AFFILIATI NETWORK ADVERTISER TERMS AND CONDITIONS

These Affiliati Network Advertiser Terms and Conditions (these Terms), together with the
Insertion Order(s) (collectively referred to as the Agreement), shall govern the relationship between The
Affiliati Network, Inc. (Affiliati Network) and both the Advertiser and Guarantor, as identified herein, whose
signatures appear below.

1. Welcome. Affiliati Network manages a private affiliate network of various websites, relationships, and
exclusive partnerships that allow Affiliati Network to carry out successful digital advertising and affiliate
marketing services for its advertiser clients and affiliates. Advertiser wishes to acquire, and Affiliati
Network wishes to provide, Affiliati Networks services, subject to Advertisers and Guarantors
agreement to be bound by these Terms, the Insertion Order(s), and any further terms to which the
parties may agree. Accordingly, the Parties agree as follows:

2. Definitions. The following terms idenfitied in these Terms and the Insertion Order(s) shall have the
following definitions:

a. Advertisement or Ad means the Advertising Content for an Offer or Campaign that is to be

published or is published on behalf of the Advertiser on the Network.
b. Ad Content or Advertising Content means any and all creative and substantive materials or
content provided by the Advertiser in connection with the Services.
c. Advertiser You or Your means the individual or entity that has entered into these Terms and
the Insertion Order(s) with Affiliati Network, that seeks to drive online users or consumers to its
website(s) or application(s).
d. Affiliati Network means The Affiliati Network, Inc., which is the entity identified in this
Agreement that is providing the Services to Advertiser.
e. Agreement means collectively these Affiliati Network Advertiser Terms and Conditions,
together with all Insertion Order(s) submitted and executed by Advertiser.
f. Cap means any agreed upon limit placed on the Services, including, but not limited to, the limit
of the number of conversions, actions, clicks, leads, calls, views, or sales generated.
g. Click-Thru means when an internet user clicks on an Advertisers Ad banner, coupon
redemption, link, or action directing him/her to a landing page or website.
h. Commission or Payout means the amount due to Affiliati Network by the Advertiser for the
Services, pursuant to the specific payment terms set forth in the Insertion Order(s).
i. Conversion means each independent sale, registration, transaction, lead, conversion, call,
view, or action, as determined in the applicable Insertion Order(s).
j. Co-Registration means the process of collecting orders, authorizations, opt-ins, or
acceptances for multiple offers, products, services, subscriptions, or marketing communications
from a customer in a single registration event.
k. Cost-Per-Action or CPA means a fee for all leads or conversions delivered by Affiliati
Network or an authorized Publisher. Such fees will be based on the number of leads or
conversions received from all of your Ads, multiplied by the cost per lead or conversion, which
shall be computed according to Affiliati Networks rules applicable to the program that you
selected, as stated in these Terms or in any Insertion Order(s).
l. Cost-Per-Click or CPC means a fee for all Click-Thrus on your Ads. Such fees will be based
on the number of Click-Thrus on all your Ads, multiplied by the cost of each of your Click-Thrus
as identified in the Insertion Order(s), which shall be computed according to Affiliati Networks
rules applicable to the program that you selected, as stated in these Terms or in any Insertion
Order(s).

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m. Cost-Per-Milli or CPM means a fee for every 1,000 impressions generated from a traffic
source.
n. Display Banner means a banner advertisement placed on the internet, an application, a
website, or social media. The location of the banner on a website can either be purchased for a
limited time (media buys), or owned outright by the publisher (content sites belonging to the
publisher).
o. E-mail means a form of digital advertising that involves sending offers to prospective online
users and/or consumers via electronic mail, whether in HTML or text format, that will direct
prospective online users or consumers to an Advertisers landing page or website.
p. Guarantor means the individual principal of the Advertiser that is identified in this Agreement
as the personal guarantor of the payment obligations of the Advertiser with respect to the
amounts due to Affiliati Network for the Services provided pursuant to this Agreement and
Insertion Order(s).
q. Incentivized means a form of digital advertising by which an online user or consumer is offered
something of value, such as reward, cash, gift card, online or virtual currency, or tangible gift, in
exchange for completing an online offer, or registering or purchasing a product or services.
r. Insertion Order(s) means the written Advertiser Insertion Order(s) form that has been executed
and submitted by Advertiser to Affiliati Network that is incorporated into and governed by these
Terms. Advertiser acknowledges that it may submit more than one Insertion Order(s) to Affiliati
Network, and that each and every Insertion Order(s) shall be governed by these Terms.
s. Network means Affiliati Networks private affiliate network of websites, relationships, and
exclusive partnerships that allow Affiliati Network to carry out successful digital advertising and
affiliate marketing Services, as well as all associated Network systems and content, including,
without limitation, all text, information, images, applications, templates software and other
information, services, and materials.
t. Offer or Campaign means the Advertisers advertising offer, campaign or program aimed at
selling, marketing or promoting Advertisers own products or Services as more specifically
described in each Insertion Order(s), and which serves as the basis to drive prospective online
users and/or consumers to its landing page, website(s) or applications.
u. Parties means, collectively each of the parties to this Agreement, that is, Affiliati Network,
Advertiser, and Guarantor, as defined herein. The parties may also be individually referred to
as a party.
v. Pay Per View or PPV is defined as the traffic generated when a user views or visits a
website, and can appear via pop up, pop under, banner advertising, display and contextual
advertising, as described in the Insertion Order(s), which shall be computed according to Affiliati
Networks rules applicable to the program that you selected as stated in these Terms or in any
Insertion Order(s).
w. Pay Per Call or PPC is defined as the fee for traffic that goes through to an offer via a
telephone call or any digital voice chat or action, as described in the Insertion Order(s), which
shall be computed according to Affiliati Networks rules applicable to the program that you
selected as stated in these Terms or in any Insertion Order(s).
x. Publisher means each individual or company that serves as an internet advertising publisher
or affiliate, which maintains a proprietary relationship with Affiliati Network, and owns internet
advertising space, links, newsletters, websites, and/or opt-in email lists for the purpose of
completing digital advertising or affiliate marketing campaigns for the benefit of Advertiser.
y. Revenue Share means an allocation of profits from a Campaign between You and Affiliati
Network as agreed in the Insertion Order(s).

