Terms and Conditions

The terms of this Agreement and all operating rules published over the Service constitute the entire agreement (collectively the "Agreement") between PRODÉGÉ, LLC (“PRODÉGÉ”) and you ("Subscriber") with respect to the Service. By clicking the "Accept" button at the end of this Agreement, you agree to be bound by the terms of the Agreement.

1. PRODÉGÉ may change the terms of the Agreement including, without limitation, the fees for the Service or for any information products on the Service at any time upon notice published over the Service. You may review the Agreement applicable to your then current use by clicking the "Agreement" button on the home page. You should click "Agreement" each time you access the Service to review a copy of the then current Agreement. By using the Service after any change to the Agreement is posted on the Service you will be deemed to be bound by all of such changes. PRODÉGÉ reserves the right to refuse participation in the Service to any applicant or Subscriber at any time in its sole discretion.

2. PRODÉGÉ may discontinue or revise any and all aspects of the Service or any of the information products on the Service at its sole discretion and without prior notice. If PRODÉGÉ discontinues the Service, the Term of this Agreement shall be deemed terminated as of the date of the discontinuation.

3. In no event shall PRODÉGÉ be liable for any damages caused by the inability of the Subscriber to access the Service as a result of network or server downtime, transmission problems or otherwise. PRODÉGÉ does not guarantee the uptime of the Services.

4. COPYRIGHT. All information available through the Service is protected by copyright or other intellectual property laws. You may display and print information obtained through the Service solely for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrieval device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service to anyone, without the express written consent of PRODÉGÉ. You agree not to use any information obtained through the Service for any unlawful or unauthorized purpose.

5. THIRD PARTY PROVIDERS. All third party information available through the Service is protected by copyright or other intellectual property laws. You may display, print and transmit information obtained through the Service only for your own personal, non-commercial use. You may not reproduce, retransmit, distribute, store in a retrievable device, disseminate, sell, publish, broadcast or circulate the information obtained through the Service without the express written consent of PRODÉGÉ.

6. TERM. This Agreement shall commence upon Subscriber’s acceptance of the terms hereof which is indicated by clicking the “Accept” button and shall continue for a period of one (1) year from today’s date, and thereafter shall automatically renew for additional periods of one (1) year unless cancelled by Subscriber within sixty (60) days of the end of the then current one (1) year period.

7. EXCLUSIVITY. In consideration of PRODÉGÉ allowing Subscriber use of and access to the Service, during the Term of this Agreement Subscriber agrees that the Service shall be Subscriber’s sole revenue generating internet search service, and that Subscriber shall not enter into any agreement with any third party internet web site or service which provides for the generating of revenue to or on behalf of the Subscriber by use of or in connection with internet search services and/or functionality.

8. PAYMENT. Subscriber shall receive a payment related to the number of valid clicks on Ads, valid impressions of Ads in connection with Subscriber’s Site(s), in each case as determined by PRODÉGÉ for Subscribers in the Service. Currently PRODÉGÉ calculates the Subscriber payments on a revenue sharing model in which the Subscriber is paid thirty percent (30%) to fifty percent (50%) of the Ad revenue generated on Subscriber’s Site. The exact percentage is determined by PRODÉGÉ and is based upon the volume of traffic and revenue generated by the Subscriber’s Site. PRODÉGÉ shall inform Subscriber of the precise revenue share percentage for Subscriber’s Site when PRODÉGÉ sends Subscriber notice of acceptance of this Agreement. Unless otherwise agreed to by the PRODÉGÉ and Subscriber in writing (including by electronic mail), payments to Subscriber shall be sent by PRODÉGÉ within approximately thirty (30) days after the end of each calendar month that Ads are running on Subscriber’s Site provided that Subscriber’s earned balance is $50 or more. In the event this Agreement is terminated, PRODÉGÉ shall pay Subscriber’s earned balance to Subscriber within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by Subscriber (following PRODÉGÉ's receipt of Subscriber’s written request, including by email, to terminate the Agreement) or by PRODÉGÉ. In no event, however, shall PRODÉGÉ make payments for any earned balance less than $20. Notwithstanding the foregoing, PRODÉGÉ shall not be liable for any payment based on: (a) any amounts which result from invalid queries, or invalid clicks or impressions on Ads generated by any person, automated program or similar device, as reasonably determined by PRODÉGÉ, including without limitation through any clicks or impressions (i) originating from Subscriber’s IP addresses or computers under Subscriber’s control, (ii) solicited by payment of money, false representation, or request for end users to click on Ads, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to execute page views of Subscriber’s Site; (b) Ads delivered to end users whose browsers have JavaScript disabled; (c) PRODÉGÉ advertisements for its own products and/or services; or (d) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by Subscriber for any applicable pay period. PRODÉGÉ reserves the right to withhold payment or charge back Subscriber’s account due to any of the foregoing or any breach of this Agreement by Subscriber, pending PRODÉGÉ's reasonable investigation of any of the foregoing or any breach of this Agreement by Subscriber, or in the event that an advertiser whose Ads are displayed in connection with Subscriber’s Site(s) defaults on payment for such Ads to PRODÉGÉ. In addition, if Subscriber is past due on any payment to PRODÉGÉ in connection with any PRODÉGÉ program, PRODÉGÉ reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to Subscriber in connection with the Service by amounts owed by Subscriber to PRODÉGÉ. To ensure proper payment, Subscriber is solely responsible for providing and maintaining accurate contact and payment information associated with Subscriber’s account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. Subscriber agrees to pay all applicable taxes or charges imposed by any government entity in connection with Subscriber’s participation in the Service. PRODÉGÉ may change its pricing and/or payment structure at any time. If Subscriber disputes any payment made under the Program, You must notify PRODÉGÉ in writing within thirty (30) days of any such payment; failure to so notify PRODÉGÉ shall result in the waiver by Subscriber of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by PRODÉGÉ. No other measurements or statistics of any kind shall be accepted by PRODÉGÉ or have any effect under this Agreement. The payments made under this Agreement are for use by Subscriber only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by Subscriber that require separate payments) unless expressly authorized in writing by PRODÉGÉ (including by electronic mail).

