ADSQUARE NETWORK AFFILIATE TERMS AND CONDITIONS

These Affiliate Terms and Conditions ("Agreement") govern the services provided by AdSquare Network. By using the services and becoming a marketing affiliate to AdSquare Network, and you PUBLISHER (“Affiliate”) agree to be bound by this Agreement. AdSquare Network is a subsidiary of TFL Network, LLC.

This Agreement may be amended from time to time in AdSquare Network’s discretion and pursuant to applicable law. Amended versions of this Agreement will be effective upon posting at www.adsquarenetwork.com.

1. Definitions:

As used in this Agreement, the following terms shall have the meanings set out below or as defined elsewhere in this Agreement:

Advertiser: means an entity that submits Offers and Creative for placement in the AdSquare Network for the purpose of marketing, advertising and lead generation.

Lead(s): means any Lead or activity specified by AdSquare Network and its Advertisers and taken by a Consumer, for which AdSquare Network is to compensate Affiliate.

Consumer: An individual who responds to an Offer and who affects a Lead.

Creative: means a graphic file(s) or creative work made available to Affiliate for use in an Offer.

Invalid Leads: shall mean fraudulent, incomplete or duplicate Leads as further defined herein. Fraudulent Leads shall include Leads that result from Affiliate or its sub-publishers engaging in the entry of Consumer information without the consent of the actual Consumer such as adding leads or clicks or inflating leads or clicks by fraudulent traffic generation such as pre-population of forms or mechanisms not approved by AdSquare Network. Incomplete Leads include Leads in which the information sent to AdSquare Network does not contain the data or information required by AdSquare Network or its Advertisers. Duplicate Leads includes Leads that Affiliate sends to AdSquare Network that contains identical information Affiliate has previously sent to AdSquare Network.

Offer: An advertisement that contains a promotion or opportunity directed to Consumers that may be made available from time to time by AdSquare Network for publishing by Affiliate.

2. Services. AdSquare Network hereby grants Affiliate the limited right to make AdSquare Network’s offers and Creative available for publication and to otherwise use such materials to generate Leads, in accordance with (i) the terms and conditions set forth in this Agreement and (ii) any additional terms of a particular Offer as specified by a AdSquare Network Advertiser. AdSquare Network authorizes Affiliate to distribute AdSquare Network’s Offers to sub-publishers provided that Affiliate shall ensure and require that all sub-publishers comply with the material terms of this Agreement and further provided that such sub-publisher has represented to Affiliate that: (i) the content of its site(s) are not libelous, defamatory, infringing, pornographic, or offensive to the general public, (ii) all right, title and interest in the Offer is exclusively owned by AdSquare Network and that sub-publisher has no right other than the limited right to display the Offer and Creative as sublicensed by Affiliate, and (iii) such sub-publisher will not modify or alter the Offer or Creative in any manner other than as directed by AdSquare Network.

3. Term and Termination. Either party may terminate this Agreement on ONE business days’ advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party. AdSquare Network further reserves the right to terminate this Agreement and Affiliate’s participation in the services hereunder without prior notice to Affiliate.

4. Payment. AdSquare Network will pay Affiliate thirty (30) days after the end of the month. All commissions are based upon the number of leads reported by AdSquare Network and as recorded in their reporting system. AdSquare Network may withhold payment to Affiliate in the event that AdSquare Network determines that Affiliate has engaged in unauthorized activity or the generation of Invalid Leads. AdSquare Network determines in its sole discretion unauthorized activity and Invalid Leads. Based on traffic quality and volume, some affiliate may qualify for a personal payment schedule. If the earning is less then USD$50.00, AdSquare Network will have to hold the payments until the amount is over $50.00.

5. Affiliate Obligations.

Affiliate shall not modify or alter any Offer or Creative in any manner. Affiliate will only run approved banners and text in its advertising of Offers and will not create its own banners or advertising text based on the Creative or Offer, unless expressly approved in writing from AdSquare Network. Any other use of Offers or Creative will result in the loss of payment of Leads.

