PeerFly, Inc.

Publisher Terms and Conditions

The following Terms and Conditions (Terms and Conditions), together with any and all Acceptable Use
Policies, guidelines, previously posted amendments, schedules, attachments and exhibits (collectively,
the "Agreement"), set forth the terms and conditions that shall govern the relationship between
PeerFly, Inc. (PeerFly) and you as a publisher (You, Your, or Publisher) using the advertising
service (the "Service") offered through the PeerFly network (PeerFly Network) located at
www.PeerFly.com (the Site). The PeerFly Network is a non-exclusive, online, performance-based
marketing network sponsored by PeerFly. You and PeerFly may also be individually referred to herein as
a Party and collectively as Parties. You agree to use the Site, the Service and any additional products
and/or services offered by PeerFly only in accordance with the Agreement. PeerFly reserves the right to
amend, supplement, make changes to, or replace entirely the Site, the Service, and the Agreement at
any time and without prior notification. You will be notified of any/all changes and/or modifications to
the Agreement. Your continued use of the Site and/or the Service after any such modification thereof
shall constitute Your consent to such modification. Therefore, You should regularly check the Site for
updates and/or changes. For purposes of the Agreement Publisher includes the individual, company
or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or
successor entities, and any agents, officers, directors or employees acting on behalf of same, registering
with PeerFly to use the Service.

YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A PUBLISHER, USE THE SERVICE,
PARTICIPATE IN THE PEERFLY NETWORK, AND/OR USE THE SITE. Any registration by, use of, or access to
the Service, the PeerFly Network, and/or the Site by anyone under age 18 is unauthorized, unlicensed
and in violation of these Terms and Conditions. By registering as a Publisher, using the Service,
participating in the PeerFly Network, and/or using the Site, You represent and warrant that You are at
least 18 years of age or older and that you agree to abide by these Terms and Conditions.

If You do not agree to the Terms and Conditions in its entirety, You are not authorized to register as a
Publisher, use the Service, participate in the PeerFly Network, and/or use the Site, in any manner or
form whatsoever.

1. PeerFly Network. PeerFly solicits customers on behalf of its advertising clients (a "PeerFly
Client" or the "PeerFly Clients") through the placement of advertising offers ("Offers") published by
members of the Service or their "Sub-Publishers," as defined below. Offers may be, banners, gateways,
text links, or any other advertising format that PeerFly may provide of a PeerFly Client's products and/or
services that are published by members of the Service. The PeerFly Network enables Publishers to apply
for and, upon approval by PeerFly, have an opportunity to earn Commissions through participation in
various advertising campaigns (Programs) offered by PeerFly or PeerFly Clients in accordance with the
Agreement. Commissions are generated from a specified transaction (Action) as defined by PeerFly.
Actions include, without limitation, sales, registrations, leads, impressions, and/or clicks. PeerFly may,
at its sole discretion, change a Program at any time, without prior notice to You, unless otherwise
specified. Similarly, You may cease participation in a previously accepted Program at any time, unless
otherwise specified. Program data compiled by PeerFly including, but not limited to, numbers and
calculations regarding Actions and associated Commissions (Program Data), will be directly and/or
indirectly calculated by PeerFly through the use of industry standard tracking technology and shall be
final and binding on You. Any questions and/or disputes regarding the Program Data must be submitted
in writing within seven (7) days of initial appearance in the tracking system, otherwise the Program Data
will be irrevocably deemed to be accurate and accepted by You. Publisher understands and agrees that
on occasion the Service and/or PeerFly Network may be inaccessible, unavailable or inoperable for any
reason, including, but not limited to, equipment malfunctions, periodic maintenance procedures or
repairs, or causes beyond the control of PeerFly or which are not reasonably foreseeable by PeerFly
including, but not limited to, interruption or failure of telecommunication or digital transmission links,
hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces,
network congestion or other failures. PeerFly will attempt to provide the Service on a continuous basis.
However, Publisher acknowledges and agrees that PeerFly has no control over the availability of the
Service and PeerFly Network on a continuous or uninterrupted basis. PeerFlys failure to deliver
because of technical difficulties does not represent a failure to meet the obligations of the Agreement.
PeerFly may, at its sole discretion, refuse to register You as a Publisher, terminate Your participation in
the Service, and/or terminate Your participation in any Program at any time for any reason.

