The Marketing Partner agrees to the Terms and Conditions outlined below with respect to our website.

Definitions


1.1. "PublicRecordAds" means PublicRecordAds’ proprietary website located at www.publicrecordads.com
1.2. "Marketing Partner" means any individual(s), hired third-party of the Marketing Partner or entity placing Links on websites for PublicRecordAds.

1.3. "PublicRecordAds Marks" means PublicRecordAds’ logos, trademarks, and other PublicRecordAds’ marketing content and graphics.

1.4. "Partner Site" means any website where the Marketing Partner places Links for the PublicRecordAds Service.

1.5. "PublicRecordAds Service" means the PublicRecordAds’ service to direct users to a Paid People Locator Site with which PublicRecordAds has an agreement with.

1.6. "Paid People Locator Site" means any website that PublicRecordAds has an agreement with to send users to from the Partner Site.

This Agreement constitutes the entire and only agreement between us, PublicRecordAds and you, the Marketing Partner, located at the address listed in your PublicRecordAds account, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to PublicRecordAds, the content, products or services provided by or through PublicRecordAds, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you.

2. Links to PublicRecordAds.
Marketing Partner will recommend the PublicRecordAds Service during the Term by placement of advertisements and/or active links (collectively, the "Links") on the Partner Site that will direct the user to the Paid People Locator Site (the "Purpose"). Email advertisements with the specific purpose of informing Partner Site users of the PublicRecordAds Service is NOT permitted.

3. Term.
This Agreement will begin on the date you agree to the Terms and Conditions set forth in this Agreement and create an account to become a Marketing Partner with PublicRecordAds. There is no end date to this Agreement. It is open-ended. If the Marketing Partner chooses discontinue service with PublicRecordAds, a simple written notice, sent my postal mail or email, will be accepted.

4. Non-solicit.
During the Agreement and for one (1) year following the termination of the Agreement via written notice or last day using PublicRecordAds Service as tracked by PublicRecordAds reporting, Marketing Partner shall not be permitted to contact the Paid People Locator Site. If Marketing Partner does engage the Paid People Locator Site directly during this Non-solicit period, legal action can and will be initiated to reach a financial settlement for earnings lost due to violation of this Agreement.

5. Termination
PublicRecordAds shall have the right to terminate any agreement in whole or in part, with or without cause, at any time.

5. Confidentiality
5.1. Obligation. A party receiving Confidential Information must keep it confidential during the Term and for a period of five (5) years after termination or expiration of this Agreement. "Confidential Information" means (a) all PublicRecordAds’ information and materials to which Marketing Partner has access in connection with the Purpose, including, but not limited to all trade secrets, knowledge, data, roadmaps, products, processes, software, source/object code, know-how, designs, formulas, test data, customer lists, financial or business data, marketing plans and strategies, pricing strategies, the PublicRecordAds Marks, and other business and technical information, and (b) any other material or information that is marked as confidential and disclosed by either party. Marketing Partner will use PublicRecordAds Confidential Information solely for the Purpose under this Agreement. Marketing Partner will not duplicate any PublicRecordAds Confidential Information or disclose or make available any PublicRecordAds Confidential Information to any third-party, except as specifically authorized in writing by PublicRecordAds. All PublicRecordAds Confidential Information furnished to Marketing Partner will remain the property of PublicRecordAds. Marketing Partner will return all PublicRecordAds Confidential Information and any other information received from PublicRecordAds, including all copies in any form, upon expiration or termination of this Agreement.

5.2 Exceptions.
Confidential Information does not include information that (a) is or becomes part of the public domain through no act or omission of the receiving party, (b) is rightfully obtained by the receiving party without breach of any obligation to maintain its confidentiality, or (c) is independently developed by receiving party without using the disclosing party’s Confidential Information. Either party may disclose Confidential Information (a) in response to a valid court or governmental order, if the receiving party has given the disclosing party prior written notice and provided reasonable assistance to afford it the opportunity to object, (b) to comply with this Agreement or (c) to an existing or potential investor, acquiring company, bank or other financial institution, under appropriate nondisclosure terms in connection with a merger, acquisition, financing or similar corporate transaction.

6. Representations and Warranties.
6.1 Authority.
Marketing Partner represents and warrants that it has the legal right and authority to enter into this Agreement.

