GENERAL TERMS AND CONDITIONS for Affiliates of PrimeQ Interactive Advertising.

Set forth below are the general terms and conditions, which apply to any, opt in registrant leads you, the Affiliate, generate for PrimeQ Solutions, Inc. dba PrimeQ Interactive Advertising. (“PrimeQ Interactive Advertising”) and which TrafficSystem purchases from you. Any Lead Insertion Order you sign in connection with the generation of opt in registrant leads and subsequent sale to TrafficSystem specifically references these General Terms and Conditions and incorporates them by reference. As a material inducement for TrafficSystem to accept an Insertion Order from you, you, as the Affiliate, agree to read and be bound by these General Terms and Conditions when you sign a Lead Insertion Order with TrafficSystem. Please also understand that TrafficSystem is also bound by these terms and conditions.

1. Certain Definitions. You are sometimes referred to as “you”,“your”, the “Affiliate” or “Affiliate’s”. We are sometimes referred to as “TrafficSystem”, “we”, “our”, or” TrafficSystem’s.” The term “Agreement” means these General Terms and Conditions and any Lead Insertion Order signed by you in connection with the sale of opt in registrant leads to TrafficSystem by you. The term “party” means you and/or us, as the case may be.
2. Services. Affiliate will help generate leads/sales for TrafficSystem and TrafficSystem’s partners. All leads/sales will be purchased by a mutually signed Insertion Order. Each Insertion Order shall contain information concerning but not limited to advertisements, price per opt in registrant, payment terms, opt in registrant criteria, and other relevant specifications. TrafficSystem may choose to accept an Insertion Order in its sole discretion.
3. Term/Termination. This Agreement shall last for one year from the date of this Agreement except as provided otherwise. This Agreement shall renew automatically for additional one year terms until terminated by either party, by written notice at least thirty calendar days prior to expiration of such initial term or any renewal term. Affiliate may terminate this Agreement with or without cause following seven-calendar days prior written notice to TrafficSystem. TrafficSystem may terminate this Agreement with or without cause following 1 calendar day’s prior written notice to Affiliate.
4. Obligations of Affiliate. During the term of this Agreement, Affiliate shall be responsible for the development, operation, and maintenance of its opt in generation mechanisms and for all materials that appear therein, including, without limitation ensuring that materials posted on, or incorporated into, any marketing material / campaign and / or content supplied by Affiliate, do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, trade secrets, privacy or other personal or proprietary rights).
5. Obligations of TrafficSystem. During the term of this Agreement, TrafficSystem shall (a) ensure that any materials provided by TrafficSystem for use by Affiliate in the generation of leads/salesfor TrafficSystem does not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, trade secrets, privacy or other personal or proprietary rights); and (b) pay Affiliate for all valid leads/sales delivered in each billing period, as specified in any relevant Insertion Order, within thirty calendar days of the end of such billing period.
6. Representations / Warranties / Covenants / Compliance with Laws. TrafficSystem and Affiliate each represent and warrant that they are authorized to execute this Agreement and to perform their respective obligations hereunder. Both parties warrant, represent, and covenant that they are currently and will in the future comply with all applicable laws, regulations, rules, ordinances and orders regarding their activities related to this Agreement including but not limited to laws on the use of the internet, spamming, telemarketing do not call lists, and any “terms of use" provisions of all applicable internet service providers with whom they do business. As a material inducement for TrafficSystem to enter into this Agreement and upon which TrafficSystem is relying, Affiliate hereby covenants that all opt in registrants and/or leads it delivers to TrafficSystem in connection with this Agreement and any lead insertion order signed in connection herewith shall have given Affiliate their written permission for Affiliate, or its designated agents (such as TrafficSystem), to contact them either by email or telephone as to products and services mentioned during the initial opt in registration process with Affiliate or similar products and services
7. License. To the extent required hereunder, TrafficSystem and Affiliate grant to each other a limited, non-exclusive, revocable license to utilize and display the other’s trademarks and copyrighted materials for the purpose of carrying out their respective obligations hereunder. Other than the foregoing, neither party will use the other’s trade name, trademarks, logos or email materials in any public announcement regarding any matter, including, without limitation, the existence or content of this Agreement without the other’s prior written approval.
