LAST REVISION: May 21, 2010

Company/Site: AdsPilot
Site URL: http://www.AdsPilot.com

PLEASE READ THE FOLLOWING TERMS OF SERVICE ("Agreement", "Terms and Conditions") CAREFULLY BEFORE USING THIS WEBSITE ("Site"), ADSPILOT.COM ("We", "Us", "Our", "Company", "AdsPilot"), OR OPENING AN ACCOUNT ("Account"). BY ACCESSING THE WEBSITE OR OPENING AN ACCOUNT YOU ("You", "User", "Users", "Advertiser", "Publisher", "Affiliate") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING ANY CHANGES OR MODIFICATIONS WE MAY MAKE. THIS AGREEMENT IS SUBJECT TO CHANGE BY ADSPILOT MANAGEMENT AT ANY TIME AND WE ARE NOT REQUIRED TO PROVIDE YOU WITH NOTIFICATION THAT ANY SUCH MODIFICATIONS HAVE BEEN MADE. SUCH MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON BEING POSTED ON THIS WEBSITE AND YOUR CONTINUED USE OF THIS WEBSITE WILL INDICATE YOUR ACCEPTANCE OF THESE MODIFIED TERMS OF SERVICE. YOU SHOULD THEREFORE PERIODICALLY VISIT ADSPILOT TO REVIEW THE AGREEMENT UPDATES. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS THIS WEBSITE. ONCE YOU ACCEPT THIS AGREEMENT THEN YOU WILL BE ABLE TO USE THE SERVICES PROVIDED BY THE COMPANY. THESE TERMS OF SERVICE IS IN ADDITION TO ADSPILOT PRIVACY POLICY.

Accounts and Services

According to the Terms and Conditions of this Agreement Company may facilitate Users with the purchase and sale of advertisements on the Internet by bringing Advertisers and Publishers together. Company has the authority to change, suspend or discontinue any services at any time. Company can also change or delete any feature of the Site, advertisement, content without giving any notice as the Company has the authority to do so. Company reserves the right, in its sole discretion and without giving any notice, to edit, terminate, delete User Account or refuse the service access to any applicant or member at any time. If You are younger than 18 years old, You may not open an Account or use Company services.

User agrees to comply with the technical Terms and Conditions offered by Company to make the proper display of the advertisements by using the Company services. User may not modify any programming code (ad code) provided to User by Company in any way.

In order to be able to use any services provided by Company, User must register and create a personal Account. During the registration process User must provide Company with complete, accurate and updated Account information. User may not register for the Company services using more than one Company User ID. If You are using the Site on behalf of an organization/business, You confirm that You have the authority to bind the organization/business and that the organization/business will be bound by these Terms of Service. Failure to do so shall constitute a breach of this Terms of Service, which may result in immediate termination of User Account.

Security

User is responsible for maintaining the confidentiality of User password and Account information, as well as fully responsible for all conduct carried out under this password and Account. Company is not liable for any loss of confidentiality or for any damages arising from User failure to comply with these terms. Therefore User understands and agrees that User must promptly report any known or suspected unauthorized use(s) of User Account or password to Us.

Content and Ownership

All materials (content) displayed or performed on or accessible through the Site or Company services (including all copyrights, trademarks and other intellectual property rights) belong to Us or Our licensors, and protected by Canadian and international copyright law. In addition, the names, images and other indicia identifying our services are our proprietary marks. All other copyrights, trademarks and other intellectual property rights referred to in this Site belong to their respective owners.

Users have to obey all the copyright notices, information or restriction in any content which is related to this Site services. User acknowledges and agrees that if User uses any of the services to contribute content to the Site, Company is hereby granted a non-exclusive, worldwide, royalty-free, transferable right to fully exploit such content (including all related intellectual property rights) and to allow others to do so in connection with the Site and Company services.

Terms of Use

You understand that all information included in advertisements placed through this Site, including data, text, software, sound, photographs, graphics, video, or other content, whether publicly or privately transmitted/posted, are the sole responsibility of the User from whom such content originated. It means that User, but not Company, is fully responsible for all content submitted and placed as advertisement on a third party websites. Company does not control the content and thus does not guarantee the accuracy, integrity or quality of such content.