6.2 Conflict of Interest.
Marketing Partner represents that no actual or potential conflict of interest exists under this Agreement. Marketing Partner warrants that its performance under this Agreement does not conflict with any pre-existing obligation or in any way breaches any agreement with or obligation to keep in confidence the proprietary information of another party. Marketing Partner warrants that it has the right to disclose and/or use all ideas, processes, techniques and other information, if any, which Marketing Partner has gained from third parties, and which Marketing Partner discloses to PublicRecordAds or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Marketing Partner agrees not to bundle with or incorporate into any materials provided to the PublicRecordAds any third-party products, ideas processes, or other techniques, without prior written approval of PublicRecordAds.

7. Compliance.
Marketing Partner represents and warrants it complies and will comply with all applicable federal, state and local laws, codes, regulations and orders, including without limitation the CAN-SPAM Act.

8. Advertisement Placement and Modification
Customer (you) agrees that advertisements will be displayed whenever the selected network is selected, either alone or in combination with other terms. If PublicRecordAds received a complaint from a third party alleging that the advertisements corresponding to you infringe the thirds party’s trademark or other proprietary rights, PublicRecordAds shall have the right to disable the advertisements at issue.

9. Intellectual Property.
Marketing Partner represents and warrants that the Partner Site and any technology employed on the Partner Site or other materials used by Marketing Partner (a) do not and will not violate any intellectual property or property rights of any third party, (b) are not subject to any pending or threatened legal claim or suite, and (c) are not subject to any encumbrances or liens.

10. Marketing Partner and Partner Site Identification.
Marketing Partner warrants that the Partner Site will not copy or resemble the look and feel of the PublicRecordAds Site or any other site owned or operated by PublicRecordAds or create the impression that Marketing Partner or the Partner Site is endorsed by PublicRecordAds or any part of the PublicRecordAds site or any other site owned and operated by PublicRecordAds.

11. Survival
In addition to any other written or oral warranties expressed or implied, the warranties above will survive any delivery, termination or expiration of this Agreement and protect PublicRecordAds, its successors, assigns, customers and users of PublicRecordAds Service and/or products.

12. Indemnification.
Marketing Partner will indemnify, defend and hold harmless PublicRecordAds and its officers, directors, contractors, agents, employees, customers, users and clients from any losses, liabilities, damages, demands, suits, causes of action, judgments, costs or expenses (including court costs and reasonable attorneys’ fees) imposed upon or incurred by PublicRecordAds pursuant to this Agreement arising out of or relating to any of the following: (a) Marketing Partner’s failure to comply with applicable laws, codes, regulations and orders; or (b) any negligent act or omission or intentional misconduct on the part of Marketing Partner, its employees, officers, agents or subcontractors; or (c) breach by Marketing Partner of any obligation contained in this Agreement; or (d) the Partner Site or any of Marketing Partner’s technology or other materials; or (e) any claim that the Partner Site or Marketing Partner’s technology or other materials infringe or misappropriate a copyright, patent, trademark, trade secret or any other intellectual property or proprietary right of any third party; or (f) property damage, personal injury or death which results from the Partner Site or any of Marketing Partner’s technology or other materials. PublicRecordAds will have the right to approve any counsel retained to defend any demand, suit or cause of action in which PublicRecordAds is a defendant, and the approval will not be unreasonably withheld. Marketing Partner agrees that PublicRecordAds will have the right to control and participate in the defense of any the demand, suit or cause of action concerning matters that relate to PublicRecordAds, and that the suit will not be settled without PublicRecordAds’ consent, which consent will not be unreasonably withheld. If, in PublicRecordAds’ reasonable judgment, a conflict exists in the interests of PublicRecordAds and Marketing Partner in the demand, suit or cause of action, PublicRecordAds may retain its own counsel whose reasonable fees will be paid by Marketing Partner.

13. Limitation of Liability.
Except where prohibited by applicable law or any property damage, injury or death which results from the Partner Site or any of Marketing Partner’s technology or other materials, or Marketing Partner’s breach of its obligations under Section 5 (Confidentiality), Section 6 (Representations and Warranties) or Section 12 (Indemnification), in no event will either party be liable for any indirect, incidental, special, punitive, or other consequential damages, or any loss of profits, lost goodwill, lost business or lost revenue.

14 General Provisions.
14.1 Assignment. Marketing Partner will not assign this Agreement or any of its rights or obligation without PublicRecordAds’ prior written consent.