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 z. Search means buying traffic on a pay per click basis from a search engine by bidding on
keywords relevant to a given Offer. Traffic can be driven either directly to the Offer landing
page, or through a landing page controlled by the Publisher (which eventually links to the Offer's
landing page).
aa. Services means the digital advertising and affiliate marketing services being provided to an
Advertiser by Affiliati Network for its Offer, as defined herein and within the Insertion Order(s).
bb. Social Media means any advertisement or display banner on a social networking website or
application, such as Facebook.
cc. Survey means a website or webpage that contains an online survey and questions aimed at
gathering information from an online user or consumer, used to direct an online user or
consumer to an Advertisers Offer or webpage.
dd. Terms means these Affiliati Network Advertiser Terms and Conditions.
ee. Testimonial includes, without limitation, consumer endorsements or testimonials, celebrity or
expert endorsements, verbal statements, demonstrations, photos or other depictions of the
name, signature likes or other identifying person characteristics of an individual or the name,
logo, or seal of an organization
ff. Traffic means online data sent, transmitted, or received by users or visitors to a landing page
or website, whether derived from computers, mobile devices or any other physical or electronic
device or application.

3. Services. Affiliati Network shall provide Advertiser with the Services set forth in these Terms and in
each Insertion Order(s), subject to the following:

a. Commissions. As set forth in each Insertion Order(s), Advertiser has agreed to one of the
following digital advertising and affiliate marketing programs provided by Affilaiti Network:

i. In a Cost-Per-Action (CPA) model, the Advertiser shall pay a fee for all leads or
conversions delivered by Affiliati Network or an authorized Publisher. Such fees will be
based on the number of leads or conversions received from all of your Ads, multiplied by
the cost per lead or conversion, which shall be computed according to Affiliati Networks
rules applicable to the program that you selected, as stated in these Terms or in any
Insertion Order(s).
ii. In a Cost-Per-Click (CPC) model, the Advertiser shall pay a fee for all Click-Thrus on
your Ads. Such fees will be based on the number of Click-Thrus on all your Ads,
multiplied by the cost of each of your Click-Thrus as identified in the Insertion Order(s),
which shall be computed according to Affiliati Networks rules applicable to the program
that you selected, as stated in these Terms or in any Insertion Order(s).
iii. In a Cost-Per-Milli (CPM) model, the Advertiser shall pay a fee for each 1,000
impressions on Your Ads. Such fees will be based on each 1,000 impressions, multiplied
by the cost per 1,000 impressions as identified in the Insertion Order(s), which shall be
computed according to Affiliati Networks rules applicable to the program that you
selected, as stated in these Terms or in any Insertion Order(s).

iv. In a Pay Per View (PPV) model, the Advertiser shall pay a fee for traffic generated when
a user views or visits a website, and can appear via pop up, pop under, banner
advertising, display and contextual advertising, as described in the Insertion Order(s),
which shall be computed according to Affiliati Networks rules applicable to the program
that you selected as stated in these Terms or in any Insertion Order(s).
v. In a Pay Per Call (PPC) model, the Advertiser shall pay a fee for traffic that goes through
to an Offer via a telephone call or any digital voice chat or action, as described in the

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 Insertion Order(s), which shall be computed according to Affiliati Networks rules
applicable to the program that you selected as stated in these Terms or in any Insertion
Order(s).
vi. In a Revenue Share model, profits from a Campaign shall be allocated between You and
Affiliati Network, as described in the Insertion Order(s), and the Advertiser shall pay
Affiliati its share of the profits generated from the Campaign, which shall be computed
according to Affiliati Networks rules applicable to the program that you selected as
stated in these Terms or in any Insertion Order(s).

b. Computation of Commissions/Payouts. Advertiser shall timely pay Affiliati Network the

designated Commission for selected program set forth in Section 3(a) above and as described
in the Insertion Order(s), for each applicable Conversion delivered by Affiliati Network and its
Publishers. The total fees will be based on the number of each applicable Conversion received
from all of Advertisers Ads, multiplied by the applicable commission or payout rate, which will
be described and set forth in Affiliati Networks invoices.