2. Application Information. All information that you provide to PeerFly must be complete,
accurate, and honest. Any falsification of personal information will result in the immediate termination
and forfeiture of all Commissions up through and including the date of termination. Such information
may include, without limitation, Your email address, telephone number, date of birth, gender, drivers
license number/state of issuance, or passport upload, social security number/EIN (if in the United
States), and other means by which PeerFly may employ to identify You.

3. Membership Conditions. As a condition of Your membership, You represent, warrant, and

covenant on a continuing and ongoing basis, that Your website: (a) does not violate any state or federal
laws or regulations, without limitation, governing: (i) false or deceptive advertising; or (ii) sweepstakes
or gambling; (b) does not contain any comparative advertising, trade disparagement or libelous,
defamatory or infringing content; and (c) does not contain any machine-readable code that could be
unintentionally downloaded onto a recipient's computer (such as a worm, virus, Trojan Horse or other
self-executing computer program).

4. Ineligible Websites. Websites that do not feature customer-friendly site navigation or contain
acceptable content (including pornographic or hateful content) that PeerFly, in its sole discretion,
determines does not meet a reasonably acceptable commercial or aesthetic standard are not eligible for
membership. If PeerFly, in the exercise of reasonable discretion, determines Your website to be
ineligible, all Commissions, whether earned or unearned, shall be forfeited.

5. Participation and Membership. Your participation and membership in the Service will
commence on the date Your application is accepted and will continue until terminated by one of the
Parties. PeerFly reserves the right to terminate an existing membership at will, in its sole discretion, for
any reason/cause, or for no reason/cause at all.

6. Affiliate Identification Number. Upon submission of your application, You will be issued an
affiliate identification number. The aforementioned affiliate identification number shall serve as a
personal identifier. Your use of the aforementioned affiliate identification number and Your login
information shall not, under any circumstances whatsoever, be distributed to and/or used by a third-
party, including, without limitation, any Sub-Publisher.

7. Special Rules Governing Sub-Publishing. Publisher may desire to use non-member business
partners and/or associates to distribute Offers, fulfill the obligations, and/or exercise the rights under a
particular Program. For the purposes of this section, any of Publishers business partners or associates
that participate in or perform any activities on behalf of Publisher under the Agreement shall be
considered to be a Sub-Publisher. All Sub-Publishers must first independently apply and be accepted
by PeerFly prior to participation. PeerFly reserves the right to reject any and all Sub-Publishers and may
revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet
the same criteria for approval as the Publisher and must comply with all the terms and conditions that
are applicable to Publisher under the Agreement.

8. Relationship among Publisher, Sub-Publisher(s) and PeerFly. Publisher is responsible for and
shall fully and unconditionally indemnify PeerFly for any and all actions of any of its Sub-Publishers,
including the payment of attorneys fees and costs. Each Sub-Publisher shall, for purposes of these
Terms and Conditions, be deemed to be an agent of the Publisher and You are responsible in all respects
for the activities of Your Sub-Publishers. Any breach by Your Sub-Publishers of the Agreement shall be
deemed a breach by You. It is understood and agreed between You and PeerFly that (a) PeerFly is not
and shall not be party to any agreement between You and any Sub-Publisher, (b) You are not authorized
to make any commitments on behalf of PeerFly to any Sub-Publisher, including but not limited to any
payment or other commitment by PeerFly, and (c) no license other than the license set forth in herein
may be extended by You to any Sub-Publisher. Additionally PeerFly may, at its sole discretion, terminate
a Publisher at any time based on the actions of that Publishers Sub-Publisher(s). Once express approval
of a Sub-Publisher has been granted by PeerFly, notices to the Publisher shall be deemed notice to that
Publishers approved Sub-Publisher(s). Publisher agrees that PeerFly is under no obligation to pay a Sub-
Publisher. PeerFly further reserves the right to withhold or refuse payment to any Publisher in the event
that any of its Sub-Publishers breach the Agreement.

