AFFILIATE AGREEMENT

                THIS AFFILIATE AGREEMENT (the “Agreement”) is entered into as of the date last written below (the “Effective Date”) by and between Blue Global, LLC d/b/a Blue Global Media (hereinafter, “BGM”), an Arizona limited liability company, with offices located at 7144 East Stetson Drive, Suite 300, Scottsdale, AZ 85251, and _____________________________________________  (hereinafter “Affiliate” “you” or “your”), and governs your participation in the BGM affiliate program. The parties agree as follows:

1.             DEFINITIONS

                (a) “Ad” means the banner, text, graphic, logo, or any other advertising format that BGM provides to you as part of a Campaign.

                (b) “Campaign” means the combination of the Ad and Ad-related information (including, without limitation geographic targets, Commissions, and Qualified Actions), as further set forth in the Insertion Order.  

                (c) “Commission” means the amount that BGM will pay to Affiliate for each Qualified Action.  

                (d) “Fraud” means the direct or indirect generation of leads, queries, page impressions or clicks through automated, deceptive, fraudulent or other invalid means, including by not limited to, through manual clicks, the use of robots or other automated query tools or computer generated search requests, the unauthorized use of other search engine optimization services and/or software, and leads, queries, page impressions or clicks that originate from Affiliate’s or Third-Party Affiliates’ IP addresses or computers under Affiliate’s or Third-Party Affiliates’ control.

                (e) “Insertion Order” means the attached Insertion Order, which sets forth the details regarding the Ads and Campaigns. The Insertion Order is incorporated herein by reference and made part of this Agreement.  If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Insertion Order, the terms and conditions of the Insertion Order shall prevail over this Agreement.             

                (f) “Links” means any text, icons, graphics, or symbols that upon selection or activation, link or associate to, execute, access or retrieve a BGM website (“BGM Websites”).

                (g) “Qualified Action” means the specific event identified in the applicable Campaign, e.g. clicks, sales, leads or other actions (but excluding Fraud), that generate a Commission.

                (h) “Suppression List” means the list maintained by BGM of email recipients who have unsubscribed or opted-out from receiving commercial email communications from BMG and its affiliates.  

                (i) “Tracking Code” means the unique tracking URL or other mechanism BGM provides Affiliate to track Affiliate’s Qualified Actions and to calculate Affiliate’s Commissions.

2.             LICENSE & RESTRICTIONS; PROPRIETARY RIGHTS

                (a) License. Subject to the terms and conditions of this Agreement and/or the Insertion Order, BGM grants to you and to your third-party affiliates (“Third-Party Affiliates”) a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Ads, Links, Suppression List, Tracking Code and BGM’s current and future trademarks, service marks and trade names (collectively, the “BGM Intellectual Property”) solely in connection with your and Third-Party Affiliates’ promotion of the Campaign.

                (b) Restrictions on Use. Affiliate shall not, nor shall Affiliate allow, assist, authorize or encourage Third-Party Affiliates or any other third-party to: (i) make any modification, adaptation, improvement, enhancement, translation or derivative work from the BGM Intellectual Property; (ii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the BGM Intellectual Property; (iii) use the BGM Intellectual Property for any purpose for which it is not designed or intended; (iv) use the BGM Intellectual Property to create a product or service that is, directly or indirectly, competitive with or in any way a substitute for any services or product manufactured, marketed or sold by BGM.

                (c) Proprietary Rights. BGM owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the BGM Intellectual Property. Affiliate and Third-Party Affiliates will not acquire any right, title, or interest in or to the BGM Intellectual Property except as expressly set forth in this Agreement. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Affiliate shall not, nor shall Affiliate allow, assist, authorize or encourage Third-Party Affiliates or any other third-party to, challenge BGM’s right, title, or interest, including without limitation all Intellectual Property Rights, in and to the BGM Intellectual Property.  

3.             SERVICES

Affiliate and/or Third-Party Affiliates will promote the Campaign in accordance with the terms and conditions of this Agreement, the Insertion Order, Campaign specifications and the Affiliate Acceptable Use Policy (“AUP”), which is attached to and made part of this Agreement.

4.             AFFILIATE’S OBLIGATIONS

                (a) Ad Implementation. Affiliate shall comply, and shall cause Third-Party Affiliates to comply, with the specifications provided by BGM to enable the delivery, display, tracking, and reporting of Ads.

