Livesearching Affiliate Program Agreement

1. Agreement

By completing and submitting the affiliate registration form, you are entering into a legal agreement with Livesearching (www.livesearching.com), which contains all of the terms and conditions below and governs your participation in the Livesearching Affiliate Program.

2. Definitions

"Click-through" means when (i) a user of Your Site either clicks on a Link or Search box which leads the user to the Livesearching web site.

"Link" means a URL hyper linked to text, Search box, or a graphic, on Your Site.

"Search box" means a URL hyper linked to text, Search box, or a graphic, on Your Site.

"Your Site" means the web site maintained by you indicated on your application form under "URL of Site".

3. Enrollment

3.1 To begin the enrollment process, you must submit a completed Affiliate Program application via the Livesearching web site at http://www.livesearching.com/affiliate.php. Livesearching will evaluate your application and will notify you promptly regarding acceptance or rejection of your application. Livesearching accepting applications from all countries. Your site should be in English. Livesearching may reject your application if it determines (in its sole discretion) that Your Site is unsuitable for the Affiliate Program for any reason.

3.2 By submitting the Livesearching Affiliate Program application form, you represent that you have the right to enter into this Agreement and to perform your obligations under it and that you have read this Agreement, you understand it and you agree to all of its terms and conditions. In addition, you acknowledge that you have evaluated independently the desirability of participating in the Livesearching Affiliate Program and are not relying on any guarantee or statement other than as contained in this Agreement.

3.3 You must be at least 18 years of age in order to qualify and participate in the Livesearching Affiliate Program.

4. Rights and Responsibilities

4.1 Livesearching will provide to you (i) Search boxs and (ii) graphical and textual Links that will enable users of Your Site to click through to the Livesearching web site(s).

4.2 Livesearching don't provide our XML feed for others pay per click search engines with advertising part.

5. Your Rights and Responsibilities

5.1 You are, and during the Term will remain, solely responsible for the development, maintenance and operation of Your Site and for all materials and content that appear on Your Site. You will defend and indemnify Livesearching from and against any and all third party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) arising out of the operation of Your Site, including but not limited to the content of Your Site.

5.2 You will select the Search boxs and/or Links you wish to display provided by Livesearching and will place the selected Search boxs and/or Links on Your Site and enable users of Your Site click on the Links. You may display the Search boxs and/or Links you select on as many pages of Your Site as you wish.

5.3 You will display the Search boxs and Links on Your Site in the form, manner and presentation described in the Usage Guidelines attached as Exhibit A to this Agreement and in accordance with such additional instructions as Livesearching may provide to you from time to time ("Usage Instructions"). You understand that Livesearching may modify the Usage Guidelines and Usage Instructions at any time. You will not reformat or otherwise change the Search boxs and/or Links without the prior written consent of Livesearching. You will not be entitled to a commission for Click-throughs of reformatted Search boxs and/or Links, which have not been approved in advance in writing by Livesearching.

5.4 You will not solicit any Livesearching advertiser or client including advertisers within the Livesearching service, without the prior written approval of Livesearching. You will not create, publish, or distribute any item that references Livesearching without first submitting such item to Livesearching and receiving Livesearching's prior written consent.

6. License

6.1 Livesearching hereby grants to you, during the Term and subject to the terms and conditions of this Agreement, a non-exclusive, nontransferable, non-assignable, royalty-free license to place Search boxs and Links solely on Your Site in connection with the exercise of your rights under this Agreement. You acknowledge and agree that Livesearching and/or its licensers own exclusively all right, title and interest in the Search boxs, Links and that you have no rights in the Search boxs, Links other than in connection with the limited license granted herein.

6.2 You recognize that there is a great value to Livesearching in the Search boxs, the Links and goodwill associated therewith and that all uses by you of the Search boxs, the Links and shall inure to the benefit of Livesearching. You shall not, during the Term or thereafter, directly or indirectly, assert any interest or property rights in the Search boxs, the Links or contest the validity of Livesearching exclusive ownership of them. You shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any word or mark confusingly similar to any of them in any jurisdiction.

