TERMS OF SERVICE

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into between DDW Corp. Limited which brand name is byOffers ("byOffers" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become byOffers affiliate. The terms and conditions contained in this Agreement apply to your participation with byoffers.com ("Affiliate Program"). By submitting an application at byOffers program or participating in each Affiliate Program offer (an "Offer"), you expressly consent to all the terms and conditions of this Agreement.

I. Affiliate Program Application

1. You must submit an Affiliate Program application placed on http://byofferspartners.hasoffers.com/signup/ with valid information about you and your traffic sources. You must accurately complete the application to become an affiliate, and not use any aliases or other means to mask your true identity or contact insertBeforermation. You also agree to update your byOffers account information when it is required or requested.

2. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program by email, generally within three (3) business days. We may accept or reject your application at our sole discretion for any reason, including but not limited to the reason that we believe your traffic sources or promotional methods are unsuitable for our Affiliate Program.

3. Be informed please, that multiple accounts at byOffers from one and the same publisher are forbidden; in case we find out, that one publisher has registered more than 1 account at byOffers, we preserve right to block all the accounts of this publisher, and revenue generated by these accounts can be forfeited.

4. Once you are accepted into the Affiliate Program, you will be able to participate in byOffers according to the terms and conditions of this Agreement. You should also note, that if you are accepted to participate in the Affiliate Program and your traffic sources are thereafter determined to be unsuitable based on the Advertiser’s restrictions, we may terminate this Agreement and your participation in byOffers without payment of any commission to the Affiliate.

II. Affiliate Obligations and Warranties

1. You warrant that all information submitted in your application and Affiliate Account is trustworthy, complete, and up to date.

2. You possess the legal right and ability to enter into this Agreement, and that you are over 18 years old.

3. You have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

4. If you represent an affiliate network, you warrant that have bound your affiliates to the same conditions and restrictions as you are bound to under this Agreement.

5. You will not use the site of byOffers Affiliate Program for any purpose that is unlawful or prohibited by this Agreement.

III. Payment and Commissions

1. We will pay Affiliate for each Qualified Action ("Commission"). A "Qualified Action" means an individual person ("User") who accesses the Program Website via the Link, where the User is not computer generated (not a robot, spider, computer script) or other automated, artificial User to appear like a real live person, and that no pre-populated fields or stolen data were used by this User, and the information about the User is not fraudulent, incomplete, unqualified or a duplicate.

2. We will pay for qualified Commissions earned monthly on Net20 terms, which means in 20 days after the month end, provided that your account is currently has no less than $200. Accounts with a balance of less than $200 will roll over to the next month, and will continue to roll over monthly until $200 is reached. We reserve the right to freeze the payment, decline conversion, or completely block a dishonest affiliate in case we detect that Affiliate performed any kind of fraudulent activity.

3. For all Affiliate Programs where the payable action is a sale (i.e. Pay Per Sale and Pay Per Trial) we reserve the right to do the following: if an Affiliate is paid for a given Action but the respective sale is refunded afterwards we can deduct the commission amount paid for this Action from any future commission due to the Affiliate.

4. Payment for Commissions is dependent upon Clients providing such funds to us, and therefore, you agree that we shall only be liable to you for Commissions to the extent that we have received such funds from the Clients. You hereby release byOffers from any claim for Commissions if byOffers has not received such funds from the Advertiser, whose offers you promoted. In case of conversions rejection by Advertiser, Byoffers affiliate program should provide report to the Publisher about the conversions, which are treated as non-qualified.

5. All Commissions are to be paid according to the tracking statistics at byOffers Affiliate Network. byOffers shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to byOffers in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice.

6. All Commissions will be paid in USD currency.

7. Payments shall be released via Paypal, Paxum, or Wire Transfer.

IV. Restrictions

1. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program are not illegal, do not infringe upon the intellectual property or personal rights of any third party and do not contain or link to any material which is harmful, threatening, defamatory, obscene, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that byOffers informs you that it considers objectionable (collectively, "Objectionable Content").

2. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by byOffers or Client, or as required by applicable laws regarding such Offers.

3. Make sure to not place byOffers ads on any online auction platform (i.e. eBay, Amazon, etc).

4. It is strictly prohibited to promote any byOffers 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 terms, please speak to your affiliate manager.

V. Fraud

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud, or stolen data of any kind. byOffers shall make all determinations about fraudulent activity in its sole discretion.

VI. Confidentiality

1. Each party shall hold in confidence all confidential information obtained from the other party. Neither party shall disclose any information not of a public nature concerning the business or properties of the other party which it learns as a result of negotiating or implementing this Agreement, this includes individual payout amounts.

2. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

VII. Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

You may not alter, modify, manipulate or create derivative works of the Links or any byOffers graphics, creative, copy or other materials owned by, or licensed to, byOffers in any way. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of byOffers's trademarks, service marks, copyrights, patents or trade secrets. You agree that byOffers may use any suggestion, comment or recommendation you choose to provide to byOffers without compensation.

All rights not expressly granted in this Agreement are reserved by byOffers.

VIII. Termination

This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice.

Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all byOffers or Client intellectual property, and will cease representing yourself as a byOffers or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

IX. Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to byOffers for approval by sending it to your byOffers representative and upon receiving written approval from byOffers of your email the email may be transmitted to third parties.

It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon byOffers's approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon byOffers's approval.

X. Modifications

In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, byOffers may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from byOffers to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

XI. Disclaimers

The affiliate program and links, and the products and services provided in connection therewith, are provided to affiliate "as is". except as expressly set forth herein, byoffers expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. byoffers does not warrant that the affiliate program or links will meet affiliate's specific requirements or that the operation of the affiliate program or links will be completely error- free or uninterrupted. byoffers expressly disclaims any liability for any act or omission of a client or their products or services. byoffers does not guarantee that affiliate will earn any specific amount of commissions.

XII. Limitation of Liability

In no event shall byoffers be liable for any unavailability or inoperability of the links, program web sites, technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind beyond the reasonable control of byoffers. in no event will byoffers be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not byoffers has been advised of the possibility thereof.

XIII. Miscellaneous

1. Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by byOffers to enforce the terms of this Agreement.

2. This Agreement contains the entire agreement between byOffers and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that byOffers shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether byOffers "clicks through" or otherwise indicates its acceptance thereof.

3. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.

If you have any questions or wish us to clarify any of these points, please email us an partners@byoffers.com