                (b) Compliance. Affiliate shall promote, and shall cause Third-Party Affiliates to promote, the Campaign in compliance with: (i) the CAN-SPAM Act of 2003, the FTC Act, and all other applicable federal, state and local laws, rules, regulations and guidelines; (ii) this Agreement, the Insertion Order, Campaign specifications and the AUP; and (iii) applicable industry best practices.

                (c) Suppression List. Affiliate shall scrub, and shall cause Third-Party Affiliates to scrub, the respective party’s email lists against the Suppression list no less than every seven (7) days. Affiliate shall not, nor shall Affiliate allow, assist, authorize or encourage Third-Party Affiliates or any other third-party to: (i) send any commercial emails to any email addresses listed on the Suppression List; (ii) sell, lease, exchange or otherwise transfer or release the Suppression List; (iii) or use the Suppression List in any manner other than for the purposes set forth in this Agreement.

                (d) Prohibited Activity. Affiliate shall not, nor shall Affiliate allow, assist, authorize or encourage Third-Party Affiliates or any other third-party to: (i) directly or indirectly engage in Fraud; (ii) direct any traffic from states where prohibited; (iii) alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Tracking Code or any other tags, source codes, links, pixels, modules or other data provided by or obtained from BGM that allows BGM to measure ad performance; (iv) edit or modify the information contained in any Ad  or remove, obscure or minimize any Ad in any way; (v) edit or modify any Tracking Code in any way; (vi) frame, minimize, remove or otherwise inhibit the full and complete display of any BGM Website accessed by an end user after clicking on any part of an Ad and/or a Link; (vii) redirect an end user away from any BGM Website, provide a version of a BGM Website that is different from the page an end user would access by going directly to the BGM Website; (viii) intersperse any content between the Ad and the BGM Website or otherwise provide anything other than a direct link from an Ad to a BGM Website; (ix) display any Ad(s), on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable website) or on any web page or any website that contains any pornographic, hate-related, violent, or illegal content; (x) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, website, or other means other than Affiliate’s websites; (xi) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads or any part, copy, or derivative thereto; (xii) engage in any action or practice that reflects poorly on BGM or otherwise disparages or devalues BGM’s reputation or goodwill; or (xiii) make any public announcement concerning this Agreement or Affiliate’s Commissions hereunder, without the express written consent of BGM.

5.             PAYMENT; TRACKING; AUDITS

                (a) Payment; Schedule. BGM shall pay Affiliate a Commission for each Qualified Action (“Payment”). Unless otherwise agreed to by the parties in writing, within twenty (20) days following the end of each calendar month, BGM shall remit to Affiliate the total Payment due and payable in respect of that month. All Payments will be paid in US dollars ($US). If the Payment owed to Affiliate for any one month period is less than $100.00, BGM will hold Payment until the total amount due is at least $100.00. To ensure proper payment, you are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with your account.

                (b) Payment Restrictions; Payment Withholding. BGM will not be liable for any Payment based on any amounts which result from Fraud, as reasonably determined by BGM. BGM may withhold Payment or charge back Affiliate’s account due to Fraud, pending BGM’s reasonable investigation of the suspected Fraud.

                (c) Taxes. Affiliate agrees to pay all applicable taxes or charges imposed by any government entity in connection with Affiliate’s promotion of the Campaign.  

                (d) Tracking; Disputes. BGM will provide Affiliate with tracking and reporting tools and support services. Real-time tracking and reporting may not be available for all Campaigns. Tracking and reporting may be delayed or prevented by reasons or causes beyond the reasonable control of BGM. Payment will be calculated solely based on tracking and reporting records generated and maintained by BGM. No other measurements or statistics of any kind will be accepted by BGM or have any effect under this Agreement. If Affiliate disputes any Payment made under this Agreement, Affiliate must notify BGM in writing within seven (7) days of any such Payment; failure to so notify BGM will result in the waiver by Affiliate of any claim relating to any such disputed Payment. Upon receipt by BGM of a dispute notice, the parties shall work together in good faith to resolve such dispute. 

                (e) Negative Accounts Balances. From time to time, Affiliate may have a negative account balance because Affiliate’s account has been charged back (as set forth herein) and Affiliate’s account balance is not sufficient to cover the charge back amounts. In the event that Affiliate has a negative account balance, Affiliate shall immediately remit payment to BGM in an amount sufficient to bring Affiliate’s account balance to zero. Negative account balances are subject to 1.5% interest per month, or the highest amount allowed by law, whichever is higher, compounded monthly. 