9. No Third-Party Beneficiary Status. Nothing in PeerFly's permission to engage Sub-Publishers

may be construed as extending to any Sub-Publisher the status of third-party beneficiary of any
agreement between PeerFly and You, including without limitation these Terms and Conditions.

10. Special Rules and Restrictions Governing Campaigns. By accepting membership in the Service,
You agree to refrain from originating, authorizing or participating in any non-consensual campaigns or
promotions, whether by e-mail, telephone or otherwise, including but not limited to "spamming." E-
mail distribution may only be made to those recipients who have agreed in advance to receive such
transmissions from You (i.e., "opted-in"). Where use of e-mail marketing is authorized by PeerFly, the
following terms shall also apply. Any and all e-mails supplied by Publisher: (a) shall comply with all
applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended
(CAN-SPAM) and any and all Federal Trade Commission implementing regulations; (b) must not infringe,
misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar
intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or
entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer
fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third
party. Publisher shall cause a valid physical postal address for Publisher (and/or the applicable
advertiser) and a functioning unsubscribe link (such unsubscribe link must remain active for at least
thirty (30) days after e-mail delivery) to be present and appear, as required by applicable law. PeerFly
reserves that right to add such address(es) should Publisher fail to include same, but PeerFly is in no way
responsible for including such address(es) where Publisher fails to do so. By accepting membership in
the Service, You further agree that You shall not: (a) display fewer than 3 lines of terms and conditions
text above the fold with 1024 screen resolution and Internet Explorer standard settings (i.e. menu bar,
address bar), even if such text is i-framed within an offer or other website; (b) pre-populate any cell
phone number input fields, even if an end-user filled out a similar form field on a prior page/step; (c)
display price and/or subscription terms at less than 12-point font-size or lower than 125 color contrast;
(d) use any scroll-boxes around terms and conditions, including, without limitation, in a 1024 screen
resolution with standard Internet Explorer/Firefox settings, i.e. displaying terms and conditions text in a
distinct scrolling area (i-frame/frame/auto-resize); (e) engage in any stacked marketing practices, e.g.,
without limitation, multiple ads for premium SMS content back to back with no obvious method to skip
ads, and multiple premium SMS pop-up ads appearing when an end user clicks on a link or attempts to
close a page; (f) bid on or purchase keywords from a search engine service provider that include the
trademark, service mark and/or brand name of any Company product and/or any affiliate or PeerFly
Client, or any derivative of any such trademark, service mark or brand name; (g) deliberately target
customers under 13 years of age (or Florida residents under 18 years of age); and (h) auto spawn of
browsers, automatically redirect visitors, use blind text links, misleading links, or forced clicks; (i) make
any representations, warranties or other statements concerning PeerFly or any of its products or
services on any websites except as expressly authorized herein; (j) create or utilize any websites that
copy or resemble the look and feel of any of PeerFlys websites or create the impression that such
website is endorsed by PeerFly or a wireless carrier without prior written permission from PeerFly; (k)
use, in any way, non-approved websites or web pages, or in such a fashion that may be deceptive to the
visitor; (l) drive traffic using any downloadable applications without the prior written approval of
PeerFly; (m) pre-populate the Cell Phone Number or PIN number field on any sign-up page relating to
a PeerFly product or service; (n) use the term free, or any derivative thereof, to directly or indirectly
market a PeerFly product or service; (o) alter the size of font or font context (i.e. boldface) of any text
associated with an offer for a PeerFly product or service; and (p) imply directly or indirectly that a
PeerFly product or service has been endorsed by a third party entity (i.e. a cell phone carrier or
celebrity) or use the trademark or brand name of any such third party entity to promote the PeerFly
product or service. Any violation of this Section by You or any third-party shall be deemed a material
breach of the Agreement by You, and You shall be fully liable to PeerFly for all losses and damages,
including, without limitation, legal expenses incurred by PeerFly as a result thereof.
11. Publisher E-Mail Lists. All Publisher e-mails sent under the Agreement shall be delivered to
addresses on e-mail lists owned or managed solely by Publisher. Publisher is required and agrees to
maintain at all times during the term of the Agreement, and for a period of three years thereafter,
maintain complete and accurate subscriber sign-up/registration data for every subscriber to Publishers
e-mail list(s). In the event that PeerFly or a PeerFly Client receives a complaint from any recipient of an
Offer transmitted by You, upon our request You will provide us with appropriate records verifying that
recipient's consent to receive e-mail transmissions from You. Publisher agrees that, within twenty-four
(24) hours of PeerFlys request, it shall provide, at a minimum, subscriber sign-up/registration data for
any email address that Publisher sends a publisher e-mail to, including, without limitation, subscriber e-
mail address used to sign-up/register for Publishers e-mail list, subscribers IP address, date and time of
subscribers sign-up/registration for Publishers e-mail list, location of subscribers sign-up/registration,
and Your privacy policy.