User understands that by using the Site or Company services, User may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content transmitted, posted, published, emailed, or otherwise made available via this Site.

You agree not to use the Company services for illegal purposes. You also agree not to use the Company services for the transmission of "junk mail", "spam", or unsolicited mass email distribution. AdsPilot reserves the right to terminate your access to the Company services for any illegal or unauthorized activity.

General Terms - Advertiser

Advertiser is solely and entirely responsible for the content of Advertiser's advertisement. Advertiser agrees that Publisher reserves the right to review each Sponsored Ad that has been purchased by Advertiser within the next 24 hours. Advertiser agrees that Publisher reserves the right to reject any advertising request for any reason at any time. Advertiser agrees that all advertising material submitted by Advertiser will be reviewed by AdsPilot Account Manager before publishing. Advertiser agrees that in the event a Publisher is banned, no refunds will be issued for advertisement already shown on a Publisher's website. Advertiser agrees not to participate in click fraud, click spamming or offer incentives for clicks or impressions.

To be considered as an AdsPilot Advertiser, You are required to adhere to the following rules, policies/procedures:

Editorial Guidelines:

• The Ad should be completed and fit in the given character limits, as well as should have the proper spaces in its content.
• The Ad Text should be logical, grammatically correct and contain proper sentence structure.
• The Ad should not be written in the CAPS form totally.
• The Ad should match the content of landing page.
• All Ad variations should point to the same Category as the original Ad does. If you need to add other Categories, you must create a new advertising campaign Zone for each new Category.

Unacceptable Content:

• Any types of materials that show or offer illegal products or services.
• Any pornographic and/or sexual content (including website and advertising content).
• Any promotion which is related to incentive for spending time on website or clicking on the Ad.
• Any promotion of illegal drugs or related content.
• Any promotion of excessive profanity or violence.
• Any advertising of hate speech or hate graphics content.
• Any advertising of fake materials which are copied or any fake documents.
• Any advertisement which is illegal and/or violate rights of other people.
• Any advertisement that gives any type of profit on any type of human disaster/s.

Landing Page Guidelines:

• The URL provided by Advertiser should be active and work properly.
• The URL provided by Advertiser should not be linked to a blank page or a page which is "Under Construction" or has incorrect coding or errors on it.
• The URL provided by Advertiser should not contain rotating landing pages.
• The landing page should not have any harmful material such as spyware, malware, viruses, Trojans, etc.
• The URL cannot link to an executable file or any download.
• The landing page cannot require a login to view the website content.
• The lading page should not connect with any type of illegal activities like spamming, phishing, spoofing, etc.
• The given URL of a Full Page Ad should not redirect
• The landing page should not have any pop-up windows, exit pop-ups, or any other types of windows.

Non-English Sites:
AdsPilot accepts Non-English advertisement. However, the final decision regarding proposed advertising material for approval directly depends on current market demand.

Fees and Payments:
Some of the Company services may require payment of fees. Company reserves the right to change their price list at any time without prior notice. Advertiser is fully responsible for all charges that accrue based on the advertising campaign actually purchased. Therefore Advertiser agrees to pay all applicable charges under this Agreement. Payments should be made via PayPal, AlertPay, Liberty Reserve or bank wire transfer upon special arrangement.

Refunds:
If Advertiser is unsatisfied with the advertising campaign created by the Advertiser for any reason, Advertiser may be eligible to receive a refund.
Company accepts for consideration the following issues only:

• Publisher does not display Advertiser's Set Rate Ad/s within the purchased campaign duration
• Invalid Ad clicks or impressions

In this case Advertiser has to contact Our Customer Service Department via Contact Us page and describe the certain situation in details. Usually We provide a response to a refund request within 5 business days. If the refund will be approved by Company management it will be issued in the form of an Advertiser's Account credit only.
Advertiser is not eligible to receive the refund if:

• Advertiser's landing page is down or temporarily "Under Construction".
• Advertiser misunderstood Company's terms, policies, services, products, etc.
• Advertiser violated these Terms of Service

AdsPilot does not guarantee and cannot promise any specific results from use of the AdsPilot services. If Advertiser violates these Terms of Service, AdsPilot reserves the right, at its sole discretion, to suspend, or terminate Advertiser's account or access to all or any part of the Company services at any time without prior notice.