                (f) Audit Rights. Upon twenty (20) days' written notice and not more than one (1) time per calendar year, Affiliate may examine BGM’s books and records related to the calculation or payment of Commissions owed by BGM to Affiliate under this Agreement, at Affiliate’s own expense, using Affiliate's internal auditor, internal staff, or its certified public accounting firm. If any such examination uncovers an underpayment by BGM in excess of 5%, then BGM will be liable for the full costs of such audit. BGM shall reasonably cooperate with Affiliate during the performance of any such examination. 

6.             DATA OWNERSHIP

All personally and non-personally identifiable information (if any) provided by an end user or an end user’s computer or other device via a Tracking Code or in response to an Ad or request for information by BGM (“End User Data”), and any reports, results, information, ideas, concepts, know-how or techniques created, compiled, analyzed or derived by BGM from End User Data, is sole and exclusive property of BGM. End User Data shall be treated as Confidential Information (as defined in Section 7, below). BGM may use, market, and re-market any End User Data without further obligation to Affiliate. Affiliate shall not, nor shall Affiliate allow, assist, authorize or encourage Third-Party Affiliates or any other third-party to, use, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, End User Data, or any portion thereof, to any third-party.

7.             CONFIDENTIALITY

                (a) Confidential Information. Without limiting any other provision in this Agreement, “Confidential Information” means any proprietary information, technical data, trade secrets or know-how (which includes End User Data, the Suppression List, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information, whether disclosed orally or in writing through any media, whether or not designated as confidential, that is known or should reasonably be known by the receiving party to be treated as confidential. Confidential Information does not include information, technical data or know-how which: (i) is known to the receiving party at the time of disclosure to the receiving party by the disclosing party as evidenced by written records of the receiving party; (ii) has become publicly known and made generally available through no wrongful act of the receiving party; or (iii) has been rightfully received by the receiving party from a third party who is authorized to make such disclosure.

                (b) Nondisclosure of Confidential Information. The parties shall maintain the secrecy of the other party’s Confidential Information, and safeguard the other party’s Confidential Information with the same degree of care as is exercised in connection with its own proprietary and confidential materials. Each party shall not, nor shall each party allow, assist, authorize or encourage any third-party to, disclose, use, modify, copy, reproduce or otherwise divulge any Confidential Information of the other party other than as necessary to fulfill the receiving party’s obligations under this Agreement. The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the disclosing party for which recovery of money damages would be inadequate, and that disclosing party shall therefore be entitled to seek timely injunctive relief, without the posting of bond or other security, to protect its rights under this Agreement, in addition to any and all remedies available at law.

8.             CAMPAIGN CANCELLATION; TERM & TERMINATION

                (a) Campaign Termination. BGM may immediately suspend or terminate a Campaign, or Affiliate’s or Third-Party Affiliates’ promotion of a Campaign, for any reason by providing Affiliate notice of its intention to do so in accordance with this Agreement.

                (b) Term; Termination. This Agreement will continue in perpetuity unless terminated as provided below. Either party may terminate this Agreement and its rights hereunder at any time for any reason by providing to the other party 15 days’ written notice of its intention to do so in accordance with this Agreement.

                (c) Effect of Termination. Upon termination of this Agreement, all outstanding obligations relating to payments will survive. BGM shall pay Affiliate’s outstanding earned balance, if any, within ninety (90) days of termination.  Affiliate shall pay Affiliates outstanding debt balance, if any, within thirty (30) days of termination. BGM will not make, and will not be responsible for, any Payment accruing to Affiliate after termination of this Agreement. Without limiting the foregoing, any termination of this Agreement will automatically terminate all rights, licenses and obligations granted by or created hereunder, except that the following sections of this Agreement and any other provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination: 2(b), 2(c), 2(d), 6, 7, 8(c), 10, 11, 12, 13, and 14. Upon the termination of this Agreement, you shall immediately cease, and shall cause Third-Party Affiliates to immediately cease, all access, use, and promotion of the BGM Intellectual Property, Suppression List, and BGM Confidential Information.

9.             REPRESENTATIONS

                (a) Mutual Representations. Each party represents that it has the power and authority to enter into this Agreement and perform all of its obligations hereunder, and that it is not under any obligations, contractual or otherwise, to any other party that might conflict, interfere, or be inconsistent with any of the provisions of this Agreement.