12. E-Mail Transmission. You may not use a PeerFly Client's name (including any abbreviation
thereof) in the originating e-mail address line or subject line of any e-mail transmission unless express
permission has been given specifically by PeerFly. Your use of Offers in e-mails and/or websites is
further restricted and governed by the obligations and restrictions set forth in the Agreement.

13. No Misleading Headers. E-mails may not include falsification of header information, false
registrations for e-mail accounts or IP addresses used in connection with e-mail advertisements, and/or
retransmissions of an e-mail advertisement for the purpose of concealing its origin. Publisher and/or
their e-mail delivery providers are prohibited from relaying or retransmitting e-mails from a computer or
computer network that was accessed without authorization.

14. Website Content. Website content, website text, as well as e-mail subject lines may not be false
or misleading such that it would likely mislead a reasonable recipient as to the contents or subject
matter thereof. You may only use approved website content and website text for which you have
documented written approval from PeerFly.

15. Website and E-Mail Advertisements Must Contain Clear Identification. Advertisements and/or
solicitations must identify themselves as such, and do so reasonably, prominently, clearly, and
conspicuously. For example by stating in the message body "This advertisement is brought to you by
(Your Company)." Further, the sender must identify itself as the initiator and sender of the e-mail
including company name, e-mail address, and physical address. Publisher must include in the from line
of each email, a domain name that is registered to the sender, which can be determined by performing
a WHOIS look-up, or the name of the sender or marketer on whose behalf the email was sent.
Specifically, Publisher may not send commercial email that contains both a generic from line and is sent
from a proxy/privately registered domain name.

16. Effective Method of Opting Out. Senders of commercial e-mails covered by CAN-SPAM must
give recipients an effective means of requesting not to receive future e-mail advertisements from You.
You must include Your valid physical postal address. This can be Your current street address, a post
office box You have registered with the U.S. Postal Service, or a private mailbox You have registered with
a commercial mail receiving agency established under Postal Service regulations. Your message must
include a clear and conspicuous explanation of how the recipient can opt-out of getting email from You
in the future and provide the recipient the ability to send a reply message to You via a functional
unsubscribe link that must remain operational for thirty (30) days from the date of the original e-mail
transmission. You must craft the notice in a way that is easy for an ordinary person to recognize, read,
and understand. You must honor opt-out requests promptly. You cannot charge a fee, require the
recipient to give You any personally identifying information beyond an e-mail address, or make the
recipient take any step other than sending a reply e-mail or visiting a single page on an Internet website
as a condition for honoring an opt-out request.

17. Honoring Opt-Out Requests. You must honor a recipients opt-out request within ten (10)
business days from receipt. Once You have been informed that a recipient no longer desires to receive
more messages from You, You cannot sell or transfer their e-mail addresses, even in the form of a
mailing list. The only exception is that You may transfer the addresses to a company You have hired to
help You comply with CAN-SPAM.

18. No Random or Invalid Generation of E-Mail Addresses. You are responsible for knowing the
source of Your traffic. Actions may not be obtained by the use of a program for lead generation and/or
automating offer satisfaction or lead generation. You must have full and verifiable opt-in data for all
recipients in Your database.

