise illegal.
d. Depicts minors engaged in any activity of a sexual nature or may otherwise harm minors.
e. Infringes the trademark rights, copyright or other intellectual property rights of third parties.
f. Violates any applicable local, state, national or international law or regulation.
g. Promotes, is involved in or assists in, the conduct of illegal activity of any kind or promote business opportunities or investments which are not permitted under law.
h. Advertises or offers for sale any goods or services that are unlawful or in breach of any national or international law or regulation.
i. Advertise or offer for sale any goods or services the Advertiser does not have the legal right to sell.

3.2 The Advertiser shall remain solely responsible for the content on their website. Under no circumstances shall Lushann Web Technologies LLC be responsible or liable for the practices of any Affiliate or Advertiser or for the content on any Affiliate’s or Advertiser’s website.

4. PAYOUTS TO AFFILIATES/PAYOUT RATES

4.1 The Advertiser shall be required to nominate to Lushann Web Technologies LLC the payout rate the Advertiser is prepared to pay to the Advertiser’s Affiliates for each Click-through, Lead or Sale ("Payout Rate") that result from a Visitor being referred to the Advertiser’s website(s) by an Affiliate ("Payout Event").

4.2 Lushann Web Technologies LLC will notify all Affiliates of the change in the Advertiser’s Payout Rates. If the Advertiser has established custom Payout Rates or other such arrangements with a particular Affiliate, the Advertiser is responsible for notifying such Affiliates of these changes.

4.3 If the Advertiser agrees to pay the Affiliates for Leads and/or Sales and the Visitor does not complete the transaction on the initial Click-through, the Advertiser will be obligated to pay the agreed Payout Rate for any subsequent Lead or Sale that occurs within 45 calendar days (unless otherwise specified by the Advertiser).

4.4 If a Visitor has clicked on the Advertiser’s link placed on more than one of the Affiliates websites, the Payout will be credited to the Affiliate whose link was most recently clicked on, prior to the relevant Sale or Lead. Lushann Web Technologies LLC’s tracking system shall be the sole and binding record in this regard.

5. REVERSED TRANSACTIONS

5.1 The Advertiser may, or Lushann Web Technologies LLC may on its own initiative, reverse a transaction, deducting the amount of the transaction from the Affiliate who initiated the transaction, in the event of a:

(a) duplicate entry or other clear error;
(b) non-bona fide or fraudulent Click-through, Lead or Sale; or, hereafter referred to as a "Reversed Transaction".

6. INTELLECTUAL PROPERTY RIGHTS AND LICENSES

6.1 The Advertiser hereby grants to Lushann Web Technologies LLC a revocable, non-transferable, royalty free, international license to display on and distribute from the Service, links to the Advertiser’s website(s) and all trademarks, service marks, trade names, and/or copyrighted material of the Advertiser ("Advertiser Content") for the limited purposes of promoting the Advertiser’s website(s) to the Affiliates and potential Affiliates, subject to the terms and conditions of this Agreement and the Netfiliate Affiliate Agreement.

6.2 The above mentioned license shall be sub-licensable by Lushann Web Technologies LLC to the Affiliates that promote the Advertiser's website(s) (“the Advertiser's Affiliates”). The Advertiser's Affiliates may not distribute and/or sublicense the Advertiser's links and/or Content unless with the Advertiser's written permission.

6.3 Lushann Web Technologies LLC and the sub-licensees shall not otherwise copy nor modify, in any way, any icons, buttons, banners, graphics files, or the Content that the Advertiser has made available through Netfiliate pursuant to the foregoing license, except, as necessary to convert the Advertiser’s links to a format compatible with Lushann Web Technologies LLC's software. Lushann Web Technologies LLC and the sub-licensees may not remove or alter any copyright or trademark notices.

6.4 Lushann Web Technologies LLC hereby grants to the Advertiser a revocable, non-transferable, royalty free, international sub-license to display on the Advertiser's website(s), the Advertiser's Affiliates' trademarks, service marks, trade names, and/or copyrighted material of the Advertiser's Affiliates that is provided to the Advertiser through the Service ("the Affiliates Content"), subject to the terms and conditions of this Agreement and the Netfiliate Affiliate Agreement entered into by each of the Advertiser's Affiliate's.