c. Tracking and Reporting by Advertiser. Although Affiliati Network will track all applicable
conversions, actions, clicks, leads, calls, views, or sales, Advertiser shall accurately track all
applicable conversions, actions, clicks, leads, calls, views, or sales, and make such tracking
records available to Affiliati Network at all times, incluiding after the termination of the Services.
Advertiser understands and agrees that Affiliati Network shall invoice Advertiser using the
higher of the numbers tracked by Affiliati Network or tracked by Advertiser, and Advertiser
agrees to pay for all amounts as invoiced. Within five (5) days after the end of each traffic
period, Advertiser shall provide Affiliati Network with the total number of conversions, actions,
clicks, leads, calls, views, or sales Advertiser has tracked, as applicable, generated by Affiliati
Network and its Publishers in the previous traffic period.

d. Cap or Limitation of Services. If applicable to Your Campaign, Affiliati Network may cap or limit
the Services, including, but not limited to, the number of conversions, actions, clicks, leads,
calls, views, or sales generated (Cap). The amount of such Cap shall be set forth in the
Insertion Order(s), and may be requested by the Advertiser or set forth by Affiliati Network, in its
sole discretion. If Advertiser wishes to modify or lift the agreed upon Cap after the execution of
the Insertion Order(s), Advertiser shall notify Affiliati Network of its desire to lift or modify such
Cap in writing, and the parties shall execute a new Insertion Order specifying the new Cap in
order for the Cap to become effective on the campaign. If no Cap is set forth in the Insertion
Order(s), then there shall be no limit on the Services, including, but not limited to, the number of
conversions, actions, clicks, leads, calls, views, or sales generated to be provided by Affiiliati
Network under this Agreement. Notwithstanding the foregoing, as set forth in Section 4 herein,
Affiiliati Network shall have the sole discretion and right to suspend Your Campaign, in addition
to its right to place a Cap on the Services under this provision.

4. Payment, Claims or Disputes, and Refunds.

a. Payment. Advertiser shall timely submit payment or prepayment for all amounts due to Affiliati
Network for the Services in accordance with the Insertion Order(s) and these Terms. Unless
otherwise stated in the Insertion Order(s), Affiliati Network shall issue invoices to Advertiser
each month, and Advertiser shall pay all such amounts invoiced to Affiliati Network within fifteen
(15) days of the date listed on each invoice. Advertiser shall make all payments hereunder by
cash, cash equivalents, wire transfer, check, or by any other payment method agreed to by the
parties in writing, and in US dollars. Advertiser shall pay interest on all late payments at the
lesser of the rate of 1.5% per month or the highest rate permissible under applicable law,
calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in
collecting any late payments, including, without limitation, attorneys' fees. In addition to all other
remedies available under this Agreement or at law (which Affiliati Network does not waive by the

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 exercise of any rights hereunder), Affiliati Network shall be entitled to immediately suspend or
pause the performance of any Services without notice if Advertiser fails to pay any amounts
when due hereunder. Advertiser shall not withhold payment of any amounts due and payable by
reason of any set-off of any claim or dispute with Affiliati Network, whether relating to Affiliati
Network's alleged or actual breach, nonperformance, or otherwise. Affiliati Network may at
anytime request that Advertiser prepay all or any portion of the amounts due to Affiliati Network
hereunder for Services, and Advertiser agrees to submit such prepayments upon request.

b. Claims or Disputes. Advertiser acknowledges that Affiliati Network and its Publishers incur great
expense to carry out the Services on behalf of Advertiser. Publishers maintaining a relationship
with the Affiliati Network have agreed to carry and complete advertising Offers or Campaigns on
their internet advertising space, links, newsletters, websites, and/or opt-in email lists and are
paid a commission by Affiliati Network generated from your Campaign(s). Accordingly,
Advertiser shall timely submit in writing notice any claims or disputes it may have with respect to
the Services or any charge to Advertisers account, to Affiliati Network within fifteen (15) days of
the date on which such claim or dispute arose, or the date of such charge or invoice. Advertiser
shall then allow Affiliati Network thirty (30) days from the date on which Affiliati Network receives
Advertisers written notice to cure such claim, dispute, charge, or invoice. Otherwise, Advertiser
shall be deemed to have waived any such claim or dispute, and such charge or invoice will be
final and not subject to any dispute.

c. Refunds. All funds paid or due to Affiliati Network by Advertiser for the Services are
nonrefundable. Unless expressly set forth in writing in an Insertion Order, Advertiser
understands and acknowledges that Advertisers obligations to pay Commissions to Affiliati
Network for the Services are not contingent upon retention rates, rebill rates, charge backs,
refunds, fraud, fulfillment of goods or services by Advertiser, or the overall success of the
Advertisers Ad campaign.