19. Audit of Website Traffic. PeerFly reserves the right to audit any website traffic at any time and
for any reason, or no reason at all. Should PeerFly determine, in the exercise of its reasonable business
judgment, that You have employed any device to artificially inflate Actions, Your membership in the
Service and PeerFly Network will be immediately terminated, all unpaid Commissions for all Programs
will be immediately voided, and You will return to PeerFly immediately any Commissions attributable to
all Programs that had been previously paid within five (5) business day of demand.

20. Offers. You may use your login information to access PeerFly Offers. PeerFly Offers, along with
associated Commission schedules and restrictions or conditions specific to each Offer may only be used
for the purposes described herein. Placement of any Offer shall be at Your sole discretion, provided
that, absent our specific written consent, which may be withheld for any reason or no reason at all, no
Offer may be published in violation of these Terms and Conditions and/or the Agreement, as they may
be amended or modified, from time to time.

21. Alteration of Offers. You may not add, subtract or in any way alter, edit, or modify any Offer,
nor may You make any use whatsoever of any Offer other than for the purposes of, and as
contemplated by, this Agreement.

22. Proprietary Rights. Subject to the Agreement and applicable Program terms, PeerFly grants to
Publisher a limited, non-exclusive, revocable, non-transferable (except as may be set forth elsewhere,
herein), royalty free, worldwide license to display on, distribute through, and/or download one or more
Offers for posting on Your website and/or other approved marketing channels, and any and all
associated trademarks, service marks, tradenames and/or copyrighted material (Intellectual Property
Matter) that PeerFly provides to Publisher through the PeerFly Network for the limited purposes of
promoting Programs to end users. Publisher may not remove or alter any copyright or trademark
notices. The Intellectual Property Matter and other matters related to, without limitation, the PeerFly
Network, Programs, Service, Offers and Site are protected under applicable copyright, trademark and
other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of,
without limitation, the PeerFly Network, Programs, Service, Offers and/or Site, other than as expressly
permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to,
without limitation, the PeerFly Network, Programs, Service, Offers, and/or Site. The availability of the
PeerFly Network, Programs, Service, Offers, and Site does not constitute a waiver of any rights related
thereto. No part of the Site may be reproduced in any form or incorporated into any information
retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell,
modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion
thereof. PeerFly reserves any rights not explicitly granted in the Agreement.

23. Compensation and Payment Terms. You understand and agree to be paid the applicable
Commission for each Action verified by PeerFly approximately thirty (30) days after the last day of a
given calendar month, for Commissions realized in that month. Commissions will be payable only for
Offers published by You in accordance with specific Program terms, and only after the Commissions
have been earned. Commissions will not be "earned" until PeerFly receives corresponding payment
from the PeerFly Client. PeerFlys responsibilities do not involve investigating or resolving any claim or
dispute involving You and any PeerFly Client or other third party. It is Your responsibility to advise us
immediately of any change in any of the information furnished by You when You signed up for the
Service. You agree that payment for Commissions will be owed to You from the applicable PeerFly
Client, and that corresponding payments shall be made by PeerFly to You out of the funds actually
collected by PeerFly from the applicable PeerFly Client. PeerFly shall have no payment obligation to
Publisher where the PeerFly Client has not remitted sufficient payments to cover the Commissions
otherwise due and owing Publisher. All Publisher accounts will be paid in U.S. dollars. Every Publisher
account must have a unique, valid taxpayer identification number, valid Social Security Number or other
applicable unique government identification. All payments due hereunder are exclusive of any
applicable taxes, electronic wire transfer fees/costs, electronic funds transfer fees/costs (e.g., PayPal),
pre-paid debit card fees/costs. Publisher shall be responsible for all of the foregoing applicable taxes,
fees, and costs. A PeerFly Client may request that PeerFly, or PeerFly may, on its own initiative, debit
from the Commissions otherwise due and owing Publisher an amount equal to a Commission previously
credited to Publishers account where a return or cancellation has been made with respect to the
applicable product and/or service, there is an instance of a duplicate, fraudulent or incomplete entry or
other similar error with respect to a customer order, there are Actions that do not comply fully with the
terms of the Agreement, including where the applicable non-complying Action is not the result of
Publishers action, omission and/or failure to comply with the terms and conditions of the Agreement,
there is non-receipt of payment from, or refund of payment to, the customer that entered into the
subject Action, or there is any failure on the part of Publisher to comply with the Agreement and/or the
applicable Program terms (collectively referred to as a Chargeback). Chargebacks requested by a
PeerFly Client in accordance with this Section may be applied up to ninety (90) days after the end of the
month in which the applicable Commission was earned. A PeerFly Client may request that the payment
of a Commission be postponed for one (1) payment cycle where PeerFly Client is verifying an Action,
PeerFly Client has a product return policy that allows the underlying purchaser to return the product
during the chargeback period, or the applicable Program terms provide for such a postponement. The
number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by PeerFly,
shall be final and binding on Publisher. You acknowledge and agree that Your receipt of Commission
payments that PeerFly may elect to advance to You prior to those payments having been earned is
conditional and subject to PeerFly's right to demand return of unearned Commissions for any reason, at
PeerFlys sole discretion. PeerFly reserves the right to withhold and/or cancel any and all Commissions
otherwise due and owing to You at any time, in its sole discretion, when PeerFly believes that You
and/or any Sub-Publisher is in breach of any term of these Terms and Conditions.