8. Relationship of the Parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, employee/employer or franchisor/franchisee relationship is intended or created by this Agreement. Neither party, its agents or employees shall be deemed or act as agents or representatives of the other party for any purpose, except as set forth in this Agreement, and cannot bind the other party to any agreement, either express or implied.
9. Indemnities. Affiliate shall defend, indemnify, and hold harmless TrafficSystem against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which TrafficSystem may incur as a result of claims in any form by third parties (including any governmental or regulatory body or agency) arising out of or relating to this Agreement or any material breach hereunder. For purposes of this paragraph, TrafficSystem shall be deemed to include its officers, directors, shareholders, employees, agents, and representatives.
10. Non-Disclosure / Confidential Information. For purposes of this Agreement, Confidential Information shall include, without limitation, Affiliate and TrafficSystem’s customer lists, marketing strategies, methods of obtaining new customers, non-public financial and commercial information and other "trade secrets". Both parties shall hold and maintain the Confidential Information in strictest confidence and in trust for both parties’ sole and exclusive benefit. TrafficSystem and Affiliate shall not, without prior written approval, directly or indirectly, use, publish or disclose to others, for either parties’ benefit, or to the detriment of either party, any of the Confidential Information. Both parties shall take all necessary action to protect the confidentiality of the Confidential Information and only disclose it to those of its officers, directors, and employees who clearly need such access in order to fulfill any obligations hereunder. Each party agrees to indemnify the other party against any and all losses, damages, claims, or expenses (including attorney's fees) incurred or suffered by the other party as a result of TrafficSystem’s or Affiliate’s breach of this section. Either parties’ obligation to not disclose the other parties’ Confidential Information shall continue in full force and effect until two (2) years after Affiliate and TrafficSystem cease to do business, except that Affiliate’s or TrafficSystem’s described obligations shall not extend to any of the Confidential Information that Affiliate or TrafficSystem can demonstrate was in the public domain on the date of this Agreement. Both parties shall return all Confidential information to the other party immediately upon termination of this Agreement. Not withstanding anything to the contrary contained herein, both parties understand and acknowledge that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Advertiser or TrafficSystem irreparable harm, the amount of which may be difficult to ascertain and, therefore, agree that Advertiser or TrafficSystem may apply to a court of competent jurisdiction in Orange County, California for injunctive relief. Such right of Affiliate or TrafficSystem to immediate injunctive relief is to be in addition to the remedies otherwise available to Affiliate or TrafficSystem hereunder.
11. Force Majeure. Neither TrafficSystem or Affiliate will be liable to the other for any delay or failure to perform hereunder that is due to causes beyond the control of said party including but not limited to internet disruptions, communication systems disruptions, government restrictions, labor strikes, war, sabotage, terrorism, flood, earthquake, fire, other natural disasters, or any other event beyond the reasonable control of such party.