5. Fraud. Advertiser acknowledges that there is a potential for fraud by third parties which is outside the
control of Affiliati Network. Advertiser further understands Affiliati Network implements policies and
procedures to reduce and combat against fraud, and that should Affilaiti Network discover any fraud, it
reserves the right to immediately terminate the Services and this Agreement, if necessary, in addition to
pursuing any additional legal remedies. Affiliati Network enforces strict processes to combat fraud,
however without sufficient proof of fraud, as determined by Affiliati Network, Advertiser shall remain
obligated to pay Affiliati Network in full for all Services performed under this Agreement,
notwithstanding any alleged, potential or actual fraud committed by any third parties.

6. Advertisers Responsibilities, Representations, Warranties, and Covenants.

a. Submission of Ads. Advertiser shall develop all Ad Content. Advertiser shall submit all
information and Advertisements in the form requested by Affiliati Network and in accordance
with the specifications and policies set-forth by Affiliati Network, prior to publication. Affiliati
Network will not be required to publish any Advertisement that is not in accordance with its
policies or specifications, or which it offensive or violates any law. You are solely responsible for
the Ad Content and your Advertisements. Affiliati Network shall not be responsible for
Advertisers websites, pages, or applications including, but not limited to, maintenance of your
websites, pages, or applications, order entry, customer Services, payment processing, shipping,
fulfillment of orders, cancellations or returns. Neither Advertiser, nor the Ads or Ad Content shall
violate any and all rights of any third party with respect to the Ads or Ad Content, including any
intellectual property rights, copyrights, marks, names, or brands. Ads or Ad Content shall not
include content that is deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to
comply with applicable federal and state consumer protection laws, regulations, and guidelines.

b. Compliance. At all times Advertiser shall comply with all applicable laws, statutes, ordinances,
regulations, and legal guidelines (collectively, "Laws") including, without limitation, those Laws

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 governing their Ad Content, Ads, false or deceptive advertising, cybersquatting, intellectual
property, privacy, and publicity rights, including but not limited to, The Uniform Deceptive Trade
Practices Act or other similar legislation in effect in every jurisdiction in which You do business,
the Federal Trade Commission Act ("FTC Act"), Federal Trade Commission ("FTC") regulations
and guidelines implementing the FTC Act, the regulations and guidelines of the FTCs state and
local equivalents, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the
FTC's Telemarketing Sales Rule, the Federal Reserve Board's Regulation E, Federal
Communications Commission regulations and guidelines, including Mobile Marketing
Association guidelines, and FTC Guides Concerning the Use of Endorsements and
Testimonials in Advertising, all as amended from time to time.

c. Authority. Advertiser represents and warrants that Advertiser is qualified and licensed to do
business and is in good standing in every jurisdiction where such qualification and licensing is
required for purposes of this Agreement; Advertiser has the full right, power and authority to
enter into this Agreement and to perform its obligations hereunder; Advertiser has taken all
necessary corporate action to authorize the execution of this Agreement by its representative
whose signature is set forth at the end hereof and who is authorized to bind Advertiser to all
terms of this Agreement; and when executed and delivered by Advertiser and/or Advertisers
representative, this Agreement will constitute the legal, valid and binding obligation of Advertiser
enforceable against it in accordance with its terms.

d. E-mail Campaigns. Advertiser may publish E-mail advertising campaigns only to addressees or
recipients who have agreed in advance to opt-in and receive such transmissions from the
Publishers at the e-mail address to which the e-mail is sent. Immediately upon Affiliati
Networks request, Advertiser shall provide to Affiliati Network the name, date, time, and IP
address of a recipient of an offer in an E-mail advertising campaign. Advertiser is solely
responsible for all complaints, claims, or losses related to E-mail campaigns and Advertiser
shall respond to all such complaints within forty-eight (48) hours of notification from any
recipient or other party on the recipients behalf.

i. Suppression List. Advertiser shall update Advertisers suppression list no less than two
(2) times per week during the E-mail campaign. Advertiser additionally agrees to: (a) use
the suppression list solely for the suppression purposes set forth herein; (b) use the
suppression list to remove any and all e-mail addresses contained therein from receiving
future commercial e-mail messages; (c) follow all procedures set forth in this Agreement
with regard to the suppression list; and (d) not use the suppression list for any purpose
related to or in connection with e-mail marketing or appending, except pursuant to the
terms and conditions specifically contained in this Agreement.

ii. Delivery of E-mail. Advertiser will ensure that subject and from lines used in any email
communications are truthful and non-misleading and do not otherwise violate the CAN-
SPAM Act or any other federal and state consumer protection laws and regulations and
do not infringe on the intellectual property rights of any third party. Advertiser shall
disclose in all E-mail campaigns that the subject e-mails are commercial transmissions.
Advertiser additionally agrees that it shall not do any of the following in connection with
the delivery of any E-mail campaign hereunder: (a) engage in any conduct to circumvent
or attempt to circumvent spam filters or blacklists; (b) forge, falsify or use unrelated or
deceptive content in any part of the header or body in any manner; (c) make use of false
registrations, invalid domains and IP addresses for e-mail accounts; (d) use third party
brand names, trademarks, copyrights or other intellectual property in any part of the
header or body; or (e) relay or retransmit e-mail for any purpose from a computer or
computer network that was accessed without authorization.