14.2 Governing Law; Jurisdiction.
This Agreement is made and entered into by the parties in the State of California and the substantive and procedural laws of California will be applied, without application to conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement will be instituted in any state or federal court in Santa Barbara County, California. Marketing Partner and PublicRecordAds irrevocably submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts.

14.3 Notices.
All notices under this Agreement will be sent to Marketing Partner at Marketing Partner’s address listed above and to PublicRecordAds to the attention of "Owner or CEO" at PublicRecordAds’ address listed above. All notices will be deemed delivered (a) upon delivery, if delivered by hand or (b) three (3) days after being sent via certified or registered mail, return receipt requested. Each party hereto is duly authorized to enter into this Agreement and perform its obligations hereunder. The parties will negotiate any dispute hereunder in good faith within thirty (30) days of receiving written notice; this obligation shall not eliminate any remedies available to the parties. Any notices shall be sent to the addresses set forth in the application by facsimile or overnight courier and shall be deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default. If any provision herein is unenforceable under any applicable law, then such provision will be modified to reflect the intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Customer may not resell, assign, or transfer any of its rights hereunder. Any such attempt shall automatically terminate the Agreement, without liability to PublicRecordAds.com.

14.4 Severability; Headings.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the provision will be enforced to the maximum extent permissible, and the validity, legality and enforceability of the remaining provisions will continue in full force and effect to the extent the parties’ intent reflected in this Agreement remains substantially unimpaired. Section headings of this Agreement are provided for reference only and will not be used as a guide to interpretation.

14.5 Survival of Terms.
The rights and obligations under this Agreement in Sections 5 (Confidentiality), 7 (Representations and Warranties), 10 (General Provisions), 12 (Indemnification), 13 (Limitation of Liability), and those other terms that by their nature should survive, will remain in effect after the termination or expiration of this Agreement.

14.6 No Waiver.
Any express waiver or failure to promptly exercise any right under this Agreement will not create a continuing waiver or waiver of any subsequent failure to exercise a right under this Agreement.

14.7 Independent Contractor.
Marketing Partner is an independent contractor and not an employee, partner, agent or principal of PublicRecordAds. PublicRecordAds is not responsible and Marketing Partner is responsible for withholding, deducting or remitting from Marketing Partner’s employees, agents and sub-contractor’s compensation, any federal or state income taxes, social security, unemployment compensation, medical, dental, workers’ compensation or disability insurance coverage, pension or retirement plans or the like.

14.8 Entire Agreement.
This Agreement constitutes the parties’ entire agreement related to the subject matter of this Agreement, and supersedes all prior or contemporaneous proposals, quotes, other similar written or oral communications, and prevails over any conflicting or additional terms contained in any quote, purchase order, click agreement, acknowledgment, order documentation or other communication between the parties related to the subject matter of this Agreement. Any modification or additions to this Agreement must be in writing signed by authorized.

15. Exclusivity.
Nothing in the Agreement will prohibit PublicRecordAds from providing the PublicRecordAds Service or other PublicRecordAds products or services to any other third party.

16. Fees, Payment Terms and Taxes.
16.1 Fees and Payment Terms.
Cost per Click ("CPC") – Per this general Agreement, Marketing Partner will be entitled to receive payment on a per click basis on the Links that Marketing Partner places on the Partner Site. PublicRecordAds will provide Marketing Partner monthly reports regarding traffic statistics. PublicRecordAds will pay the amounts owed to Marketing Partner within thirty (30) days from the end of each applicable calendar month. PublicRecordAds is permitted to monitor all clicks and IP Addresses for the sole purpose of identifying and blocking IP Addresses that may represent bot clicks or misuse of Links in order to generate or increase revenue from increased clicks on Links. PublicRecordAds is permitted to net out any revenue from clicks that is generated by bots or misuse of Links on Partner Site.

16.2 Taxes.
Any fees payable by either party under this Agreement do not include any applicable sales, use, excise, value-added or similar taxes. If either party has the legal obligation to pay such taxes, the appropriate amount will be subtracted from the amount paid to the other party, unless the other party provides a valid tax exemption certificate authorized by the appropriate taxing authority. All payments made by either party to the other will be made free and clear of, and without reduction for, any withholding taxes. Both parties will cooperate and take all actions reasonably necessary in order to secure a reduction or elimination of withholding taxes pursuant to any income tax treaty between the United States and the jurisdiction of the appropriate taxing authority, as applicable.