6.5 The Advertiser may not distribute and/or sublicense any of the Advertiser’s Affiliate's content unless authorized by the Affiliate in writing. The Advertiser shall not copy nor modify, in any way, any of the Affiliates Content made available to the Advertiser pursuant to the foregoing license, nor remove or alter any copyright or trademark notices.

6.6 Lushann Web Technologies LLC it hereby grants to the Advertiser, a non-exclusive, non-transferable, non-sub-licensable license to use Netfiliate’s trademarks, service marks, trade names, and/or copyrighted material ("Netfiliate’s Content") solely in connection with the promotion of Netfiliate on and through the Advertiser’s website(s).

7. NO CHALLENGE TO INTELLECTUAL PROPERTY

7.1 Lushann Web Technologies LLC acknowledges that it obtains no property or ownership rights in the Advertiser Content

7.2 The Advertiser acknowledges that the Advertiser obtains no property or ownership rights in Netfiliate's Content, patents and patent applications, and agrees not to challenge Lushann Web Technologies LLC's property or ownership rights in Netfiliate's Content or its patents or patent applications.

7.3 The Advertiser acknowledges that the Advertiser obtains no property or ownership rights in the Affiliates' Content, and agrees not to challenge such Affiliate's property or ownership rights to the Affiliates' Content.

7.4 The licensees/sub-licensees agree that all goodwill arising as a result of the use of the licensor's intellectual property shall inure to the benefit of the licensor, and that all non-licensed /or sublicense Confidential rights in the intellectual property remain with the licensor. Licensees/sub-licensees shall not adopt any names, trademarks, service marks or domain names that are confusingly similar to, or in combination with any of licensor's trade names, trademarks, service marks and/or domain names.

8. TERMINATING LICENSES

8.1 The Advertiser may terminate any license and/or sublicense under this Agreement immediately upon written notice to the licensee/sub-licensee if the Advertiser has reasonable concerns that the licensee/sub-licensee is diluting, tarnishing or blurring the value of the Advertiser’s trademarks, service marks, and/or trade names, and/or breach of the Advertiser’s other intellectual property rights.

8.2 This Agreement may be terminated in whole or part if Lushann Web Technologies LLC has reasonable grounds to believe that the Advertiser is diluting, tarnishing or blurring the value of Netfiliate's trademarks, service marks, and/or trade names, and/or for breach of Lushann Web Technologies LLC's other intellectual property rights.

9. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

9.1 Lushann Web Technologies LLC and the Advertiser acknowledge that during the term of this Agreement, we may each come into the possession of or become acquainted with certain confidential information of the other party.

9.2 The term "Confidential Information" shall mean all information of a private, secret or confidential nature concerning the Advertiser's or Lushann Web Technologies LLC's business, business relationships, or financial affairs, whether or not marked or otherwise designated as "confidential" or with a similar legend indicating its confidential nature. By way of illustration, but not limitation, Confidential Information shall include the inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, source code, financial data, personnel data, computer campaigns, customers and supplier lists, and contacts at or knowledge of customers or prospective customers of The Advertiser or Lushann Web Technologies LLC. The term "Confidential Information" shall not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is already rightfully in the receiving party's possession without restriction prior to its receipt from the disclosing party; (iii) is independently developed or learned by the receiving party; or (iv) is lawfully obtained by the receiving party from a third party that has the right to make such disclosure. Neither The Advertiser nor Lushann Web Technologies LLC shall, directly or indirectly:

(a) disclose Confidential Information to any person or entity other than its employees or professional advisors, and then only in the event that such disclosure is necessary for the fulfillment of such party's obligations hereunder; o

(b) use Confidential Information disclosed by the other party for its own benefit or for the benefit of any other person or entity, except as specifically authorized by the disclosing party.