iii. Opt-Out. Advertiser agrees that: (a) Advertiser will ensure that each email message
includes (i) clear and conspicuous notice of the recipients right to opt-out of receiving

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 future commercial messages from the Advertiser; and (ii) a functional electronic
mechanism that the recipient can use to make such an opt-out request, in compliance
with the requirements of the CAN-SPAM Act and Federal Trade Commission regulations
and guidelines implementing the CAN-SPAM Act; (b) the recipient shall not be required
to make any payment or submit any personal information in order to opt-out; and (c) in
the event that Affiliati Network receives a complaint from any recipient of any e-mail sent
by Advertiser, upon Affiliati Networks request, Advertiser shall immediately provide
Affiliati Network with appropriate records to verify such recipients consent to receive e-
mail from Advertiser.

e. Search Campaign. An Advertiser who operates a Search campaign shall not: (a) use any Affiliati
Network trademarks, brand names, website addresses, or any variation thereof in the display
URL; (b) mask Affiliati Networks URLs with a different URL; (c) bid on any term set forth in the
Search campaign supplemental list provided by Affiliati Network; (d) use language such as
Official Site or Official Store in keyword descriptions; (e) use the registered trademark symbol
unless authorized in writing by Affiliati Network or the owner of such symbols; (f) engage in
search engine spam, masking, doorway pages, cloaking or direct linking; (g) use terms that
reflect negatively on Affiliati Network brands or marks (e.g., Cheap, Bargains, Wholesale,
Discount, etc.); (h) utilize pop-up or pop-under technology to promote Company products
without prior written authorization; (i) make any representations, warranties, claims, or other
statements concerning Affiliati Network or any of Affiliati Networks Offers, products, Services or
policies except as approved or provided by Company; or (j) use any third party brand names,
trademarks, copyrights or other intellectual property in the search campaign without express
and written authorization of such third party, which must be provided together with the Insertion
Order(s) prior to initiating any advertising campaign with Affiliati Network.

f. Exclusivity. If the Insertion Order(s) is marked Exclusive, then Advertiser agrees that Affiliati
Network shall be the exclusive affiliate network for that campaign, offer, or program and
Advertiser shall not contract for affiliate marketing with any other digital advertising and affiliate
marketing agency for that campaign, offer, or program.

7. Prohibited Uses. Advertiser shall not use Affiliati Networks Services or the Network in any way to:

a. offer points, rewards, cash, prizes, contest entries, or other incentives to consumers in return for
their response to any Advertisement;

b. use any method to generate impressions, clicks, or transactions that are not initiated by the
affirmative action of the consumer;

c. run any Advertisement containing Co-Registration;

d. transmit any fraudulent, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar,
obscene or otherwise objectionable material of any kind, as determined by Affiliati Network;

e. transmit any matieral which contains, promotes, or has links to profanity, sexually explicit
materials, hate material, libelous or defamatory material, or material that promotes promote
violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation,
age, or family status, or any other material deemed by Affiliati Network to be unsuitable or
harmful to the reputation of Affiliati Network;

f. promote or reference illegal activities including, without limitation, the promotion of gambling,
illegal substances, software piracy, or hacking;

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 g. run any Advertisement where Advertiser is labeled as an official site or similar designation or
include any other designation indicating the Ad is an official advertisement or web site of the
Advertiser;

h. violate or infringe the personal rights, trademarks, copyrights, patent rights, Services marks,
trade dress, logos, publicity rights, or any other intellectual property right of any third party;

i. send spamming, chain letters, junk mail or distribution lists to contact any person who has not
given specific permission to be included in such;

j. send communications to a wireless device via text message;

k. send Advertisements via facsimile or telemarketing (including, without limitation, by use of

prerecorded or artificial voice messages);

l. include in any Ad content any worm, virus or other device that could impair or injure any
person, entity, or equipment;

m. include in any Ad Content any Testimonial unless either (i) the Testimonial is truthful, non-
misleading, and substantiated, reflects the honest opinions, findings, and/or experiences of the
person providing the Testimonial, and otherwise complies with current Federal Trade
Commission Guidelines concerning the use of endorsements and testimonials in advertising, or
(ii) Publisher clearly and conspicuously discloses, in close proximity to the Testimonial, that the
Testimonial is fictitious and not based on the actual opinions, findings, and/or experiences of
any person;

n. include a photo or other image of any celebrity and/or testimonials purporting to have been
made by a celebrity or other individuals without having their express written consent.