12. Governing Law / Dispute Resolution / Arbitration / Fees. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California, regardless of the choice of law or conflict of laws of that jurisdiction. Jurisdiction in any action or proceeding hereunder shall be exclusively in Orange County, California, and each party hereby submits to the personal jurisdiction and venue of the federal or state courts in Orange County, California. Furthermore, each party agrees to the exclusive, binding dispute resolution procedures set forth in this Section. The parties agree that any controversy arising out of this Agreement and involving a claim of more than $5,000, exclusive of costs or attorney's fees, shall be settled by binding arbitration at Newport Beach, California, in accordance with the rules of the American Arbitration Association, and as described in this Section. The parties shall submit all disputes relating to this Agreement (whether contract, tort, or both) to binding arbitration, in accordance with California Code of Civil Procedure sections 1280 through 1294.2. Either party may enforce the award of the arbitrator under Section 1285 of the Code. The parties understand that they are waiving their rights to a jury trial. The party demanding arbitration shall submit a written claim to the other party, setting out the basis of the claim and proposing the name of an arbitrator. The responding party shall have ten (10) business days in which to respond to this demand in a written answer. If this response is not timely made, or if the responding party agrees with the person proposed as the arbitrator, then the person named by the demanding party shall serve as the arbitrator. If the responding party submits a written answer rejecting the proposed arbitrator then, unless the parties agree on an arbitrator, on the request of either party, the American Arbitration Association shall select an arbitrator. The arbitration shall take place in Newport Beach, California, at a time and place selected by the arbitrator. Any controversy or claim relating to this Agreement (whether contract, tort, or both), or the breach of this Agreement shall be arbitrated by and in accordance with the then existing commercial arbitration rules of the American Arbitration Association at its offices in Orange County, California. Each party shall be responsible for its own costs of arbitration. At the conclusion of arbitration, the arbitrator shall award the prevailing party its expenses and fees of arbitration, including reasonable attorney fees and witness fees, in such proportion as the arbitrator decides. To the maximum extent possible, the parties desire that any arbitration under this Agreement be consolidated with any arbitration proceeding in which related issues are being resolved (all to be consolidated in Orange County, California). The parties shall take all action necessary or desirable to achieve consolidation. The parties agree that an arbitrator shall be deemed qualified to serve hereunder only if the arbitrator is a retired judge who served as a state or federal judge for more than ten (10) years and has relevant experience in business law matters. Discovery shall be available under AAA's rules. Any controversy hereunder involving a claim of $5,000 or less, exclusive of costs or attorneys fees shall be submitted to the appropriate court(s) in Orange County, California.
13. Third Party Beneficiaries. No person who is not a party to this Agreement shall have or acquire any rights by reason of this Agreement nor shall any party hereto have any obligation or liability whatsoever to any such person by reason of this Agreement.
14. Assignment / Successors / Assigns. Neither party may assign its rights or delegate its duties under this Agreement without the prior written approval of the other party which consent shall not be unreasonably withheld. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and assigns.
15. Entire Agreement / Miscellaneous. This Agreement sets forth the entire and exclusive understanding and agreement, and supersedes any prior or contemporaneous agreement or understanding (oral or written), between TrafficSystem and Affiliate with respect to the subject matter hereof. In agreeing to these General Terms and Conditions, each party has had such independent advice and counsel of its attorneys and advisors as it has deemed necessary, in language such party understands, with respect to the advisability of agreeing to these General terms and Conditions, and each party has so agreed willingly, without fraud, duress or undue influence. This Agreement shall control over any conflicting provisions of any Lead Insertion Order. Either party's failure to act with respect to a breach by the other party or others does not waive its right to act with respect to subsequent or similar breaches. All notices under or relating to this Agreement shall be sent by email, facsimile or other instantaneous written communication, with a confirming copy sent by hand delivery, or overnight courier service. All notices shall be sent to the persons or addresses identified in any Lead Insertion Order signed in connection herewith. Any notice that cannot for any reason be sent by instantaneous communication may be hand delivered. The date of notice shall be the date that the notice is sent.
16. AMENDMENTS. TRAFFICSYSTEM MAY AT ANYTIME, IN ITS SOLE DISCRETION, REVISE THESE GENERL TERMS AND CONDITIONS UPDATING THEM ON THIS WEB SITE. YOU ARE BOUND BY ANY SUCH CHANGES AS OF THE DATE SUCH CHANGES ARE POSTED ON A GOING FORWARD BASIS. YOU AGREE TO PERIODICALLY VISIT THIS WEB SITE TO REVIEW THE THEN CURRENT GENERAL TERMS AND CONDITIONS.