6.3 Your use of the Search boxs, Links is subject to Livesearching Usage Guidelines, which are attached as Exhibit A to this Agreement. You will not use the Search boxs or Links in a manner that disparages Livesearching or its products or services, including the Livesearching web site(s). You will not portray Livesearching or its products or services, in a false, competitively adverse or poor light. You will comply with Livesearching requests as to the use of Search boxs and Links and will avoid taking any action that diminishes the value of Livesearching products or services.

7. Commissions; Reporting

7.1 Livesearching will pay you a percentage of the amount collected by Livesearching in connection with each click to a paid Livesearching listing from a Livesearching Affiliate Search box advertisement or Livesearching Affiliate Link. Percantage will be defined on signup and possibly changed at a later time depends of next agreements. You acknowledge and agree that Livesearching will pay a commission only on valid Click-throughs that meet the definition above of a "Click-through", and not on any fraudulent Click-throughs or any Click-throughs from improper use of the Search box or Links. Livesearching shall have the right, in its sole discretion, to determine whether Click-throughs are fraudulent or derived from improper use of the Search boxs or Links. Livesearching shall not be required to make any payments to you in connection with this Agreement other than the commissions on Click-throughs.

7.2 Livesearching will pay you your commissions (less any taxes that Livesearching is required to withhold) within one (1) days following the end of each billing period for which such commissions are generated. If commissions earned during any pay period are less than $50, then Livesearching, in its sole discretion, may hold those commissions until the month in which the total amount due is at least $50 or (if earlier) until this Agreement is terminated. Payment fee for wire - 25$ (if you do more 3.000$ - wire is free!!!)

7.4 Billing period starts 1st of the month till 15th of the month and 16th of month till the last day of month.

7.5 Livesearching will allow you to obtain a password and to enter an area within the Livesearching web site(s) or another password-protected site solely to access information regarding Click-throughs from Your Site to the Livesearching web site(s).

7.6 Livesearching pay for searches from any countries, excepted the following IPs: 61.*.*.*; 202.*.*.*; 203.*.*.*; 210.*.*.*; 211.*.*.*; 218.*.*.*; 219.*.*.*; 220.*.*.*

8. Term and Termination

The term of this Agreement (the "Term") will begin on the date Livesearching accepts your completed Affiliate Program application and will continue in full force and effect until terminated pursuant to this paragraph. Either party shall have the right, in its sole discretion for any reason whatsoever, to terminate this Agreement at any time by giving written the other party 5 days notice; provided, however, that Livesearching can terminate this Agent immediately in the event it deems the content on Your Site objectionable or if Livesearching becomes aware that you are or you have used any automated means to generate additional click-throughs, including, but not limited to a script, macro, or any programmed robot or agent. Upon termination by either party, the license set forth in paragraph 6.1 shall automatically terminate, and within 24 hours after termination, you will remove the Search boxs, Links from Your Site and will destroy or erase from your computer memory any items containing the Search boxs, Links. Paragraphs 5.1, 6.2, 8, 9, 10 and 11 will survive the termination or expiration of this Agreement. In addition, you will be entitled to no additional commissions for click-throughs generated by Your Site after the effective date of the termination of this agreement.

9. Indemnification; Disclaimers, Limitations and Reservations

9.1 You will defend and indemnify Livesearching from and against any and all third party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) arising out of the operation of Your Site. If Livesearching seeks indemnification from you under this paragraph 9.1, Livesearching will (a) give you prompt written notice of the claim; (b) permit you to control the defense and settlement of the claim, however no settlement may be entered into by you which would adversely affect Livesearching, without Livesearching prior written approval and (c) cooperate with you in connection with the defense and settlement of the claim. Livesearching may (at its own cost) participate in the defense and settlement of the claim.

9.2 Subject to the limitation on Livesearching liability in paragraph 9.4, Livesearching will defend and indemnify you from and against any and all third party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) arising out of the operation of the Livesearching web site(s).. If you seek indemnification from Livesearching under this paragraph 9.2, you will (i) give Livesearching prompt written notice of the claim, (ii) permit Livesearching to control the defense and settlement of the claim and (iii) cooperate with Livesearching in connection with the defense and settlement of the claim. You may (at your own cost) participate in the defense and settlement of the claim.