9.3 With the exception of the Advertiser’s e-mail address, the information that the Advertiser supplies to establish and maintain the Advertiser's Account shall be Confidential Information. The Advertiser shall be responsible for all usage and activity on The Advertiser's Account and for loss, theft or unauthorized disclosure of The Advertiser’s password (other than through Lushann Web Technologies LLC's grossly negligent or willful conduct or omission). The Advertiser shall notify Lushann Web Technologies LLC by email to support@Netfiliate.com immediately upon becoming aware of any known or suspected unauthorized use of The Advertiser’s Account or breach of the security of The Advertiser’s Account.

10. Lushann Web Technologies LLC'S COLLECTION AND USE OF TRANSACTION DATA

10.1 Lushann Web Technologies LLC does not collect any information or data about visitors to the Advertiser's website(s), other than what it receives through the tracking codes included in the Advertiser's links. Lushann Web Technologies LLC reserves the right to utilize this data for statistical purposes and to further enhance the efficiency of the Service. With the visitors permission Lushann Web Technologies LLC may also disclose data concerning a visitors' transaction to the Affiliate that referred the visitor.

11. COLLECTION AND CONFIDENTIALITY OF VISITORS' PERSONAL DATA

11.1 Lushann Web Technologies LLC will not to disclose publicly, other than as required by law, any personal or business information Lushann Web Technologies LLC collects in relation to any visitor to the Advertiser's website(s) that results from a referral from the Advertiser’s Affiliates' website(s), including but not limited to, the visitor's name, e-mail address, phone number, or any other personal information, without the visitor's express permission.

12. LEGAL NOTICES

12.1 All notices required to be sent under this Agreement shall be sent via e-mail:

(a) If to Lushann Web Technologies LLC, to support@netfiliate.com, and,
(b) If to the Advertiser, at the e-mail address listed on the Advertiser’s account details page (as amended from time to time).

12.2 Any notice shall be deemed effective upon the logging by sender's server of confirmation of delivery of the email to the recipients email server.

13. AMENDMENTS TO THIS AGREEMENT

13.1 Lushann Web Technologies LLC reserves the right to modify, alter or amend this Agreement at any time in its absolute discretion. The Advertiser shall be bound by all such amendments immediately upon being giving notice of such amendments in accordance with Clause 18 above.

13.2 Lushann Web Technologies LLC shall provide a notice setting out the amended terms and conditions, by posting a notice on the Service and sending you a notice by email at the address nominated by you when establishing your Account. All such notices shall be deemed to have been validly given upon the logging by Lushann Web Technologies LLC's server of confirmation of delivery of the email to the recipients email server.

13.3 You shall be deemed to have knowledge of, understood and agreed to be bound by the amended terms and conditions by virtue of your continued participation in the Netfiliate and/or use of the Service immediately following the date such notice is validly given.

14. TERMINATION OF AGREEMENT

14.1 Either party may terminate this Agreement if the other party breaches this Agreement and fails to remedy such breach within 7 days of receipt of written notice from the non-breaching party of the existence and nature of the breach.

14.2 Lushann Web Technologies LLC may terminate this Agreement without reason, upon giving 14 days prior written notice to the Advertiser of its intention to do so.

14.3 Lushann Web Technologies LLC may immediately terminate this Agreement and cancel the Advertiser’s Account without notice, if the Advertiser breaches Clause 3, 4, 8, 9, 11, 13 or 16.

14.4 The Advertiser may terminate this Agreement, without reason, upon giving written notice to Lushann Web Technologies LLC. Termination under this Clause 21.4 shall take effect on the 14th day of the month following the month in which such notice is given.

14.5 If this Agreement is terminated by Lushann Web Technologies LLC, the Advertiser shall not be eligible to re-apply to become an Advertiser in Netfiliate without the prior written consent of Lushann Web Technologies LLC and any attempt to do so shall be null and void.

14.8 Upon termination of this Agreement, any license or sublicense granted to the Advertiser or by the Advertiser under this Agreement will terminate, and the licensee/sub-licensee must immediately destroy or delete all physical and electronic copies of the Intellectual Property and the Confidential Information, and cause all links to Lushann Web Technologies LLC to be removed.

