Terms And Conditions

1. Preamble

1.1 WHEREAS, UR.LY is a developer of proprietary software, and engages in business relationships to provide Traffic Partner with the ability to shorten urls and earn income by showing users advertising on their way to destination url

1.2 WHEREAS, Traffic Partner is the owner of a website and provides its users with the links shortened through UR.LY.

1.3 NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

2. Subject matter

2.1 UR.LY url shortening Program application is available at http://ur.ly/signup.html. UR.LY may reject your application if it - in its sole discretion - determines that Traffic Partner's website is unsuitable for the UR.LY url shortening Program application for any reason.

2.2 UR.LY provides publishers with the ability to shorten urls and earn income by showing users advertising on their way to their destination url

2.3 UR.LY does not accept any form of spam and discards all clicks from unsolicited e-mail, newsgroups, Instant Messengers, unauthorized adjustment of browser toolbars, default home pages, search features within standard browser settings and all other methods of generating clicks other than those generated from users.

2.4 UR.LY will grant Traffic Partner a set fee for each 1000 valid clicks coming through a Redirect ad page during the term of this agreement. The fee depends on a country of the visitor and the exact fee for each country is listed at this url: http://ur.ly/rates. UR.LY shall not be required to make any payments to Traffic Partner in connection with this Agreement other than the set fee, if earned. At any time UR.LY may, from time to time, modify the commission rate to be paid to Traffic Partner. Traffic Partner understands and agrees that the fee may be reduced in this manner and that Traffic Partner will not be entitled to contest such reduction. Further, UR.LY will only pay a fee for valid clicks as soon as and provided that UR.LY has received payment from its customers.

2.5 Traffic Partner acknowledges and agrees that UR.LY will pay a fee only on valid Click-throughs that qualify as "Click-through" as defined above, and not on any fraudulent Click-throughs. UR.LY shall have the right, in its sole discretion, to determine whether Click-throughs are fraudulent. Invalid Click-throughs include, but are not limited to, hit bots, robots, spiders, multiple clicking scripts, zeroframes, iframes, IRC cheats, or other software programs which may now exist or which may be developed in the future for purposes of artificially initiating or generating Internet traffic or clicks on UR.LY links.

2.6 UR.LY shall not be responsible for payments of the fee that have not been performed if data has been lost due to hardware failure, data failure, hackers' attack, fire, flood, or other reasons or events that are beyond UR.LY's sphere of influence.

2.7 UR.LY is paying out commission to traffic partners weekly by default (1st day of the month, 8th day of the month, 16th day of the month, 23nd day of the month and 30th day of the month). Traffic partner has a possibility in his user panel to request daily payments, in this case payment will be carried out automatically every day, within 24 hours after day end. Payments are only carried out if Traffic Partner has earned a minimum of 5 USD up to date, otherwise any amount earned will be carried forward. Traffic Partner is responsible for its own tax payment and/or tax filings and reports.

2.8 UR.LY is paying out commission to traffic partners through the following payment methods: Bank transfer, Paypal, Bitcoin, Paxum, Webmoney, Epese 2.9 Traffic Partner will not offer any type of incentives to users to click on UR.LY links. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.10 Traffic Partner will not place UR.LY links on traffic exchange or PTC websites. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.11 Traffic Partner will not send users to UR.LY links unwillingly. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.12 Traffic Partner will not send automated traffic to UR.LY links. This includes iframe, redirects, bots, proxies etc. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.13 Traffic Partner will not open UR.LY links using an iframe or popups. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.14 Traffic Partner will not spoof referrers, all traffic sources must be verifiable through referrers. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.15 Traffic Partner will not be distributing illegal content through UR.LY links, including but not limited to copyright content, child pornography, threatening, defaming, stalking, abuse, harassing or violating any person's or entity's legal rights. If Traffic Partner acts contrary to this provision, the percentage fee mentioned above will not be paid.

2.16 The term of this Agreement (the "Term") will begin on the date UR.LY accepts Traffic Partner's completed UR.LY url shortening 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 the other party seven days written notice; provided, however, that UR.LY can terminate this Agent immediately in the event (i) it deems the content on Traffic Partner's Site objectionable or, (ii) if UR.LY becomes aware or suspects in any way that Traffic Partner is using or has used any automated means to generate additional Click-throughs, including, but not limited to, hit bots, robots, spiders, multiple clicking scripts, zeroframes, iframes, IRC cheats, or other software programs which may now exist or which may be developed in the future for purposes of artificially initiating or generating Internet traffic or, (iii) if there is a change in the content, quality or functionality of any Traffic Partner's website that UR.LY determines in its sole discretion to be unfavorable to UR.LY or, (iv) UR.LY determines, in its sole discretion, that the quality of traffic delivered by Traffic Partner is not satisfactory. In any of these events no funds will be paid and Traffic Partner agrees not to take any legal action against UR.LY.

2.17 Unless otherwise stated in writing by UR.LY, each piece of additional information made available to a Traffic Partner may include, in unaltered form, the UR.LY special transaction tracking codes as embedded in all such additional information. Traffic Partner will not knowingly modify, circumvent, impair, disable or otherwise interfere with any transaction tracking codes and/or other technology and/or methodology required or made available by UR.LY to be used in connection with any and all additional information provided by UR.LY

3. General Provisions

3.1 Representations and Warranties. If Traffic Partner is a natural person, he/she represents and warrants to be at least 18 years of age in order to qualify and participate in the UR.LY url shortening Program. If Traffic Partner is a legal entity (corporation), the person applying for the UR.LY url shortening Program represents and warrants that it has full power and authority to represent such legal entity (corporation), that it has obtained all necessary consents, approvals, licenses and permissions, and that this Agreement constitutes a valid, legal and binding obligation, enforceable against Traffic Partner in accordance with its terms.

