Publisher Terms and
Acceptable Use Policy

The Program

Thank you for applying to be a LinkUp Publisher. This agreement between You ("Publisher") and JobDig, Inc ("LinkUp") sets out the terms and conditions ("Terms and Conditions") applicable to your participation in the LinkUp Publisher Program (the "Program"). In return, LinkUp grants you a personal, non-transferable and non-exclusive limited license to access and use the Program. General details of the Program are described on: www.linkup.com/developers/.

LinkUp shall have ultimate control and absolute approval to whether or not it accepts a particular site for participation in the Program. Sites will be considered ineligible if they do not conform with the terms in the "Acceptable Use" section listed below. All Publishers must be 18 years of age. All information submitted to LinkUp must be true and accurate.

Publishers

Any job data, branding, logos, messaging, or other elements supplied by LinkUp to Publisher ("Published Content") shall only be listed on the URLs supplied by Publisher and approved by LinkUp ("Approved URLs"). Publisher agrees to advise LinkUp of any changes to the type of content offered on Approved URLs. At any time and for any reason LinkUp has the right to disable or suspend distribution of Published Content on Approved URLs.

Payments

Publisher shall receive payment related to the revenue actually received by LinkUp ("Paid Search Revenue") with respect to valid clicks in relation to Published Content displayed on Approved URLs, in each case as determined by LinkUp for its participants in the Program in its sole discretion. Revenue earned by Publisher will be equal to 50% of the Paid Search Revenue earned by LinkUp. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher's behalf. In addition, if LinkUp is responsible for refunding revenue to a job sponsor or other advertiser because of artificial and/or fraudulent impressions or clicks, then Publisher shall refund the share of that revenue paid to Publisher.

LinkUp shall pay Publisher within 30 days of the end of each calendar quarter; provided the amount owing to Publisher is at least fifty US dollars ($50). If the amount owing to Publisher is less than $50, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least fifty US dollars ($50). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account.

LinkUp may withhold any and all payment if Publisher is in breach of any Terms and Conditions and LinkUp shall have no further liability to Publisher.

Acceptable Use

a. Unauthorized Websites. Published Content may not be published on, or linked by Publisher from, any website that: (a) is under construction, incomplete or non-functioning; (b) contains material that infringes on copyrights of others; (c) contains pornographic or obscene material; (d) promotes spam; or (e) is in violation of any applicable law, or promotes any illegal goods, services or activities; or (f) engages in any other activities, whether lawful or unlawful.

b. Location and Delivery of Program Elements: Publisher shall not serve: (i) more than one Published Content on any single Web page without prior authorization in writing from LinkUp; (ii) any Published Content on a Web page that does not contain substantial content other than the Published Content; or (iii) any Published Content on a page published specifically for the purpose of showing ads, irrespective of the page content. Publisher shall not serve Published Content on, or link to web pages that contain Published Content from, any: (a) downloadable software application without the written consent of LinkUp; (b) software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation; (c) Web site that is not directly controlled by Publisher; (d) Web site that also contains other advertisements or services from any search engine for jobs that directly competes with LinkUp (job boards whose search results primarily consist of paid job listings are not considered competing); or (e) newsgroups, message boards, emails, link farms, counters, chatrooms, guestbooks, domain parking websites, pop-ups or pop-unders. Any use of LinkUp's XML Application Programming Interface ('API') by Publisher shall be solely in accordance with the guidelines stipulated by LinkUp for use of the API which may include informational requirements, or restrictions on sizes of requests, frequency, and query complexity.

c. Prohibited Activities. Publisher shall not: (a) modify the Published Content without written consent from LinkUp; (b) place notices in proximity to any Published Content to encourage or require users to click on or use the services (Publishers may, however, state: 'click here to visit our sponsor' or 'to visit our advertiser, click here'); (c) label Published Content with text other than 'powered by LinkUp' or 'ads by LinkUp' or include any text in proximity to the Published Content that could be confused with, or be associated with Published Content; (d) use deceptive or unnatural means to draw attention to or incite clicks or use of Published Content; (e) require users to click on a Published Content prior to entering a Publisher website or any area therein or provide incentives of any nature to encourage or require users to click on or otherwise use Published Content; (f) engage in any method to artificially and/or fraudulently inflate the volume of impressions or clicks associated with Published Content or other sponsored advertising, including but not limited to: repeated manual clicks; the use of robots or other automated query tools and/or computer-generated search requests; automatic redirecting of users; using pop-up windows or any other technique of generating automatic or fraudulent (as determined by LinkUp, acting reasonably, based on industry practices) click-throughs and/or impressions; (g) use frames, or otherwise alter the user experience, when a user clicks through to another website from the LinkUp job search results; (h) redistribute the job search results or any part thereof to any third party, other than the provision of the job search results on Publisher's website to the end users of that website that generated it; or (i) store or sell any job search content.

d. Security If LinkUp provides an Publisher with a password, API key or other security device to obtain access to Published Content or any non-public area of LinkUp's web site or system, that Publisher shall maintain the confidentiality of that password, API key or other security device, not share it or access to any such non-public areas with any third party, or use it for any unauthorized purpose.

e. Data Exclusion LinkUp reserves the right in its sole discretion to determine whether to exclude certain job content from the search results provided to Publishers, including, without limitation, if the job publisher specifically requests exclusion.

f. Law Enforcement Cooperation LinkUp will cooperate with law enforcement and other authorities in investigating claims of illegal activity or suspected illegal activity, including, but not limited to, fraudulently inflate the volume of impressions or clicks. Publisher shall cooperate with LinkUp in any corrective action that LinkUp deems necessary to correct and prevent impermissible use of the Published Content, including without limitation, providing LinkUp with all information necessary to investigate the suspected party.

Termination

Agreement and participation in the Program may be terminated at any time by sending an email to support@linkup.com.

Upon termination, Publisher shall immediately remove all Published Content from all pages of its site(s). After termination, all Publisher URLs previously considered to be Approved URLs will not longer be.

Confidentiality

Publisher shall not disclose any information outlined in this Agreement or that would be considered private LinkUp information (this includes, but is not limited to: (a) LinkUp software, documentation, and technology related to the Program, (b) monetary payments by LinkUp to Publisher, (c) per-click payment data, or (d) any information discussed between Publisher and LinkUp) without LinkUp's prior written consent

LINKUP'S PROVISION OF THE PROGRAM AND PUBLISHED CONTENT (THE 'SERVICE') IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LINKUP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LINKUP MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET PUBLISHER'S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

LINKUP SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL LINKUP'S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THESE TERMS AND CONDITIONS.

Miscellaneous

(i) LinkUp reserves the right to change the Terms and Conditions at any time.
(ii) Publisher grants LinkUp permission to refer to Publisher and its Websites in its marketing materials.
(iii) These Terms and Conditions and any dispute arising from participation in the Program shall be governed according to the laws of the State of Minnesota.