                (b) BGM’s Representations. BGM represents the Ad, Links and BGM Websites: (i) do not infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, or any other right of any third party; (ii) are not misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate; (iii) do not violate any applicable law or regulation; or (iv) do not advertise any unlawful product or service or the unlawful sale of any product or service.

10.          DISCLAIMER OF WARRANTIES

NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT MATTER HEREOF.

11.          LIMITATION OF LIABILITY

EXCEPT (I) AS TO THE OBLIGATIONS OF THE PARTIES UNDER SECTIONS 12, (II) FOR LIABILITY ARISING OUT OF BREACHES OF SECTION 7, AND (III) ANY MISUSE OR MISAPPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY HERETO, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, STATUTORY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE OR PROFITS) RESULTING FROM, ARISING OUT OF, OR RELATED TO ITS PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER, OR BREACH OF, THIS AGREEMENT, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT (I) AS TO THE OBLIGATIONS OF THE PARTIES UNDER SECTIONS 12, (II) FOR LIABILITY ARISING OUT OF BREACHES OF SECTION 7 AND (III) ANY MISUSE OR MISAPPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY HERETO, EACH PARTY'S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE AGGREGATE OF ALL AMOUNTS RECEIVED BY AFFILIATE HEREUNDER DURING THE SIX MONTHS PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. 

12.          INDEMNIFICATION

                (a) Third-Party Claims. Each party (the “Indemnitor”) shall indemnify and hold harmless the other party, as well as the other party’s officers, directors, members, employees and agents (collectively, the “Indemnified Parties”), from and against any and all suits, actions, claims, losses, liabilities, judgments, awards and costs (including reasonably legal fees and expenses) incurred by, borne by or asserted by a third-party against any of the Indemnified Parties in any way relating to, arising out of or resulting from any breach by the Indemnitor of its obligations contained in this Agreement.        

                (b) Notice and Defense. The Indemnified Parties shall promptly notify the Indemnitor in writing of any such claim or suit within ten (10) business days that the pleading, demand letter, or other notice is served upon Indemnified Parties, and shall cooperate in a reasonable manner with Indemnitor and at the Indemnitor’s expense, with respect to the defense and disposition of such claim. Indemnitor will have control of the defense or settlement; provided, however, that the Indemnitor shall not enter into any settlement that obligates the Indemnified Parties to take any action or incur any expense without such Indemnified Parties’ prior written consent, and further provided that the Indemnified Parties will have the right to be represented by independent counsel of their own choosing, at their own expense, in connection with such claim or suit. If the Indemnitor fails to defend such suit, then the Indemnified Parties, through counsel of their own choice, may, at the expense of the Indemnitor, conduct the defense of such claim, on the condition that the Indemnified Parties will not enter into any settlement that obligates the Indemnitor take any action or incur any expense without the Indemnitor’s prior written consent.

13.          DISCLOSURE OF AFFILIATE INFORMATION

BGM’s may disclose your information in response to a subpoena or similar investigative demand, a court order, or a request for cooperation from law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law.

14.          MISCELLANEOUS

                (a) Severability. If any provision of this Agreement is unenforceable to any extent, the remainder of this Agreement, or application of that provision to any persons or circumstances other than those as to which it is held unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.

                (b) Modification; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by the parties. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation. 

                 (c) Assignment. Except in connection with a merger, acquisition, or sale of all or substantially all of a party’s assets related to this Agreement, neither party may assign this Agreement and its rights and obligations hereunder, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

                (d) Entire Agreement. This Agreement constitutes the entire agreement of the parties relating to the subject matter of this Agreement and supersedes all other oral or written agreements or policies relating thereto.

                (e) Headings. The headings contained in this Agreement are inserted as a matter of convenience and for ease of reference only and shall be disregarded for all other purposes, including the construction or enforcement of this Agreement or any of its provisions.

                (f) Relationship. The parties are independent contractors and nothing in this Agreement should be construed to constitute the parties as partners, joint ventures, agent and principal or employer and employee. Nothing herein will give either party any right or authority to bind the other, and neither party shall bind the other to any obligation to any third party.