Affiliate represents and warrants that it will at all times comply with the following requirements:

(A) Affiliate shall not place an Offer with inappropriate content, which includes, but is not limited to, content that (i) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content such as phone sex or escort services, expletives or inappropriate language; (ii) promotes gratuitous violence, abuses or threatens physical harm; (iii) promotes illegal or unethical activity, racism, hate, "spam," mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (iv) promotes use of illegal substances or activities such, how to build a bomb, counterfeiting money and software pirating (e.g., Warez, Hotline); (v) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (vi) violates CANSPAM regulations (vii) is otherwise prohibited by Federal or state law; and/or (viii) may bring AdSquare Network and/or its associated Advertisers negative publicity.

(B) Any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on Offers or use Offers to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from AdSquare Network.

(C) Statements and/or Leads knowingly made that would result in civil or criminal liability of AdSquare Network are expressly prohibited.

(D) Affiliate shall not violate any third party terms and conditions, which includes, but is not limited to (i) unauthorized use of a third party web site for commercial gain or (ii) posting bulletins to non-owned accounts.

(E) Affiliate shall not use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a Consumer is generating a Lead.

(F) Affiliate shall not engage in any deceptive form of advertising that includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identity theft, or any other activity.

Affiliate further represents and warrants that with respect to e-mail campaigns transmitted by Affiliate for AdSquare Network, Affiliate shall at all times maintain strict compliance with the Controlling the Assault on Non-solicited Pornography and Marketing Act of 2003 (Can-Spam), and any amendments or modifications thereto. Specifically,

A. Affiliate shall (and cause any party delivering emails on its behalf):

i) not falsify email header information (including, without limitation, source, destination and routing information),

ii) not seek or obtain unauthorized access to computers for the purposes of sending out commercial email, including without limitation use of an unauthorized open relay to facilitate distribution of emails;

iii) not alter any “subject” line provided by AdSquare Network, or use any "subject" or "from" line that is false or misleading;

iv) send emails only to those individuals who have opted-in to receive such emails; and promptly provide AdSquare Network with confirmation of the date and time of the opt-in upon AdSquare Network’s reasonable request.

v) utilize a clear, conspicuous functioning unsubscribe mechanism for opt-out requests from an email recipient, such unsubscribe or opt-out link must be active for 30 days from date the email was sent and all opt-out requests honored within five (5) days from date of receipt of such opt-out request;

vi) not sell or transfer email addresses of those individuals whom it knows opted-out of receiving future email solicitations;

vii) update all mailing lists using current suppression lists not more than five (5) calendar days prior to each mailing or as otherwise required by law; and

viii) not send any unsolicited commercial email or other unsolicited online communication.

B. Any email from Affiliate (and any party delivering emails on its behalf) shall:

(i) Contain only advertising provided by AdSquare Network;

(ii) Have valid and traceable e-mail header information identifying the sending party that received the opt-in from the consumer;

(iii) Within the body of the e-mail, include a valid physical street address associated with the sending party that received the opt-in;

(iv) Include a clear and conspicuous identification that such email message is an advertisement or solicitation when the email is sent to an address in which there is no prior business relationship;

(v) Include a “subject line” which accurately represents the product or service depicted within the email;

(vi) Include a “from line” which accurately identifies the list name and sending party, that received the opt-in from the consumer;

(vii) use only email addresses with the name of the sending party that received the opt-in, and not use the non-sending party’s name in any mail-from or reply-to email addresses (e.g. “from” lines need to accurately identify the sender of the email); and

(viii) reply-to address must be a functioning email address where sender can be contacted.

C. The email addresses to be used in connection with any AdSquare Network email campaign shall be:

(i) Collected and maintained in compliance with all federal and state laws, regulations and rules;

(ii) Collected from websites and other online venues in compliance with the applicable websites’ and or other online venues’ privacy policies, and such privacy policies specifically allow for Affiliate to use such email addresses as contemplated hereunder; and

(iii) Obtained and collected without employing email address harvesting, dictionary attacks and/or any other deceptive or illegal act and/or practice.