General Terms - Publisher

Publisher agrees to review each Sponsored Ad that has been bought by Advertiser within 24 hours, otherwise the Ad will be automatically approved and shown on the Publisher website. Publisher reserves the right to approve or reject any submitted advertisement. Publisher agrees that in the event an Ad is canceled by Advertiser or AdsPilot Account Manager, no Ad and/or affiliate commission will be paid. Publisher recognizes that AdsPilot has proprietary relationships with the third-party advertisers which provide advertising material through the AdsPilot Ad Network. Therefore, Publisher agrees to enable your website to accept third-party ads from qualified third-party vendors. Publisher agrees that in case of use the Default Ad feature, a content provided by Publisher is solely Publisher's responsibility.

To be considered as an AdsPilot Publisher, You are required to adhere to the following rules, policies/procedures:

AdsPilot does NOT accept the following website content:

• Any type of materials that show or offer illegal product or services.
• Any pornographic and/or sexual content.
• Any promotion of illegal drugs or related content.
• Any websites offering "get paid to click" or "get paid to read" programs, and any other pyramid schemes.
• Any promotion which is related to incentive for spending time on website or clicking on the Ad.
• Any promotion of excessive profanity or violence.
• Any advertisement which is illegal and/or violate rights of other people.
• Any advertisement that gives any type of profit on any type of human disaster/s.
• Any advertising of hate speech or hate graphics content.
• Any advertising of fake materials which are copied or any fake documents.
• Any websites that are "Under Construction" or redirect users to other pages.
• Not moderated, little or Not original content.

• Poor quality websites.
• Doorway websites.
• Websites with landing pages with only a login, registration form or excessive amount of advertising/affiliate links.
• Websites that are registered as free subdomains and have invisible real Alexa ranking (or No Data) for these subdomains.

Restrictions:

• Clicks on your own Ad/s are strictly forbidden.
• Subscribe to traffic generators.
• Use the automated clicking programs or bots.
• Ask visitors to click on ads in order to support Publisher's website.
• Place the AdsPilot HTML code into any software applications.
• Publisher cannot edit, modify, or change the information contained in any advertisement in any case.
• Publisher cannot edit, modify, or change the HTML code provided by Company in any case.

Proxy Sites:
Publishers are permitted to place the AdsPilot ads on the homepages of anonymous proxy websites. However, it is strictly prohibited to put the AdsPilot ads within frames around webpages viewed through the proxy.

Excessive Zones Placements:
AdsPilot does not allow Publishers excessive placement of the same Ad Zone on a page. Publisher may place up to three Ad Units for each Ad Product type on one page. In this case, each Ad Product type shall be determined as a unique Ad Zone. Publisher can mix the AdsPilot ads with other advertising networks, but the AdsPilot ads should be clearly identified by Publishers website visitors.

Non-English Sites:
AdsPilot accepts Non-English sites. However, the final decision regarding proposed website for approval directly depends on current advertising supply.