24. PeerFly Records. PeerFly maintains records of all traffic passing over the Service. PeerFly's
records shall govern all interpretations made under this Agreement, including but not limited to the
calculation of Commissions.

25. Minimum Commission Requirement for Regular Payment. PeerFly shall not be obligated to make
any payment of Commissions to You unless the aggregate amount of earned Commissions equal or
exceed the payment threshold of fifty dollars ($50.00 USD). Any earned but unpaid Commissions shall
carry over to the next regularly scheduled payment period.

26. Suspension of Payment. If PeerFly, in its sole discretion, suspects or determines that You are in
breach of any material term of this Agreement, Your account will be deactivated immediately, with no
notice to You, and You will forfeit all Commissions, pending further investigation. PeerFly reserves sole
judgment in determining the breach of any material term of this Agreement and You agree to be bound
by any and all such determinations. It is the obligation and burden of Publisher to prove to PeerFly that
it has not breached any material term of this Agreement. PeerFly will hold Your Commission-related
payments until You have satisfactorily provided evidence that conclusively demonstrates to PeerFly that
You have not breached any material term of this Agreement. If You are unable to provide PeerFly with
satisfactory and conclusive evidence that You have not breached any material term of this Agreement
within seven (7) days of Your Commissions being so held by PeerFly, then PeerFly reserves the right to
terminate Your Publisher account and cancel payment on the applicable Commissions, at its sole
discretion and without notice or any further obligations to You.

27. PeerFly Publisher Commissions and Referrals of Other Publisher. PeerFly offers Publishers a 5%
Commission on all sales generated through their referred associates through the PeerFly Network. If
Publisher refers another person or entity that becomes a new a publisher for PeerFly, PeerFly shall pay
Publisher a 5% (or the percent specified in an IO) of revenue generated by qualifying traffic for one (1)
year following the referred publishers join date. PeerFly shall determine what revenue qualifies for the
share in its sole and reasonable discretion and may adjust the revenue for any reason, including, without
limitation, amounts not collected, amounts setoff, charged back, or canceled by its customers,
adjustments for discrepancies between tracking systems, and reserves for anticipated adjustments.
Publisher will only earn revenue for new publishers that PeerFly accepts into its network, in their sole
and absolute discretion, and that sign an agreement reasonably similar this Agreement. PeerFly reserve
the right to discontinue its relationship with any publisher at any time in its sole and absolute discretion
and Publishers revenue share of a newly referred publishers stops upon termination of that new
publishers relationship with PeerFly. PeerFly may terminate this referral program at any time, without
notice to Publisher, and without any liability, whatsoever. Termination of this referral program does not
affect other obligations in this Agreement.