Advertiser shall only use the Services for lawful purposes, in compliance with all applicable laws,
regulations, ordinances, orders, rulings, findings, guidelines, procedures, and all other applicable
requirements, including, but not limited to those issued by the Federal Trade Comission and its state
and local equivalents, The Uniform Deceptive Trade Practices Act or other similar legislation that is in
effect in every jurisdiction in which You do business, copyright, trademark, obscenity and defamation
laws. Unlawful activities may include (without limit) deceptive advertising, storing, distributing or
transmitting any unlawful material, attempting to compromise the security of any networked account or
site, or making direct threats of physical harm. You hereby agree to defend, indemnify and hold Affiliati
Network harmless against any claim or action that arises from Your use of the Services in an unlawful
manner or in any manner inconsistent with the restrictions and policies stated herein. Except as may be
expressly provided elsewhere in this Agreement or except to the extent applicable law precludes such
activities from being prohibited by contract, Advertiser shall not: decompile, reverse engineer,
disassemble or otherwise determine or attempt to determine source code or the executable code of the
Services or create any derivative works based upon the Services, or authorize any third party to do so;
rent, lease, distribute, or resell the Services, or attempt to do any of the foregoing; or obfuscate, remove
or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or
proprietary legends or other notices or markings that are on or in the Services or the related
documentation. You shall not and shall not allow anyone working on Your behalf to (i) perform any
technical security integrity review, penetration test, load test, denial-of-Services simulation or
vulnerability scan without Affiliati Networks prior written consent, or (ii) attempt to access the data of
another Affiliati Network customer.

8. Termination. Either party may terminate this Agreement, and/or any Insertion Order(s), at any time by
delivering to the other forty-eight (48) hours advance written notice of such partys intent to terminate.
No termination shall be effectictive, and this Agreement shall remain in full force and effect, until forty-
eight (48) hours after the other party receives the termintating partys notice of termination. Advertiser

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 shall continue to be obligated to pay for all Services provided to Advertiser until the end of the
termination period of forty-eight (48) hours. Upon termination or expiration of this Agreement, for any
reason, Advertiser shall:

a. Pay Affiliati Network for all outstanding amounts then due and owing in accordance with the
terms of this Agreement; and

b. Continue to perform its obligations under Sections 10, 11,12, 20, and any other provisions of the
Agreement which are to expressly survive, or that may reasonably be expected to survive, or
until termination or expiration of this Agreement.

9. Ownership of Website, Services, and Intellectual Property.

a. Advertiser Content. Advertiser and its licensors are, and shall remain, the sole and exclusive
owners of all right, title and interest in and to the Ads and Ad Content, including all Intellectual
Property Rights therein. Advertiser hereby grants Affiliati Network and its Publishers, a limited,
irrevocable, fully paid-up, royalty-free, non-transferable, non-sublicenseable, worldwide license
to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create
derivative works), import, make, have made, sell, offer to sell and otherwise exploit any of the
Ads and Ad Content solely to the extent reasonably required in connection with Advertiser's
receipt or use of the Services described herein. All other rights in and to the Ads and Ad
Content are expressly reserved by Advertiser. Upon termination or expiration of this Agreement
or the Services of Affiliati Network, for any reason, this license shall automatically and
immediately cease.

b. Approval of Advertiser Content. Affiliati Network reserves the right to approve, omit, or edit, for
content or reject any Ads or Ad Content for any reason at any time. In addition, we reserve the
right, at any time to remove any Ad Content if we determine, in our sole discretion, that the Ads
or Ad Content or any portion thereof, violates any of our policies or may result in liability to us. In
addition, Affiliati Network shall have the absolute right to reject any URL link embodied within
any Ad or Ad Content. Affiliati Networks failure to reject, cancel, approve, omit, edit, or modify
any Ads or Ad Content shall not be construed as an acceptance of the Ads or Ad Content, nor
would this negate other parts of this Agreement, specifically with respect to liability.

c. Ownership of Services and Network. Affiliati Network retains all ownership, right, and interest in
the website, Network, Services and Intellectual Property of Affiliati Network. Affiliati Networks
Services are being licensed to you, not sold, for your use in accordance with the terms and
conditions set forth in this Agreement. All marks, graphics, logos, product names, Services
marks, domain names, trademarks, dress, trade and names, in connection with Affiliati
Networks websites or Services, are the sole property of Affiliati Network. Advertiser is strictly
prohibited from using, modifying, copying or misappropriating any of Affiliati Networks
intellectual property. Upon termination or expiration of this Agreement or the Services of Affiliati
Network, for any reason, this license shall automatically and immediately cease.

10. Non-Disclosure and Confidentiality.

a. Non-Disclosure. As an advertiser with Affiliati Network, it is anticipated that Affiliati Network may
disclose or deliver to Advertiser certain trade secrets, and/or Confidential Information, as
defined herein, belonging to Affiliati Network and/or its clients, Publishers. Confidential
Information includes, but is not limited to, all proprietary or business-sensitive information,
whether oral, written, graphic, machine-readable or tangible form, and whether or not registered,
and including all notes, plans, records, documents, computer programs and software and other
evidence thereof, including without limitation all: methods, know-how, strategies, patents, patent
applications, copyrights, trademarks, trade names, Services marks, customer or client lists,
pricing policies, operational methods, marketing plans or strategies, procurement and sales

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 activities or methods, promotion and pricing techniques, credit and financial data, and other
information, data and documents now existing or to be created by Affiliati Network, regardless of
whether any of such information, data or documents qualify as a trade secret under applicable
federal or state law. Affiliati Network wishes to ensure that the information so exchanged is
treated by its advertisers in the strictest confidence, and Advertiser agrees to treat all
information Advertiser receives from Affiliati Network in the strictest confidence. Advertiser shall
hold the Confidential Information in the strictest confidence and shall not disclose the
Confidential Information to any third party without Affiliati Networks written consent. Advertiser
agrees not to disclose any Confidential Information to any unauthorized person and promise not
to use any Confidential Information for any purpose other than in connection with the subject
matter contained in this Agreement. Upon termination or expiration of this Agreement for any
reason, with or without cause, Advertiser shall immediately surrender and turn over to Affiliati
Network all proprietary and Confidential Information in Your possession.