3.2 Representations and Warranties. Traffic Partner represents and warrants that the content on Traffic Partner's website(s), and/or the technology used by Traffic Partner in connection with this Agreement are owned or legally licensed for use by Traffic Partner; and Traffic Partner represents and warrants that Traffic Partner's website(s) does not violate any applicable laws, rules or regulations and does not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including, but not limited to, rights of privacy and publicity.

3.3 Representations and Warranties. UR.LY expressly disclaims any representations and warranties under this agreement.

3.4 Indemnification. Traffic Partner is obligated to indemnify, defend and hold UR.LY harmless from and against any and all third party claims, damages, liabilities, costs and expenses (including attorneys fees and expenses) arising out of the operation of Traffic Partner's Site, resulting from a breach of any warranty, representation or covenant made by Traffic Partner under this Agreement; or arising from any action against UR.LY arising from Traffic Partner's use or display of UR.LY's means or arising from any breach by Traffic Partner of any of the provisions or requirements of this Agreement.

3.5 Liability. UR.LY shall not be liable for any special, indirect, consequential (including but not limited to lost profits), incidental, exemplary or punitive damages arising, directly or indirectly, out of its performance of this Agreement.

3.6 Modifications. UR.LY may modify any of the terms and conditions contained in this Agreement. UR.LY will attempt to notify Traffic Partner via e-mail of any such modification. If a modification is unacceptable to Traffic Partner, Traffic Partner may terminate this Agreement by giving notice as described in 3.19 above.

3.7 Independent Contractors. 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 others behalf. Traffic Partner maintains sole responsibility for the creation and maintenance of as well as for all content that appears on Traffic Partner's website(s). Furthermore, Traffic Partner maintains sole responsibility for the compliance with any laws (e.g. data protection laws, e-commerce laws and so forth).

3.8 Confidentiality. The Parties hereto undertake to keep this Agreement and its contents, the negotiations relating to this Agreement (and such other agreements entered into pursuant to it) and the Parties businesses, financial or other affairs, including, but not limited to proprietary information about UR.LY's search engine or URLs strictly confidential and not to make any disclosures in respect thereof save where: (i) required by law, or (ii) as separately agreed upon in writing prior to disclosure. Because damages flowing from a violation of this term would be difficult to quantify and ascertain, if Traffic Partner violates this provision, UR.LY is entitled to liquidated damages in the amount of 100.000,-EUR.

3.9 Assignments. Traffic Partner may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of UR.LY.

3.10 Non-solicitation. During the term of this Agreement (the Term as defined above) and for the period of one year following the expiration or cancellation of this Agreement, Traffic Partner agrees not to solicit any of UR.LY's business partners of whom Traffic Partner has learned through UR.LY or its activities under this Agreement. If Traffic Partner violates this provision, UR.LY is entitled to liquidated damages in the amount of 100.000,-EUR.

3.11 Data Protection. Each Party shall ensure that it shall at all times comply with the provisions and obligations imposed on it by the Austrian Data Protection Act (including making and/or amending all registrations and notifications necessary to allow it to fulfill its obligations under this Agreement). All personal data acquired by either Party from the other shall be returned or deleted (at the option of the requesting Party) on request. Traffic Partner is informed and agrees that UR.LY stores and transfers (also to countries outside the European Union) personal data of Traffic Partner for purposes of this agreement. This consent may be withdrawn by Traffic Partner.

3.12 Notice. Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail: if to Traffic Partner, at the e-mail address provided in Traffic Partner's UR.LY url shortening Program application form; and if to UR.LY, to support@ur.ly

3.13 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be legally effective, binding and valid under the applicable laws, but if any provision of this Agreement shall be unenforceable or invalid thereunder, such provision shall be ineffective only to the extent of such unenforceability or invalidity and be replaced by such valid and enforceable provision which bona fide parties would consider to match as closely as possible the invalid or unenforceable provision, attaining the same or a similar economic effect. The remaining provisions of this Agreement shall under all circumstances continue to be binding and in full force and effect.

3.14 All disputes shall be submitted to Arbitration. In addition to all other rights and remedies a party may have, the prevailing party in any arbitration or legal action shall be entitled to an award of its reasonable attorneys’ fees and costs. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. This binding arbitration provision shall not, however, prevent either party from seeking equitable or injunctive relief in a court of competent jurisdiction. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against UR.LY and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorneys fees and court costs that UR.LY incurs in seeking such relief. This Agreement does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing you from bringing, joining or participating in class action lawsuits is an independent agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Traffic Partner agrees that any unauthorized and/or unlawful use of UR.LY would result in irreparable injury to UR.LY for which monetary damages would be inadequate. In such event, UR.LY shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Traffic Partner without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to UR.LY. UR.LY and Traffic Partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. UR.LY’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any attempt by any individual, whether or not a Traffic Partner, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of UR.LY, is a violation of both criminal and civil law and UR.LY will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and UR.LY’s successors and assigns. Traffic Partner is not permitted to transfer any rights and obligations pursuant to this Agreement. Any attempt to do so will result in the immediate termination of this Agreement.

3.15 Traffic Partner agrees that UR.LY will not be liable, or be considered to be in breach of this Agreement, on account of UR.LY’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond UR.LY’s reasonable control and that UR.LY is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, UR.LY will give Traffic Partner notice and will use commercially reasonable efforts to minimize the impact of any such event.