14.9 Upon termination of this Agreement, Lushann Web Technologies LLC shall immediately:

(a) Notify all the Advertiser's Affiliates in Netfiliate that the Advertiser’s Account as been cancelled;

(b) Instruct the Advertiser’s Affiliates that all links to the Advertiser’s website be removed.

14.10 No remedy or election shall be exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

15. OBLIGATIONS SHALL SURVIVE

15.1 So far as is applicable, the provisions of this Agreement shall survive the termination of this Agreement.

15. THIRD PARTY DISPUTES

16.1 Should any third party dispute a party's right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on a party's Web site, a party may, immediately upon notice, terminate this Agreement or, in the case of Lushann Web Technologies LLC, deactivate The Advertiser’s Account.

17. RESPONSIBILITY FOR AND MAINTENANCE OF WEBSITES

17.1 Each party will be solely responsible for the development, operation, and maintenance of its website(s) and for all information and materials that appear on its website(s). Such responsibilities include, but are not limited to, ensuring the technical operation of respective Web site and all related equipment; creating and posting content, descriptions, and references on each party's website and linking those descriptions to the website; the accuracy and propriety of materials posted on each party's (including, but not limited to, all product-related materials); ensuring that materials posted on the Service do not violate or infringe upon any trademark, copyright or other intellectual or Confidential rights of any third party and are not libelous, illegal or offensive. Each party will make reasonable commercial efforts to keep its website operational during normal business hours. In the event that there is an interruption in service on the either party's website or a link is not functioning properly, the party's will notify one another immediately and act in a commercially reasonable manner to ensure that services on the each party's Site are resumed within a reasonable time. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other or The Advertiser’s Affiliates liable for any of the consequences of such interruptions.

18. ADVERTISER RESPONSIBILITIES IN RESPECT TO CUSTOMERS REFERRED BY AFFILIATES

18.1 The Advertiser will be solely responsible for processing and fulfilling every order placed by a customer following a referral from a Affiliate, within a reasonable time, including, without limitation, ordering and stocking inventory, shipping orders, cancellations, returns, insuring shipments, and related customer service. The Advertiser shall deliver the products or services to each customer no later than the delivery date promised or otherwise represented to such user, and within a timeframe consistent with the fulfillment and delivery of confirmed orders for the Advertiser’s products and services generally. Any inquires concerning the Advertiser’s Site that may be placed with Lushann Web Technologies LLC may be re-directed to the Advertiser’s customer support services.

19. AUTHORITY AND COMPLIANCE WITH LAWS

19.1 Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance. Each party represents and warrants that the party shall have all appropriate authority and rights to grant the licenses hereunder, and that to the party's knowledge the licenses, and in the case of Lushann Web Technologies LLC, the technology that Lushann Web Technologies LLC utilizes for the Netfiliate does not infringe a third party's (or the other party's) intellectual property rights.

20. LIMITATION OF LIABILITY

20.1 To the maximum extent allowed by applicable law, neither party shall be liable to the other party, or any third party (including but not limited to a claim by an affiliate or advertiser of the Service service), nor any of its members, subsidiaries, affiliates, service providers, licensors, officers, directors, employees or agents shall be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to this advertiser agreement, resulting from the use or the inability to use the campaign, for the cost of procurement of substitute goods and services, resulting from any goods or services purchased or obtained or messages received or transactions entered into through any Lushann Web Technologies LLC web site or the campaign or resulting from unauthorized access to or alteration of the advertisers transmissions or data, including but not limited to, damages for loss of profits, use, data or other intangible, even if such party has been advised of the possibility of such damages. Unless prohibited by law in the advertisers country or jurisdiction, if the advertiser is dissatisfied with Lushann Web Technologies LLC, its services or promotions available through the campaign, the advertisers sole and exclusive remedy is to cancel the advertisers membership. Notwithstanding the foregoing, to the extent permitted by applicable law, our liability to the advertiser or any other party in any circumstance is limited to the total of the amount payable by the advertisers affiliates to the advertiser.