b. Procedure. If Advertiser becomes legally compelled to disclose any Confidential Information,

Advertiser shall provide to Affiliati Network: (1) prompt written notice of such requirement so that
Affiliati Network may seek, at its sole cost and expense, a protective order or other remedy; and
(2) reasonable assistance, at Affiliati Networks sole cost and expense, in opposing such
disclosure or seeking a protective order or other limitations on disclosure. If, after providing such
notice and assistance as required herein, Advertiser remains required by law to disclose any
Confidential Information, Advertiser shall disclose no more than that portion of the Confidential
Information which, on the advice of Advertisers legal counsel, Advertiser is legally required to
disclose, and, upon Affiliati Network's request, Advertiser shall use commercially reasonable
efforts to obtain assurances from the applicable court or agency that such Confidential
Information will be afforded confidential treatment.

c. Injunctive Relief. The Parties recognize that each Party has legitimate business interests to
protect and as a consequence, each Party, and its principals, agree to the restrictions contained
in this Agreement because they further each Partys legitimate business interests. The Parties
acknowledge and agree that damages in the event of a breach or threatened breach of the
covenants contained above in this Agreement will be difficult to determine and the non-
breaching Party will not have an adequate remedy at law, and therefore the Parties agree that
they may, in addition to seeking actual damages, seek specific enforcement of the covenants
set forth in this Agreement in any court of competent jurisdiction, including, without limitation, by
the issuance of a temporary or permanent injunction, without notice and without the necessity of
a bond. The Parties agree that the covenants in this Agreement are reasonable, including
without limitation the period of time, scope, and geographical area. However, should any court
determine that any provision is unreasonable, the Parties agree that the covenants should be
interpreted and enforced to the maximum extent such court deems reasonable under applicable
law. The Parties obligations contained in this Section 10 shall survive the termination of this
Agreement for any reason.

11. Non-Circumvent. Advertiser recognizes that Affiliati Network has proprietary relationships with its
Publishers. Advertiser agrees not to circumvent Affiliati Network's relationship with such Publishers, or
to otherwise solicit, purchase, contract for or obtain Services similar to the Services performed by
Affiliati Network hereunder from any Publisher that is known, or should reasonably be known, by
Advertiser to have such a relationship with Affiliati Network. Notwithstanding the foregoing, to the extent
that Advertiser can show that any such Publishers already provided such Services to Advertiser prior to
the date of the first Insertion Order(s) executed by the Parties, then Advertiser shall not be prohibited
from continuing such relationship. Advertiser agrees that monetary damages for its breach, or
threatened breach, of this Section 11 will not be adequate and that Affiliati Network shall be entitled to
injunctive relief (including temporary and preliminary relief) without the requirement to post a bond, in
additional to any other available legal remedies or damages.

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12. Indemnification. Advertiser agrees to defend, indemnity and hold harmless Affiliati Network and its
respective directors, officers, employees, and agents from any and all losses, damages, demands,
claims, assessments, actions, deficiencies, penalties, interest, reasonable attorneys fees (including
without limitation those incurred to enforce this indemnity), and other costs and expenses (collectively
Losses), related to or incurred as a result of Advertisers actions, inactions, negligence,
Advertisements, Ad Content, Campaign, and/or Advertisers breach of any portion of this Agreement or
applicable Insertion Order(s). If any action is brought against Affiliati Network with respect to any
allegation for which indemnity may be sought from Advertiser, Affiliati Network will promptly notify
Advertiser of any such claim of which it becomes aware and will (i) provide reasonable cooperation to
Advertiser at Advertisers expense in connection with the defense or settlement of any such claim and
(ii) be entitled to participate at its own expense in the defense of any such claim. Advertiser shall not
acquiesce to any judgment or enter into any settlement that adversely affects Affiliati Networks rights or
interests without the prior written consent of Affiliati Network.

13. DISCLAIMER OF WARRANTIES. AFFILIATI NETWORK PROVIDES ITS WEBSITES AND THE
WEBSITES OF ITS PUBLISHERS AND PARTNERS, AND ALL ITS SERVICES AND THE SERVICES
OF ITS PUBLISHERS AND PARTNERS, AS PERFORMED HEREUNDER, ON AN "AS IS" AND "AS
AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE
OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY OF THE
SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY OF
AFFILIATI NETWORKS SERVICES, AFFILIATI NETWORKS SOLE OBLIGATION WILL BE TO
RESTORE THE SERVICES AS SOON AS PRACTICABLE. AFFILIATI NETWORK DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE.

