This Agreement contains the complete terms and conditions that apply to your participation as a Publisher for UM DIRECT PTY LTD (hereinafter, "The Company," "we" or "us"). As used in this Agreement, "you" or "your" means the “The Publisher”.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND UM DIRECT/UPSDIDE. (WHERE UMDIRECT IS REFERRED TO, THIS WILL AUTOMATICALLY REFER TO UPSIE.DIGITAL BEING ONE AND THE SAME COMPANY
BY SIGNING THIS AGREEMENT YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND
CONDITIONS SET FORTH AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS PUBLISHER AGREEMENT AND THAT
YOU AGREE TO BE BOUND BY THE TERMS HEREOF. YOU CANNOT BECOME A BECOME OR REMAIN A PUBLISHER OF THE UM
DIRECT NETWORK UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF.

Enrolment as a Publisher

After you have completed your Publisher application at http://upsidelead.com/ your application will be reviewed by
an account manager at UM Direct. We will evaluate your application in good faith and will notify you of your acceptance or
rejection within 5 business days. The Company may reject your application for any reason at our sole discretion.

Campaign Promotion

We will make available to you via the offer any graphics and textual links to the Advertisers Web Site and/or other creative materials which you may display on web sites owned or controlled by you and clearly identified as
coming from you and in online advertisements. You may use any form of promotion you choose, consistent with the terms and conditions of the offer.


Any activity by you or on your behalf that we determine or reasonably suspect is NOT consistent with the Campaign terms and conditions may result in your immediate termination from the UM DIRECT Network and your forfeiting of monies for that
particular campaign.

Any activity by you or on your behalf that we determine or reasonably suspect to be the result of unsolicited sources, will result in your immediate termination from the UM DIRECT Network and your forfeiting of monies otherwise due you hereunder.

Publishers are under no circumstances allowed to use a merchant name or URL in Google Ad words. UM Direct and its merchants do NOT allow publishers to buy keywords which are protected by copyrights, trademarks or brand names. Any publisher in breach of these guidelines will have their commissions reversed and account suspended.

No Poaching

If you are found to be approaching any UM Directs clients for the purpose of soliciting business for you own means, this will result in your immediate termination and forfeit of all funds owing WITHOUT question.

No Fraud

UM Direct has a strict no Fraud policy. Failure to comply will result in your immediate termination and forfeit of all funds owing WITHOUT question.

Privacy, Copyright & Spam

You shall also be responsible for ensuring that materials posted on your site do not violate or infringe upon any laws or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on your site are not libellous or otherwise illegal. You must have express permission to use another parties copyrighted or other proprietary material. UM Direct will not be responsible if you use another parties copyrighted or other proprietary material in violation of the law.

In your promotional efforts you agree to adhere to Australia’s Privacy Policies March 2014, and follow
guidelines laid down in the 2003 Anti Spam Act (“the Act”) which is in force. All emails sent in connection with the offer must include the appropriate party's opt‐out link. Failure to comply and/or violations of internet user’s privacy will result in your immediate termination and forfeit of all funds owing.

Payment

Commissions due and owing will be automatically paid to you, if you are over the AU$50 threshold, after 60 days 
(AU$500.00 for members outside Australia).

You will NOT be required to submit an invoice as these will be automatically generated by UM Direct. You can gain access invoice and payment information within your account login.

Payment for Commissions is dependent upon Clients providing such funds to UM Direct, and therefore, you agree that UM Direct shall only be liable to you for Commissions to the extent that UM Direct has received such funds from the Clients. You hereby release UM Direct from any claim for Commissions if UM Direct has not received such funds from the Clients.

Term

The term of this Agreement will begin upon our acceptance of your Publisher Application and will end when terminated by either party. This publisher agreement will be deemed approved and will be adhered to by the publisher, upon application.

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e‐mail, to your e‐mail address in our records, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned.

Modifications

UM Direct may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion.
Notice of any change by e‐mail, to your address on our records, or the posting on our site of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement.
Your continued participation in the Affiliate Network, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.

Warranties

You and UM Direct are independent, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You may NOT make any defamatory comments, statements or emails about our network, its operations, tracking and fraud management to any merchant or other affiliate networks.
We make no representation that the operation of our site will be uninterrupted or error‐free, and we will not be liable for the consequences of any interruptions or errors.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation; enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, UM Direct represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to UM Direct’s own business operations or UM Direct’s proprietary products or services.

Indemnification

You hereby agree to indemnify, defend and hold harmless UM Direct, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys` fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "losses"), insofar as such losses (or actions in respect thereof) arise out of or are based on

• any claim or threatened claim that our use of your trademark(s) infringes on the rights of any third party;
• the breach of any promise, covenant, representation or warranty made by you herein;
• or any claim related to your site. • or any breach of law, intended or otherwise. This includes the Australian Privacy Policy, SPAM laws, plus any other law which may be residing at the time.