TERMS OF SERVICE

5. RESTRICTIONS

5.1 The Site contains proprietary material of Invokee (or material that other partners have licensed to Invokee for their use), which is protected by copyright and other laws respecting proprietary rights. Invokee retains all rights for the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. You may not use such material except as expressly permitted under this Agreement and under Canadian copyright laws.

1. You are granted a non-exclusive, non-transferable and revocable license to display the ads and marketing tools throughout the Affiliate Site, subject to the terms and conditions of this Agreement and our policies and procedures. You may not alter, change, add to, or otherwise modify any ad tools provided by us. This Agreement does not authorize the use of any Ad tools for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.
2. You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause Invokee and/or Invokee’s partners irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any of your subscribers or end-users, may be enforced by Invokee, and/or any of Invokee’s partners, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
3. You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.
4. Affiliates who are duly authorized may access Invokee for individual use, i.e., may use, as intended, banners and marketing material available on Invokee. You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of Invokee; distribute the information contained in and on our Sites to other users not duly authorized to access the Site; distribute, rent, sublicense, lease, transfer or assign the information or this Agreement; decompile, disassemble, or otherwise reverse-engineer our Sites or information contained in or on same or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
5. It is strictly prohibited to promote any Invokee offers through spam, content locking and other deceitful tactics. This includes, but is not restricted to: spam (via email, forums, comments and instant messenger), blind leading, direct-to-form promotion, link code hack and unauthorized landing page alteration. If you are not sure if your promotional tactics go against our TOS, please speak to your affiliate manager.
6. It is strictly forbidden to use sub-affiliation on Invokee unless you have a written and signed agreement by an authorized representative of Invokee.
7. We reserve the right to terminate or otherwise modify any Referrer accounts that have not generated new hits nor leads for more 90 days or for any reason deemed valuable by Invokee.
8. We reserve the right to terminate any account that has been inactive for more 12 consecutive months, all amounts owed will be forfeited upon termination due to inactivity.
9. Furthermore, you hereby agree:
   1. to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon the our brands on search engines (e.g., google.com, yahoo.com and bing.com);
   2. to refrain from purchasing, bidding on, or otherwise obtaining any domain names or URL’s that incorporate or are confusingly similar to any of our trademarks, service marks, or URLs including, but not limited to words or URLs such as “Invokee”, or any other related trademarks, service marks, or URLs as determined by us;
   3. to not use or place our brands on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious;
   4. not to use our brands in any manner that is disparaging or that otherwise portrays us or our entities in a negative or misleading light;
   5. not to create a website or web page that uses our brands in a manner that is likely to be confused (e.g., similar designs, graphics, look and feel) with one or more websites operated by the any and all of our entities;
   6. not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;
   7. not to use, register or file an application to register a trademark, service mark, domain name, user name, account name or other proprietary designation incorporating our brands, or any variation of our brands, whether they are used alone, in part, or in combination with other words (e.g., “invokeeUSA”) or are based upon typographical errors or misspellings (e.g., “invoke”, “invoke”, etc.) (“Prohibited Designation”); and to notify us promptly upon becoming aware of any improper use of our brands and reasonably cooperate with us (at our request) in the protection of our brands. (for a list of our brands and TM please contact your affiliate representative)

5.10 The Parties shall comply with the CAN-SPAM. Violation of the CAN-SPAM ACT may lead to civil and criminal penalties. In case of the infringement of the CAN-SPAM ACT the Agreement will be immediately terminated.

5.11 The Affiliate shall comply with any applicable industry best practices, code of ethics and/or guidelines set forth by relevant authorities, such as consumer and market authorities (including, but not limited to the Canadian Ad Standards, the US Federal Trade Commission (FTC) or any similar authority in all relevant or applicable jurisdictions).

5.12 Both Parties do, and at all times during the term of this Agreement will, operate their business and websites – including without limitation the Invokee’s website and the Affiliate’s websites in strict compliance: (i) with all laws and regulations applicable to their business to the highest legal and ethical standards; and (ii) with all of the rules and regulations issued from time to time by governments, legal entities, credit card organizations and others.

5.13 The Affiliate states that the websites he promotes does not contain any content which depicts or involves (i) child pornography, (ii) any photographs or performances of a sexual nature depicting persons who are less than eighteen (or twenty-one in places where eighteen is not the age of majority) at the time that they render their performances, (iii) use the terms “pre-teen”, “lolita”, “pedo” or “peda”, (iv) any matter that can be freely accessed and viewed by persons under the age of eighteen (or twenty-one in places where eighteen is not the age of majority) and which would constitute harmful matter or an indecent communication if accessed or viewed by such persons, (v) The Affiliate shall not target any person who is under the legal age, nor target any restricted jurisdictions where the products offered and the promotion thereof are illegal; or (v) any message or communication of any kind which is harmful, violent, threatening, abusive or hateful