                (g) Notices. All notices under this Agreement will be in writing and will be delivered by personal service, confirmed fax, confirmed e-mail, express courier, or certified mail, return receipt requested, to: (i) BGM at 7144 East Stetson Drive, Suite 300, Scottsdale, AZ  85251; Fax: (480) 365-0336; Email: legal@BlueGlobalMedia.com; or (ii) Affiliate as set forth in the Insertion Order. Notice will be effective upon receipt.  

                (h) Construction. The parties have had the opportunity to seek the advice of independent legal counsel and have read and understood all of the terms and conditions of this Agreement. This Agreement will not be construed against either party by reason of its drafting.

                (i) Counterparts. The parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument. 

                (j) Governing Law. The laws of the State of Arizona, without giving effect to principles of conflict laws, govern all matters arising under this Agreement.

                (k) Arbitration. The parties shall settle any dispute arising out of the Agreement by arbitration in Phoenix, Arizona, in accordance with the applicable rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

[SIGNATURE PAGE FOLLOWS]

                Each party is signing this Agreement on the date stated below that party’s signature.         

AFFILIATE ACCEPTABLE USE POLICY

This AFFILIATE ACCEPTABLE USE POLICY (“AUP”) is intended to help you and Third-Party Affiliates to understand the types of websites, email marketing and affiliate conduct that that BGM believes to be appropriate or inappropriate. In addition to the AUP, all websites, email marketing and advertising conduct must comply with the Affiliate Agreement and Insertion Order executed between BGM and you. If there is any inconsistency between this AUP and the Affiliate Agreement and/or Insertion Order, the Affiliate Agreement or Insertion Order will control. All capitalized terms not defined in this AUP shall have the meaning ascribed to them in the Affiliate Agreement. This AUP is intended as a guideline, and not as an exhaustive list of content and conduct that BGM finds appropriate or inappropriate. BGM MAY CHANGE THIS AUP AT ANY TIME UPON NOTICE TO YOU.

1.             WEBSITE REQUIREMENTS

Any and all websites used to promote Campaigns must:

·         Be fully functional at all levels, with no “under construction” sites or sections;

·         Be represented by a legitimate second-level domain name (e.g. BGM) and not a sub-domain or third-level domain (e.g. example.BGM or BGM/example);

·         Be content-based and not simply a “parked” page or list of links or advertisements;

·         Close when instructed, i.e. when a user seeks to close or otherwise leave the website or newsletter, the website or newsletter must close down and no other behavior should result;

·         Not “mouse trap,” i.e. whereby the website or newsletter does not permit the use of the browser back-button and thereby traps the user on the website, or whereby the website presents other unexpected behavior, such as re-directing to another advertisement or landing page; and

·         Not contain automatic audio that plays without user instigation.

3.             PROHIBITED CONTENT AND CONDUCT

Prohibited content and conduct includes, without limitation, content and/or conduct that:

·      Infringes the rights, including without limitation the copyright, patent, trademark, trade secret or other proprietary rights, of any third party;

·      Is false misleading, fraudulent or deceptive;

·      Is libelous or defamatory, or violates the privacy or publicity rights of any third party;

·      Contains, facilitates or promotes “spam” or other advertising or marketing content that violates applicable laws, regulations or industry standards;

·      Consists of or contains viruses, Trojan horses, worms, malicious code or other harmful or destructive content;

·      Is obscene, lewd, lascivious, filthy or pornographic, that may constitute child pornography, or that may solicit personal information from anyone under the age of 18;

·      Depicts excessive violence, contains comments or images that are offensive, abusive, threatening, harassing or menacing, or that incites, encourages or threatens physical harm against another;

·      Promotes or glorifies racial or religious intolerance, uses hate and/or racist terms, or signifies hate towards any person or group of people;

·      Advocates the violent overthrow of the government of the United States or other conduct that could constitute fraud or other criminal offense, gives rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation;

·      Glamorizes the use of hard core illegal substances and drugs;

·      Advertises: (i) tobacco products, (ii) ammunition, firearms, paintball guns, bb guns, or weapons of any kind, (iii) gambling, including without limitation, any online casino, sports books, bingo, or poker website, (iv) contests and sweepstakes, (v) get rich quick or other money making opportunities that offer compensation or financial reward in exchange for little or no investment, (vi) adult friend finders or dating sites with a sexual emphasis, (vii) adult toys, videos or other adult products, (viii) uncertified pharmaceutical products, (ix) spy cams or other illegal surveillance products, and (x) web-based, non-accredited colleges that offer degrees;