14. LIMITATION OF LIABILITY. IN NO EVENT SHALL AFFILIATI NETWORK BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTION OF BUSINESS, LOSS OF USE,
LOST BUSINESS, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR THE LIKE (EVEN IF
AFFILIATI NETWORK WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING),
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR INSERTION ORDER(S), OR
YOUR USE OF AFFILIATI NETWORKS SERVICES. UNDER NO CIRCUMSTANCES SHALL
AFFILIATI NETWORK BE LIABLE TO YOU OR ANY THIRD PARTIES FOR AN AMOUNT GREATER
THAN THE AMOUNTS RECEIVED BY AFFILIATI NETWORK FROM ADVERTISER UNDER THIS
AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO
LIABILITY. AFFILIATI NETWORK SHALL NOT BE RESPONSIBLE FOR ANY CONDUCT OR FRAUD
OF THE ADVERTISER, PUBLISHER(S), ONLINE USERS, OR THIRD PARTIES.

15. Notices. All notices shall be sent to the addresses submitted by Advertiser when enrolling, registering,
or creating an account with Affiliati Network, or when using Affiliati Networks Website, Network, or
Services, by certified mail, facsimile, electronic mail (e-mail) or courier. Affiliati Networks Services are
conducted and provided electronically. Therefore, You agree that Affiliati Network may communicate
electronically with You with respect to any and all matters relating to the Services.

16. Survival. Each provision of this Agreement reasonably intended by its terms to survive termination or
expiration of this Agreement shall so survive.

17. Attorneys' Fees. If any action at law or in equity, including an action for declaratory relief, is brought to
enforce or interpret any provision or provisions of this Agreement, the prevailing party will be entitled to
its/his/her reasonable attorneys' fees in addition to all other costs associated with the action or appeal
whether or not the action advances to judgment, including any and all costs for expert witnesses, in
addition to any other relief to which that party may be entitled.

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18. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE INSERTION ORDER(S), OR ANY
OTHER AGREEMENT CONTEMPLATED AND EXECUTED IN CONNECTION HEREWITH, OR ANY
COURSE OF DEALING, COURSE OF CONDUCT, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY HERETO.

19. Miscellaneous. This Agreement will be governed and construed in accordance with the laws of the state
of Florida without giving effect to conflict of laws principles, and all federal law. In the event of any
dispute between the parties arising from this Agreement, including the Insertion Order(s), you agree to
submit to exclusive jurisdiction and venue in the courts of Miami-Dade County, Florida. If any provision
of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will
continue in full force without being impaired or invalidated in any way. You may not assign this
Agreement without the prior written consent of Affiliati Network. The parties' rights and obligations will
bind and inure to the benefit of their respective successors, heirs, executors and joint administrators
and assigns. The parties to this Agreement are independent contractors, and no agency, partnership,
joint venture or employee-employer relationship is intended or created by this Agreement. This
Agreement, including any active Insertion Order(s) between the parties, sets forth the entire agreement
of the parties and supersedes any and all prior oral or written agreements or understandings between
the parties as to the subject matter hereof. Except as otherwise set forth herein, only a writing signed
by both parties may change this Agreement or any Insertion Order(s). In the event the terms of any
Insertion Order(s) and these Terms conflict, the Insertion Order(s) will govern only with respect to the
duration of the Services, fees, invoicing and payment terms, otherwise these Terms shall govern and
control. Affiliati Networks failure to enforce any provision of this Agreement shall not be deemed a
waiver of such provision nor of the right to enforce such provision.

20. Personal Guaranty. As consideration for this Agreement and the Services provided by Afilliati Network,
the Guarantor, intending to be legally bound, personally, irrevocably, and unconditionally guarantees
payment and performance of, and as a primary debtor agrees to be jointly liable for (without becoming
entitled to the benefits of) all terms and conditions of this Agreement and all of Advertisers obligations
hereunder, until all of Advertisers obligations under this Agreement are satisfied, including payment of
collection costs and attorneys fees. Affiliati Network may first proceed against the Guarantor without
resorting to other remedies, and Guarantor waives any statutory or other right to require otherwise.
Guarantor waives subrogation rights; waives defenses and rights relating to impairment, invalidity,
modification, extension of this Agreement, or relating to substitution, dishonor, release, or compromise
of the Advertiser; waives demand, protest, and presentment; and waives all notices relating to the
foregoing. The liability of Guarantor is continuing and relates to any obligations to Afilliati Network
incurred by Advertiser, including those arising under successive transactions which shall either
continue the Guarantors indebtedness to Affiliati Network or from time to time renew it after it has been
satisfied. This guaranty is cumulative and does not supersede any other outstanding guaranties, and
the liability of Guarantor under this guaranty is exclusive of Guarantors liability under any other
guaranties signed by Guarantor. This guaranty shall be governed by the laws of the State of Florida,
and Guarantor consents to the personal jurisdiction and exclusive venue of federal and state courts in
Miami-Dade County Florida as specifically identified in Section 19 of these Terms.

ADVERTISER GUARANTOR

__________________________________ __________________________________
Printed Name: Printed Name:
__________________________________ __________________________________
Title: Title:
__________________________________ __________________________________
Signature: Signature:

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Date:______________________________ Date:______________________________

THE AFFILIATI NETWORK, INC.

__________________________________
Sonny Palta, President

Date:______________________________

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