9. The information on the Service is provided "as is", without any warranties. Third party information providers and their affiliates, agents and licensors cannot and do not warrant the accuracy, completeness, timeliness, no infringement, title, merchantability or fitness for a particular purpose of the licensed information, and they hereby disclaim any such express or implied warranties. Neither the third-party providers nor any of their affiliates, agents or licensors shall be liable to you or anyone else for any loss or injury, other than death or personal injury resulting directly from use of the licensed information, caused in whole or part by its negligence of contingencies beyond its control in procuring, compiling, interpreting, reporting or delivering the licensed information. In no event will third-party providers, their affiliates, agents or licensors be liable to you or anyone else for any decision made or action taken by you in reliance on such licensed information. The third-party providers and their affiliates, agents and licensors shall not be liable to you or anyone else for any damages (including, without limitation, consequential, special, incidental, indirect or similar damages), other than direct damages, even if advised of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or limitation of liability for damages or the exclusion of certain types of warranties, parts or all of the above limitation my not apply to you.

10. NETWORK SECURITY. Violations of this agreement include, but are not limited to, any attempt to avoid user authentication or security of any host, network or account. This includes accessing content that is not intended for visitors and logging into an account you are not expressly permitted to access. Attempting to force a denial of service by email bombing, packet spoofing or ping flooding, among other measures, is strictly prohibited. You are forbidden to perform any kind of network monitoring, including probing the security of networks or attempting to intercept data not intended for you.

11. BECAUSE OF THE POSSIBILITY OF HUMAN OR MECHANICAL ERROR BY PRODÉGÉ OR ITS LICENSORS, NEITHER PRODÉGÉ NOR ANY OF ITS LICENSORS GUARANTEE THE ACCURACY, ADEQUACY, COMPLETENESS, CURRENTNESS OR NONINFRINGEMENT OF THE SERVICE OR ANY INFORMATION ON THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, FOR THE RESULTS OBTAINED FROM THE USE OF THE SERVICE OR SUCH INFORMATION, OR FOR DELAYS OR INTERRUPTIONS IN THE SERVICE. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE OR ANY INFORMATION AVAILABLE THROUGH THE SERVICE. IN NO EVENT WILL PRODÉGÉ OR ANY OF ITS LICENSORS BE LIABLE FOR DAMAGES, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE SERVICE, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY OF SUBSCRIBERS TO THE SERVICE IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PRODÉGÉ SHALL BE TO TERMINATE THIS AGREEMENT AND OBTAIN A REFUND OF A PRO-RATA PORTION OF ANY PREPAID SUBSCRIPTION FEES BASED ON THE DATE OF TERMINATION. THE PROVISIONS OF THIS SECTION 5 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

12. Any method that artificially generates clicks or impressions is strictly prohibited. These prohibited methods include but are not limited to: repeated manual clicks or impressions, incentives to click or to generate impressions, using robots, automated click and impression generating tools, or other deceptive software. Please note that clicking on your own ads for any reason is prohibited, Subscriber bears all liability, cost and expense incurred by PRODÉGÉ arising from or connected with Subscriber’s artificially generated clicks and/or impressions. Subscriber’s site must not contain broken links and must be launched, functioning, and easily navigable. Sites must respond adequately to support requests and enquiries of their users. In addition to the standards above, Subscribers are required to adhere to the webmaster guidelines. Some relevant items from the guidelines are included below for your reference:

13. This Agreement is personal to you and you may not assign any of your rights or obligations under this Agreement to anyone. The Agreement constitutes the entire agreement between you and PRODÉGÉ.ORG with respect to the Service and may be amended by notice by PRODÉGÉ.ORG given on the Service as herein provided. This Agreement shall be governed in all respects in accordance with the laws of the United States of America and the State of California governing contracts to be wholly entered into and performed within the State of California. The courts sitting in the the State of California, Federal and State, shall have exclusive jurisdiction of any dispute arising under this Agreement.

14. Notice may be given by PRODÉGÉ.ORG through the Service including, without limitation, via e-mail or posting for access under "Agreement" on the home page or by mail to the last address given by the Subscriber to PRODÉGÉ.ORG. Notice by a Subscriber shall be given to PRODÉGÉ.ORG Online Customer Service by e-mail to info@prodege.com, by fax to 310-919-3870 or by mail to PRODÉGÉ, LLC 2108 Vail Avenue Redondo Beach, CA 90278. Notices shall be deemed given when posted on the Service or on the recipient's e-mail or when received if sent by facsimile or mail.