21. DISCLAIMER OF WARRANTIES

21.1 The advertiser expressly agree that use of any Lushann Web Technologies LLC website, the affiliates and the Netfiliate is at the advertiser’s sole risk. The campaign is provided on an "as is" basis. To the maximum extent allowed by applicable law, Lushann Web Technologies LLC expressly disclaims all warranties of any kind, express or implied by law, custom or otherwise, including without limitation any warranty of merchantability, that there are no viruses or other harmful components, that a party's security methods employed will be sufficient, regarding correctness, accuracy, or reliability, satisfactory quality, fitness for a particular purpose, performance, informational content, accuracy, and system integration. there is no warranty against interference with the advertiser enjoyment of the Service or campaign or against infringement. Lushann Web Technologies LLC makes no warranty regarding any goods or services purchased or obtained through any of our web sites or newsletters (including, without limitation, the status of a good or service as "free"), the operation of the contest or any transactions entered into through the foregoing.

22. INDEMNIFICATION

22.1 Each party (indemnitor) shall defend, indemnify and hold harmless the other party (indemnitee), and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all claims, actions, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and investigation costs), or any other liability whatsoever (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses (or actions in respect thereof) arising out of or relating to this advertiser agreement, including without limitation to affiliates, for the indemnitor's breach of this agreement and for claims of product liability and/or malpractice or misfeasance in the performance of services ("claims"). Should any claim give rise to a duty of indemnification under the provisions of this agreement, then the indemnitee shall promptly notify the indemnitor, and the indemnitee shall be entitled, at its own expense, and upon reasonable notice to the indemnitor, to participate in, control of the defence, compromise and to defend such claim. The indemnitor may not settle any claim without the consent of the indemnitee, except upon terms and conditions offered or consented to by the indemnitee, which consent shall not be unreasonably withheld. Neither participation nor control in the defence shall waive or reduce any obligations to indemnify or hold harmless.

23. HEADINGS AND REFERENCES

23.1 Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. The content in other Web sites specifically referenced in this Agreement, such as URLs, is incorporated by this reference as though fully stated in this Agreement.

24. RELATIONSHIPS OF PARTIES/THIRD PARTY RIGHTS

24.1 The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.

25. FORCE MAJEURE

25.1 Neither party will be in default or otherwise liable for any delay or failure in its performance under this Advertiser Agreement where such delay or failure arises by reason of an Act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, power or system failures, failure of the Internet, computer hacking, or other causes beyond the reasonable control of such party.

26. GOVERNING LAW AND OTHER TERMS

26.1 This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Vriginia. You hereby submit to the non-exclusive jurisdiction of the courts of Queensland, Australia and all appelate courts.

27. SEVERABILITY

27.1 If any provision of this Agreement is found to be unenforceable it shall be severed from this agreement and the remainder will remain in full force and effect.

28. ASSIGNMENT

28.1 This Agreement and the rights and obligations under it are personal to you. You may not transfer, delegate, or assign this Agreement.

29. ENTIRE AGREEMENT

29.1 This Agreement constitutes the entire agreement between You and Lushann Web Technologies LLC in connection with the Service and supersedes all prior agreements between the parties regarding the subject matter contained herein.

30. WAIVER

30.1 The waiver or failure of any party to exercise any rights under this Contract shall not be deemed a waiver or other limitation of any other right or any future right.

31. COMPLIANCE CHECKS

31.1 Lushann Web Technologies LLC reserves the right to periodically monitor the Advertiser's use of Netfiliate and Site at any time without notice for the purpose of determining compliance with this Agreement and may randomly request that an Affiliate provide all reasonable and necessary information required by Lushann Web Technologies LLC to determine such compliance.

31.2 Lushann Web Technologies LLC uses advanced anti-fraud systemse. Affiliates applying to join Netfiliate with the intent of generating fraudulent click-throughs should be advised that the system will detect and document all fraudulent activity. Fraud may result in non-payment, removal from Netfiliate, and/or legal action.