17. Non Circumvent. Affiliate acknowledges that TrafficSystem shall provide certain TrafficSystem client information to Affiliate when TrafficSystem provides Affiliate with the requisite information with which Affiliate can then solicit opt in registrants for TrafficSystem. As a material inducement for TrafficSystem to enter into this Agreement and any lead insertion order in connection herewith, Affiliate hereby agrees that, during the term of this Agreement and for a period of two years after this Agreement is terminated, Affiliate shall not attempt to do business directly or indirectly with such TrafficSystem clients nor shall Affiliate do business directly or indirectly with such TrafficSystem clients. Not withstanding anything to the contrary contained herein, both parties understand and acknowledge that any breach of this promise by Affiliate may cause TrafficSystem irreparable harm, the amount of which may be difficult to ascertain and, therefore, agree that TrafficSystem may apply to a court of competent jurisdiction in Orange County, California for injunctive relief. Such right of TrafficSystem to immediate injunctive relief is to be in addition to the remedies otherwise available to TrafficSystem hereunder.
18. Compliance with CAN SPAM ACT
    Affiliate will fully comply with all requirements of the CAN SPAM ACT in every email it drops containing offers from the TrafficSystem network.
    Without limiting the generality of this compliance requirement, Affiliates are specifically advised of the following:
    1. Email shall not contain a false or misleading domain name in the senders address or anywhere else in the message header. All domain names used in message headers must be properly registered by the Affiliate with accurate contact information used in the registration.
    2. Email shall not contain a non functioning IP address. All IP addresses used in connection with sending email containing an offer from the TrafficSystem Network must be valid and must be under the ownership/control of the sending party.
    3. Email shall not contain a falsified or deceptive subject line. Every subject line must have a substantive relationship to the content of the email. Any attempt to make an email appear as if it was in reply to a previous email or an email forwarded to the recipient by someone else is strictly prohibited.
    4. Email shall not contain a false or deceptive alias or “from line”. The from line must have a substantive relationship to the sender or the content of the email. Use of from lines containing the name of any individual not directly employed by the Affiliate is prohibited without the express written consent of TrafficSystem.
    5. Every email shall contain a valid physical address of the Affiliate sending the email. A post office box address is insufficient to comply with this requirement.
    6. Every email shall contain a functioning return electronic mail address or other Internet-based mechanism, clearly and conspicuously displayed, that--
       1. a recipient may use to submit, in a manner specified in the message, a reply electronic mail message or other form of Internet-based communication requesting not to receive future commercial electronic mail messages from that sender at the electronic mail address where the message was received; and
       2. remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message.
    7. Affiliate warrants that it honors unsubscribe/opt out requests within 5 days of original receipt.
    8. Email shall only be delivered to person’s who have provided prior affirmative consent to receive commercial email messages from the Affiliate. Use of harvested or culled data is strictly prohibited.
    9. To the extent that Affiliate uses any affiliate or other third party to deliver email containing commercial offers provided by TrafficSystem, Affiliate warrants that said affiliate or third party will act in full compliance with the CAN SPAM ACT and all other TrafficSystem Terms and Conditions.
    10. Affiliate agrees to fully indemnify and defend TrafficSystem against any claim brought against it for any violation of the CAN SPAM ACT that is the result of an email delivered by Affiliate or any affiliate or third party acting on behalf of Affiliate.
    11. In the event that TrafficSystem determines in its sole discretion that Affiliate has violated any provision of the CAN SPAM ACT or any other part of the TrafficSystem terms and conditions, TrafficSystem will terminate Affiliate’s account status immediately and without pay for all outstanding campaigns. In the event that TrafficSystem takes such action, Affiliate may obtain a written explanation of the reasons behind the cancellation if explanation is requested from TrafficSystem within 48 hours of notification of cancellation. Explanation shall be provided within 5 business days.