9.3 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, LIVESEARCHING DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES REGARDING THE Livesearching AFFILIATE PROGRAM, THE Search boxS AND LINKS, AND ANY SERVICES AND PRODUCTS AVAILABLE ON OR THROUGH THE Livesearching WEB SITE(S), INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ABOUT SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF COMMISSIONS THAT YOU MAY RECEIVE DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT YOU MIGHT OBTAIN THROUGH YOUR PARTICIPATION IN THE Livesearching AFFILIATE PROGRAM.

9.4 LIVESEARCHING WILL NOT BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR MULTIPLE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT OR THE Livesearching AFFILIATE PROGRAM EVEN IF LIVESEARCHING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIVESEARCHING ENTIRE LIABILITY TO YOU ARISING FROM THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY), INCLUDING WITHOUT LIMITATION PURSUANT TO THE INDEMNIFICATION PROVISION CONTAINED IN PARAGRAPH 9.1, WILL NOT EXCEED THE AMOUNTS ACTUALLY EARNED BY YOU AND NOT PREVIOUSLY PAID TO YOU UNDER PARAGRAPH 7.

10. Confidentiality

During the Term, you may have access to certain nonpublic information of Livesearching which a reasonable person would consider confidential or which Livesearching has indicated as "confidential" or "proprietary" ("Confidential Information"). Confidential Information does not include information that is generally known and available to the general public through no fault of yours. You agree (i) to hold in confidence, and not disclose, any Confidential Information to any third party; (ii) not to use any Confidential Information for any purpose except performing your obligations under this Agreement; and (iii) to use reasonable measures to keep Confidential Information confidential. These obligations shall continue for three (10) years following termination of this Agreement.

11. Miscellaneous

11.1 Livesearching may modify any of the terms and conditions contained in this Agreement. About will attempt to notify you via e-mail of any such modification and will post a change notice on the Livesearching web site(s) and on the site from which you retrieve the information regarding Click-throughs. If a modification is unacceptable, you may terminate this Agreement by giving notice as provided in paragraph 8. If you do not give Livesearching notice within a reasonable time and continue to display the Search boxs and/or Links on Your Site, then you will be deemed to have accepted the modifications.

11.2 The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee, agent or representative of the other, and neither party will have the right or authority to create any obligation or responsibility on the other's behalf.

11.3 Neither Livesearching nor you will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.

11.4 You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Livesearching.

11.5 Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail: if to you, to you at the e-mail address provided in your Affiliate Program application form; and if to Livesearching, to Livesearching at support@livesearching.com.

11.6 The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

11.7 This Agreement, Exhibit A, the Usage Instructions and the Livesearching Affiliate Program application form represent the entire agreement between the parties with respect to the Livesearching Affiliate Program and may be modified only by a written instrument signed by both parties. If any provision of this Agreement is held to be invalid, such invalidity will not effect the remaining provisions. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the United States of America, without reference to its choice of law rules. Each party agrees that any and all actions brought to enforce this Agreement or resolve any dispute arising out of this Agreement shall be brought solely in the federal or state courts having jurisdiction in Santa USA, and each party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts.

Exhibit A - About Usage Guidelines

1. You may use the Search boxs and Links solely for the purpose authorized herein by Livesearching and only in compliance with the specifications, directions, information and standards supplied by Livesearching and modified by Livesearching from time to time.

2. You agree to: comply with any requirements established by Livesearching concerning the style, design, display and use of the Search boxs and Links; use correctly the trademark symbol ™ or registration symbol O with each use of the Livesearching Marks as part of the Search boxs and Links as instructed by Livesearching; and use the registration symbol ® upon receiving notice from Livesearching of registration of any Livesearching Marks that are part of the Search boxs or Links.

3. You may not use or alter the Search boxs or Links in any manner that may dilute, diminish, or otherwise damage Livesearching rights and goodwill in any Livesearching Marks that are part of the Search boxs.

4. You may not use the Search boxs or Links in any manner that implies sponsorship or endorsement by Livesearching of services and products other than those provided by Livesearching.