·      Promotes pyramid schemes or chain letters;

·      Promotes software pirating (e.g. Warez), phreaking or hacking;

·      Promotes or exploits religious, political or other inflammatory issues for commercial use;

·      Depicts a health condition in a derogatory or inflammatory way or misrepresents a health condition in any way;

·      Offers incentives (e.g. cash, points, prizes, contest entries, etc.) to viewers for clicking on the advertisement, for submitting personally identifiable information, or for performing any other tasks;

4.             MESSAGE BOARDS, CLASSIFIEDS, SOCIAL NETWORKS

Campaigns must not be promoted via any internal communication system, chat room, message board, or classified listing of any third-party website, including without limitation, Facebook.com, CraigsList.com, MySpace.com and Twitter. The following types of activity are strictly prohibited:

·         Posting Campaign advertising or links in public forums or message boards;

·         Placing Campaign advertising or links in forum signatures;

·         Posting Campaign advertising or links in private messages or “wall” posts;

·         Placing Campaign advertising or links in online marketplace classified listings; and

·         Harvesting or otherwise collecting email addresses or information from social network websites and online marketplace classified listings and thereafter sending promotional emails containing Campaign advertising or links to those email addresses.

5.             FALSE AND MISLEADING ADVERTISING; FTC COMPLIANCE 

In connection with the promotion of Campaigns, you shall not, nor shall you allow, assist, authorize or encourage Third-Party Affiliates to:

• Mislead consumers with false or misleading language or claims;
• Promote content, products or services not actually offered by the advertiser of a Campaign;
• Use false claims, testimonials, endorsements or any similar content;
• Use fake or misleading blogs (‘flogs”), news sites or any similar content;
• Use photos, quotes, logos/seals, copyrighted material or trademarks of any third-party, including without limitation, celebrities or business entities, without the express written consent of such third-party; or
• Advertise a discount, trial or free offer without clearly and conspicuously displaying the terms of the offer, future costs, recurring billing, etc., if any. 

Further, if you or Third-Party Affiliates publicly endorse any product or service that is the subject of a Campaign, you or Third-Party Affiliates shall disclose clearly and conspicuously, and in close proximity to the endorsement, that you or the Third-Party Affiliates receive compensation in the form of affiliate commissions in exchange for such endorsement.  

6.             EMAIL PRACTICES

Email used to promote Campaigns must not be transmitted:

·         With materially false or misleading header information;

·         With a “from line” that is materially false or misleading and does not accurately identify the person sending the email;

·         With a “subject line” that is misleading, false or misrepresentative or is likely to mislead the recipient about the content of the email;

·         Without functioning return email or Internet address, clearly and conspicuously displayed, that functions for thirty (30) days after the email is sent, that a recipient can use to submit a reply email requesting not to receive future commercial emails or Internet communications from the sender;

·         Without a clear and conspicuous identification that the email is an advertisement or solicitation, a clear and conspicuous notice of the opportunity to decline to receive further communications, and a valid physical postal address of the you and/or the advertiser; or

·         With any content that infringes or violates any applicable law or regulation or any intellectual, proprietary or privacy rights, or is misrepresentative, defamatory, inflammatory, offensive or otherwise objectionable. 

·         From a domain  name with WHOIS registration information that is privacy protected, concealed or false;

·         From an email address or domain name that was generated by automated means;

·         To an email address that was obtained using an automated means, including without limitation, harvesting software, such as harvesting bots or harvesters, dictionary attacks, etc.;

·         To any individual that has requested not to receive any emails more than ten (10) days after receipt of such request.

7.             FRAUDULENT ACTIVITY

The following activity is considered fraudulent and is strictly prohibited:

·         The use of false data, credit/debit card numbers or other financial information on any signup form, contract, online application or registration;

·         The use of unauthorized data, credit/debit card numbers or other financial information in the name of third parties on any signup form, contract, online application or registration;

·         The manipulation of tracking pixels, codes, links or other tracking information to stimulate leads or inflate commissions;

·         The use of “cookie stuffing,” “cookie dropping,” “forced clicks,” or “cookie sprinkling;”

·         The artificial inflations of leads or transactions via any device, program, robot, computer script or other automated method;

·         The generation of clicks that do not map to a conscious action by an individual, including but not limited to: (i) repeat manual clicks; (ii) the use of robots or other automatic means to generate clicks; and (iii) faking tracking information to stimulate links.