Affiliate agrees that prior to mailing any campaign available in any AdSquare Networkprogram it will download the most recent suppression file(s) for any particular campaign and, for that campaign, will suppress all email addresses within its database that are found on such list. In addition, for any AdSquare Network campaigns that include a domain suppression list, Affiliate agrees that prior to mailing the campaign it will download the most recent domain suppression list for any particular campaign and, for that campaign, will suppress all domains within its database found on such list.

Affiliate agrees that it will download and remove the domains located on the FCC's wireless domain names list http://www.fcc.gov/cgb/policy/DomainNameDownload.html) from all current data used in all mailings. Affiliate further warrants that any new data that it acquires, regardless of its source, will be run against the FCC's wireless domain names list and that domain names contained therein will be removed before sending any mailings.

6. Mutual Representations and Warranties. Each party represents and warrants to the other party that (i) such party has the full corporate or organizational right, power, and authority to enter into the Agreement and to perform the acts required of it, (ii) the execution of the Agreement by such party, and the performance by such party of its obligations and duties, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound, or any applicable federal, state or municipal law or regulation to which it is subject, (iii) each party shall render all services to the other party in a professional and commercially reasonable manner, in accordance with generally accepted industry standards, and remain in compliance with all laws and regulations including but not limited to CANSPAM and adware opt-in compliance; and (iv) each party owns or has the authority and valid license to use all intellectual property and content on its website(s).

Each party represents and warrants that it is fully compliant with applicable privacy laws. Each party shall provide notice for, and fully disclose, its respective privacy policy and practices to visitors to its website(s).

7. Limitation of Damages and Liability.

Except as expressly set forth in this Agreement, NEITHER PARTY makes ANY warranties and expressly disclaims all warranties, express or implied, as to the subject matter of this Agreement, including implied warranties of merchantability and fitness for a particular purpose. IN NO EVENT SHALL ADSQUARE NETWORK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS) EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ADSQUARE NETWORK’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, BE GREATER THAN THE TOTAL AMOUNT PAID WITHIN THE PRIOR SIX MONTHS BY ADSQUARE NETWORK TO AFFILIATE HEREUNDER.

Each party agrees to indemnify, defend and hold harmless the other, its vendors and suppliers, the publishers, and their respective subsidiaries, affiliates, agents, partners, officers, directors and employees from and against any third party loss, cost, claim, injury or damage (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection a breach of a party’s representations or warranties made in this Agreement or a breach of the terms and conditions of this Agreement.

8. Confidential Information. Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party's Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party's performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (c) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Affiliate agrees that AdSquare Network may divulge its personal and/or otherwise Cnfidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Affiliate has violated this Agreement or any applicable law or regulation.

9. General.

Governing Law. The rights and obligations of the parties under or arising out of this Agreement shall be governed by and construed under the laws of Philadelphia, Pennsylvania in the United States of America without reference to its conflict of laws principles.

Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, terrorism, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party.

Relationship. The relationship of Affiliate and AdSquare Network established by this Agreement is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

Waiver. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.

Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement. If any provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction as part of a final non-appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms.

Dispute Resolution. In the event of disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, the parties shall first attempt to resolve the dispute(s) through good faith negotiation. The prevailing party in any action shall be entitled to recover its reasonable attorneys’ fees and costs incurred. Further, in the event of a dispute resulting in resort to litigation, each party consents to the exclusive jurisdiction of the defending party’s jurisdiction any such litigation will be brought within such courts.

Survival. Any obligation of the parties relating to limitations on liability, confidentiality and indemnification shall survive termination or expiration of this Agreement.

Interpretation. Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of this Agreement. This Agreement shall not be construed against either party by reason of its drafting.

AdSquare Network maintains the rights to update, amend, edit, or delete any of the above terms at any time; it is the users responsibility to stay up-to-date with the terms and conditions of this agreement.

Last update: October 1, 2009