Revenue Share and Distribution:
Publisher Revenue shall be determined as a percentage of the sale price of advertisements displayed in connection with Publisher's website as determined by Company for Publisher's use of the Company services. Net sales revenues shall be calculated monthly and then distributed 20% to Company and 80% to Publisher less any refunds, chargebacks and other administration/transaction fees (if any). Revenue distribution shall be determined on the fifteenth (15th) day of each month (net-15 terms policy). Payment will be sent to Publisher on the date specified above, either by PayPal , AlertPay, Liberty Reserve, wire transfer or account credit. PayPal, AlertPay and Liberty Reserve require a minimum of $20 in earnings. The minimum amount for a wire transfer is $500.00. A transaction fee of $45 shall be applied to each bank wire transfer. Publisher must send an Invoice to "Vidasco Corporation" no later than the 10th of each month for the previous month in order to receive the payment by bank wire on the agreed net terms above. The AdsPilot Account Credit has no minimum. All payments are issued in US Dollars. If Publisher's revenue does not meet the minimum amount criteria, as well as RON or Direct ads are not finished by the end of the month, the accrued amount will be carried over to the next date of revenue distribution. The exchange rate fees also may apply for any type of payment distribution. AdsPilot is not responsible for any commissions or service charges made by PayPal, AlertPay, Liberty Reserve, credit/debit cards provider or your local bank. AdsPilot charges 4% administration fee per payment sent through PayPal, and 10% per payment sent through AlertPay or Liberty Reserve if Publisher removed the AdsPilot html code from his website pages, and discontinued displaying the AdsPilot RON and/or Direct ads. In order to avoid administration fee, Publisher must display the AdsPilot RON and/or Direct ads on his site at least for 6 consequent months. If Publisher disputes any payment made in connection with the Company services, Publisher must notify Company in writing within thirty (15) days of any such payment. Failure to notify Company shall result in the waiver by Publisher of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Company. No other measurements or statistics of any kind shall be accepted by Company or have any effect under this Agreement. Company shall not be liable for any payment based on any fraudulent impressions or clicks generated by any person, robot, automated program or similar device or for fraudulent clicks or impressions similarly generated on any advertisements, as reasonably determined by Company. Company reserves the right to withhold payment or chargeback Publisher's Account due to breaching of these Terms of Service by Publisher. In order to ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher's Account and Company/User ID. AdsPilot shall not be obligated to make any payments to Publishers until AdsPilot has received payments from its Advertisers. In the event when AdsPilot agrees to a reasonable request from an Advertiser to remove its advertisement from AdsPilot database, Publisher fully agree that no payments shall be payable for clicks or impressions occurring after notice of request for such removal is received. AdsPilot reserves the right to suspend payment temporarily if a Publisher is placed under investigation for violation of Our Terms of Service.

Please note in order to prevent offensive websites from displaying Company and/or Advertisers' Ads, We manually review and approve each Publisher's website. If Publisher's website breaches these Terms of Service, AdsPilot reserves the right, at its sole discretion, to suspend, or terminate Publisher's account or access to Company services at any time without prior notice.

General Terms - Affiliate

To be considered as an AdsPilot Affiliate, You are required to adhere to the following rules, policies/procedures:

AdsPilot does NOT accept the following website content:

• Any type of materials that show or offer illegal product or services.
• Any pornographic and/or sexual content.
• Any promotion of illegal drugs or related content.
• Any websites offering "get paid to click" or "get paid to read" programs, and any other pyramid schemes.
• Any promotion of excessive profanity or violence.
• Any advertisement which is illegal and/or violate rights of other people.
• Any advertisement that gives any type of profit on any type of human disaster/s.
• Any advertising of hate speech or hate graphics content.
• Any advertising of fake materials which are copied or any fake documents.
• Any websites that are "Under Construction" or redirect users to other pages.
• Not moderated, little or Not original content.

• Poor quality websites.
• Doorway websites.
• Websites with landing pages with only a login or registration form.

Restrictions:

• Affiliates cannot edit, modify, or change the HTML code provided by Company in any case.

Non-English Sites:
AdsPilot accepts Non-English websites for review

Revenue Share and Distribution:
Affiliate earns up to 25% commission of the AdsPilot net profit for each referred Advertiser or Publisher. Affiliate commission shall be calculated monthly. We send out payments to our Affiliates on the 15th of every month (net-15 terms policy). Payment will be sent to Affiliate on the date specified above, either by PayPal , AlertPay, Liberty Reserve, wire transfer or account credit. PayPal, AlertPay and Liberty Reserve require a minimum of $20 in earnings. The minimum amount for a wire transfer is $500.00. A transaction fee of $45 shall be applied to each bank wire transfer. Affiliate must send an Invoice to "Vidasco Corporation" no later than the 10th of each month for the previous month in order to receive the payment by bank wire on the agreed net terms above. The AdsPilot Account Credit has no minimum. All payments are issued in US Dollars. If Affiliate's commission is less than default minimum, the total amount will be automatically carried over to the next payment date. The exchange rate and administration fees also may be applied to any type of payment distribution. AdsPilot is not responsible for any commissions or service charges made by PayPal, AlertPay, Liberty Reserve, credit/debit cards provider or your local bank.

