AlstraSoft Terms of Agreement

This Agreement shall govern participation in the Alstrasoft.com program (the "Program"). By participating in the Program, you are agreeing to be bound by these Terms of Service. The term 'Domain Owner' (henceforth, DO) shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration information and checking the "I Agree" checkbox. The Program is offered to you by Gant Networks, a Canadian corporation.

Payment

The Program will pay DO a commission on each approved linkage or click to an advertisers site or clicks resulting from appropriate text or searchbox linkage. DO will be paid via check or using Paypal in U.S. currency only, with a minimum withdrawal of $25 less any amount the Program determines, in its sole discretion, was not validly earned from proper use of the DO's website. Un-issued earnings will be held until the month in which the total amount due is accumulated to at least twenty five dollars ($25). DO understands and agrees that shall not withhold Taxes from any payments due to DO and that it is the responsibility of DO to pay all local, state, federal, and/or foreign taxes on income received from the Service. DO agrees to indemnify from and reimburse to the Program any claim or assessment of Taxes by any foreign, United States, state, and/or local taxing authority, and any other costs and damages, arising from or in connection with the operation of this paragraph.

Terms & Termination

All of the following terms and conditions must be adhered to and are legally binding immediately upon agreement.

The Program reserves the right to terminate any agreement at their discretion.

DO may not generate traffic to their website or our links by any of the follow methods:

listings on newsgroups, bulk e-mailing, icq postings, or chatroom/irc postings, iframes, zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, java-scripts, or any other similar method.

DO may not beg, ask or entice users into clicking on our links.

DO may not mislead visitors into believing that he/she will receive anything other than an internet search by clicking on a textlink or search box.

DO will not be credited for traffic that originates from countries where the primary language is not English.

Referring pages must not be password protected in anyway.

DO may only use the media that is provided by the Program and may not change our ad code in anyway without prior approval. Our ad code must be found on referring pages.

DO may not develop or promote undeveloped names any further in an attempt to inflate potential earnings. If DO wishes to withdraw certain names from the program for future development, DO may do so on their own accord.

The Program reserves the right to terminate your account if it is idle for more than a month. The program also reserves the right to terminate your account if any fraudulent methods are used to inflate total traffic counts to a source domain. We will notify you 7 days in advance of cancellation.

Inability to comply with any of said terms of agreement will forfeit any unpaid earnings and result in the termination of DO's account. Further legal course of action may be considered to prosecute violating DO.

Representations and Warranties

The Program represents and warrants that it has full power and authority to enter into this Agreement. THE PROGRAM IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS). THE PROGRAM AND ITS LICENSORS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

Confidentiality

During the term of this Agreement and for two years after termination of this Agreement, DO agrees to safeguard and, except for the benefit of the Program, not to disclose to anyone outside the Program any proprietary or confidential information acquired during this Agreement. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds. Failure to abide with our confidentiality agreement could result in further legal action to prosecute violating DO.

DO agrees not to reverse assemble, de-compile, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the program or from any other information, except to the extent that this restriction is expressly prohibited by local law.

Not to modify, incorporate into or with other Services, or create a derivative work of any part of the program. DO further agrees to a non-compete condition for a period of one year

Not to disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the program.

Not to violate any Federal, State, Municipal, or commercial laws by or with the use of the product. Not to violate any regulations as set forth by search-engines, directories, search directories, domain-list providers, or any other entities involved in the PRODUCTS operations.

Modifications

The Program reserves the right to change any of these terms and conditions at any time without notice. You are responsible for complying with any changes to the terms and conditions within 10 days of the date of change.

General

DO shall indemnify, defend, and hold harmless the Program, and its officers, directors, shareholders, employees, agents, and representatives (collectively, "Indemnitee"), against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, attorney fees, accounting fees, and expert witness fees) incurred by Indemnitee ("Losses"), known or unknown, contingent or otherwise, directly or indirectly arising from or related to this Agreement. DO may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Program. Despite such consent, no assignment shall release the assignor of any its obligations or alter any of its primary obligations to be performed under the Agreement. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assignees, and no other person or entity shall have or acquire any right by virtue of this Agreement. This Agreement shall be governed and interpreted by the laws of the province of Ontario. DO is an independent contractor and in no way and under no circumstances that DO should look to the Program for compensation and benefits as an employee. If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, government regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused. This Agreement constitutes the final, complete, and exclusive statement of the terms of this Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. SEVERABILITY If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties this Agreement.