All clients (hereinafter "Client" or "you") enrolled in the Winbuyer Widget Program are completely bound by the terms and conditions set forth in this Terms and Conditions Agreement ("Agreement"). Winbuyer Corporation (hereinafter "Winbuyer") reserves the right to terminate the agreement and/or withhold payment from any Client that violates this Agreement.

1. Program Participation. Participation in the Program is subject to Winbuyer prior approval. Winbuyer reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age and agree that Winbuyer may serve third party content in connection with the Web site(s) that You designate and the Atom, RSS, or other feeds distributed through such Web site(s) (each such Web site or feed, a "Site"). For the avoidance of doubt, any reference in this Agreement or the Program Policies to an individual "Web page", "Web site", "Web site page" or the like that is part of the Site will also mean feeds distributed through such Web site. Multiple accounts held by the same individual or entity are subject to immediate termination unless expressly authorized in writing by Winbuyer (including by electronic mail).
2. Program Participation. Participation in the Program is subject to Client's continued compliance with the Program Policies which are set forth on Exhibit A attached hereto and made a part hereof and are incorporated by reference herein, or such other Program Policies (whether provided via a URL or otherwise) as Winbuyer may provide or make available to Client from time to time.
3. Widget Placement. Client agrees to comply with the technical specifications provided by Winbuyer and the Placement Requirements set forth below to ensure proper display of the Widget on the Site.
4. Prohibited Uses. Client shall not, and shall not authorize or encourage any third party to: (i) generate fraudulent impressions of or fraudulent clicks on any Paid Listing, including but not limited to repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ii) edit, modify, filter or change the order of the information contained in any Paid Listing or Widget, or remove, obscure or minimize any Paid Listing or Widget in any way; (iii) frame any Web page accessed by an end user after clicking on any part of a Paid Listing link ("Advertiser Page"); (iv) redirect an end user away from the Advertiser Page, provide a version of the Advertiser Page different from the page an end user would access by going directly to the Advertiser Page or intersperse any content between the Paid Listing and the Advertiser Page; (v) display any Paid Listing on any error page, registration or "thank you" page (e.g. a page that thanks a user after he/she has registered with the applicable Web site), or in any email or on any Web page or any Web site that contains any pornographic, hate-related or violent or illegal content ; or (vi) act in any way that violates any Program Policies posted on the Winbuyer Widget Web Site, as may be revised from time to time. Violation of any of the foregoing may result in immediate termination of this Agreement and Client's participation in the Winbuyer Widget program; (vii) disclose information related to the click through rates, CPCs and other statistics.
5. Client's Obligations. Upon execution of this Agreement Client agrees to:
1. test the functionality and appearance of, and assist Winbuyer in verifying the functionality and appearance of, the Widget, test the links to the Paid Listings and ensure that users gain timely access to the Paid Listings. However, Client shall not perform any testing or initiate any click-through in an automated fashion that is not initiated by an end user of the Site.
2. Not use any portion of the Paid Listings for any purpose other than displaying Paid Listings on the Site in the form designated by Winbuyer in response to a particular User Query.
3. Not intentionally post misleading information with regard to the Paid Listings or directly or indirectly encourage or require users to access the Paid Listings or to otherwise generate click-through through any means which could be interpreted as coercive, misleading, malicious or otherwise fraudulent.
4. Display the Paid Listings in the order, manner and format received from Winbuyer and not to alter either the Paid Listings or the any licensed marks appearing in the Paid Listings except as previously agreed to in writing by both parties.
5. Not collect trends or data or information from the Paid Listings without prior written consent for Winbuyer.
6. Not disclose proprietary information about Winbuyer and/or its Paid Listings Providers, including URLs and parameters used to access Paid Listings. Any affiliates of the Client must access Paid Listings through the Client and not directly through Winbuyer
7. Make reasonable efforts to stop "bots" or "spiders" from initiating requests for Paid Listings or executing click-through on Paid Listings. Additionally, if Winbuyer informs Client of the IP addresses of agents, affiliates, networks of computers, or other third parties that appear to be using "bots" or "spiders", Client shall use reasonable efforts to block such IP addresses from accessing the Paid Listings service. Client shall notify Company as soon as practicable in the case where a "boot," "spider," "network," or User cannot be stopped from performing repeated searches or click-through on the Paid Listings service or results, and shall not object if Winbuyer blocks such IP addresses on its own. A "boot" or "spider" shall be defined as a software program that executes searches or click-through that were not initiated by unique Users of the Client's website or service. A "network" is any group of computers connected to the Internet.
8. Not utilize any means which would inhibit the user's internet browser from passing the referring URL to Winbuyer Widget Paid Listing's service
6. Payments and Reporting.
1. For each month or portion thereof in which you participate in the Winbuyer Widget Program, Winbuyer will make a payment to you based upon the revenue generated via the Paid Listings on your Site, as determined by Winbuyer ("Publisher Payment"). You will have access to an online reporting tool to view activity generated by Widgets from your Site.
2. Winbuyer will pay Publisher Payment for the previous month's activity within Sixty (60) days of the end of each month, subject to a monthly minimum of U.S. $50.00
3. We reserve the right to withhold payment to you in the event of any suspected or actual violation of this Agreement or part thereof, or other policy or guideline established by Winbuyer in connection with the Winbuyer Widget Program. You agree to forfeit and/or have offset any payments made which are determined by Winbuyer to have been generated by you or from your Site in violation of this Agreement or other policy or guideline established by Winbuyer in connection with the Winbuyer Widget Program.
4. Any questions or claims regarding any charges or payments must be raised with us in writing within sixty (60) days after the date of such charges or payments, or else the charges or payments will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the applicable charges or payments. Payment shall be calculated solely based on records maintained by Winbuyer. The acceptance of any payment by you due hereunder shall be deemed the accord and satisfaction of such payment and you waive any right to claim any additional amount beyond the amount you were paid for that payment.
7. Termination; Cancellation. Subject to any third party agreements you may have with other Winbuyer customers (e.g., Your Web hosting company), You may stop displaying the widget on any Site in the Program with or without cause at any time by removing the Winbuyer Widget JavaScript or similar programming from Your Sites. Winbuyer may at any time without notice, in its sole discretion terminate this Agreement, or suspend or terminate the participation of any Site under this Agreement for any reason whatsoever, with or without cause. In addition, Winbuyer reserves the right to terminate this Agreement or cancel participation in the Program of any Site without notice where such Site has not generated any clicks on Paid Listings (as measured by Winbuyer) for a period of two (2) months.
8. Confidentiality. You agree not to disclose Winbuyer Confidential Information without Winbuyer prior written consent. "Winbuyer Confidential Information" includes without limitation: (a) all Winbuyer software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other statistics relating to Site performance in the Program provided to You by Winbuyer; and (c) any other information designated in writing by Winbuyer as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of Winbuyer’s gross payments to You pursuant to the Program. Winbuyer Confidential Information does not include information that has become publicly known through no breach by You or Winbuyer, or information that has been (i) independently developed without access to Winbuyer Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
9. No Guarantee. Winbuyer makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Client under this Agreement.
10. No Warranty. Winbuyer MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.