Please note in order to prevent offensive websites from displaying Company banners or/and links, We manually review and approve each Affiliate's website. If Affiliate breaches these Terms of Service, AdsPilot reserves the right, at its sole discretion, to suspend, or terminate Affiliate's account or access to Company services at any time without prior notice.

Disclaimers:

We provide all services here on an "AS IS" basis. It should be understood that We provide no warranties of any kind; expressed, implied or statutory, in any communications with Our representative or Us or otherwise with respect to these services which we provide. The information contained in this Site is for general information purposes only. The information is provided by Our Company and while We endeavor to keep the information up to date and correct, We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance You place on such information is therefore strictly at your own risk. In no event will We be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this Site. Every effort is made to keep the Site up and running smoothly. However, AdsPilot takes no responsibility for, and will not be liable for, the Site being temporarily unavailable due to technical issues beyond our control. Additionally, We disclaim any implied warranties regarding merchant ability, particular purpose or non-infringement. We do not promise that your use of Our Site or services will be secure, uninterrupted or always available and error-free.

Indemnity:

The User will indemnify and hold AdsPilot, its parents, subsidiaries, affiliates, officers and employees harmless. This includes costs and attorney's fees or other legal fees arising from any claim or demand of a third party from the User's access to this Site, use of AdsPilot services, violation of this agreement by the User or the infringement of the User or any third party using the User's account, if any copyright infringement violations or the intellectual property of any person or entity.

Limitation of Liability:

There shall be no situation in which Company will be liable to You for any amount in the aggregate in excess of the fees paid by the User, or for incidental, indirect or consequential damages. This limitation of liability includes but is not limited to damages for loss of data, loss of programs, costs of procurement of substitute services or any applicable service interruptions. Limitation stands even if We know about or have been advised of the possibility of such damages or to anyone other than You.

Confidentiality:

By using the Site, You agree that You will not disclose information about AdsPilot with any third party or with any person within express written permission from AdsPilot. Confidential information on the Company may include but is not limited to Company software, technology, documentation, programming, guidelines and more as they relate to the services of the Site.

Information Rights:

By using this Site, You understand that AdsPilot has the right to use your information for its own purpose, including but also not limited to website demographics, billing information and other contacts. You agree that the Company may transfer or disclose personally identifiable information to third parties for the purpose of approving or enabling your participation with Our Site and Our services. The Company may share aggregate information about the User with Publishers, Advertisers, business partners, sponsors and more. AdsPilot will not share personally identifiable information about the User with third parties except of reasons specified above. Information on this Site is only intended as general summary information that is made available to the public. It is not intended to provide specific business or legal advice or to take the place of either the written law or regulations.

Termination:

Either party may terminate the services and Agreement at any time by notifying the other party. AdsPilot reserves the right to terminate services of any User for any reason they choose if proper notice is given. AdsPilot also reserves the right to terminate all services and access to the website immediately, without prior notice and free of liability if a User breaches the Terms and Conditions of this Agreement. Any fees paid will be non-refundable. Upon termination of the User account, the User's rights to services from AdsPilot will cease immediately and User will remove all Company HTML codes from User's websites.

Miscellaneous:

If either party fails to exercise or respect the rights described in these Terms and Conditions, the Company shall not be liable for any failure to perform its obligations hereunder where the failure comes as a result beyond reasonable control of AdsPilot. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is hereby governed by the laws of the Province of Ontario, Canada and without regard to its conflict of law provisions. Both parties agree that this Agreement is the complete and exclusive statement of a mutual understanding between the two parties. This supersedes and cancels any previous written or oral agreements that may have been placed between the two parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind AdsPilot in any respect whatsoever.

Complaints:

To resolve a complaint regarding the Company services, You should contact Our Customer Service Department by using the Contact Form