28. Inactive Account Fee. If Publishers PeerFly account is completely inactive for a period of twelve
(12) months or longer, and has a balance greater than zero dollars ($0.00 USD), Publisher will incur a
five-dollar ($5.00 USD) account fee on the 1st day after twelve (12) months of inactivity and again on the
1st of every month for each continued month that the Publishers account remains inactive. If
Publishers balance is greater than zero dollars ($0.00 USD) but less than five dollars ($5.00 USD), the
imposed fee will be for the Publishers entire balance. An inactive account is defined as one that has
had no activity; zero logins, zero clicks, zero conversions, zero referrals, zero referral earnings, and zero
payments.

29. Fraud. PeerFly actively monitors traffic, Actions, Commissions, and other Program-related
activities for potential fraud. If PeerFly, in its sole discretion, suspects or determines that Your account
has been used in a fraudulent manner, Your account will be deactivated effective immediately, with no
notice to You, and You will forfeit all Commissions, pending further investigation. By way of example,
where the applicable Action involves the generation of leads, and the applicable leads delivered by You
were are either fraudulently obtained, erroneous, fake, duplicates, or comprised of consumers that have
previously registered for, opted-in to and/or are already members and/or customers of the subject
PeerFly Client, as the case may be. By way of further example, where the subject email recipient
associated with an Action did not opt-in to receiving e-mail marketing from You and/or Your Sub-
Publishers, as applicable. PeerFly reserves sole judgment in determining fraud and You agree to be
bound by any and all such determinations. It is the obligation and burden of Publisher to prove to
PeerFly that it has not engaged in fraud. PeerFly will hold Your Commission-related payments until You
have satisfactorily provided conclusive evidence that demonstrates to PeerFly that You have not
engaged in fraud. If You are unable to provide PeerFly with satisfactory and conclusive evidence that
You have not engaged in fraud within seven (7) days of Your Commissions being so held by PeerFly, then
PeerFly reserves the right to terminate Your Publisher account and cancel payment on the applicable
Commissions, at its sole discretion and without any further notice or obligations to You.

30. Non-Disclosure. Any and all information submitted by end-user customers in connection with a
Program shall be considered proprietary to and owned by PeerFly. Such customer information is
Confidential Information (defined below) of PeerFly and may not be utilized or otherwise disclosed by
You. In addition, You acknowledge that all non-public information, data, and reports made available by
PeerFly hereunder or otherwise as part of the Services are proprietary to and owned by PeerFly. All
proprietary and Confidential Information is protected by copyright, trademark and other intellectual
property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any
proprietary or Confidential Information of PeerFly in any manner. These non-disclosure obligations shall
survive termination or expiration of the Agreement.

31. Confidentiality. Confidential Information means any information disclosed to You by PeerFly,
either directly or indirectly, in writing, verbally, or by inspection of tangible objects, other than
information that You can establish: (a) was publicly known and made generally available in the public
domain prior to the time of disclosure to You by PeerFly; (b) becomes publicly known and made
generally available after disclosure to You by PeerFly other than through Your action or inaction; and/or
(c) is in Your possession, without confidentiality restrictions, at the time of disclosure by PeerFly as
shown by Your files and records prior to the time of disclosure. All information relating to Your
participation in the PeerFly Network and Service, including but not limited to Your log-in identification
number, the identities of any PeerFly Client, PeerFly's Commission rates, Program rates, and pricing
strategies shall be considered Confidential Information. You shall not at any time, without the prior
written consent of PeerFly: (a) disclose, sell, license, transfer or otherwise make available to any person
or entity any Confidential Information; (b) use any Confidential information (other than to confirm the
accuracy of Commission calculations); and/or (c) reproduce or otherwise copy any Confidential
Information, except as necessary in connection with the purpose for which such Confidential
Information is disclosed to You or as required by applicable law. You agree to take all reasonable
measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information. All Confidential Information shall at all times remain PeerFlys personal property and all
documents, electronic media and other tangible items containing or relating to any Confidential
Information shall be delivered to PeerFly immediately upon PeerFlys request.

32. Release of Information. In the event that PeerFly suspects or determines any unlawful acts
and/or that a violation of this Agreement or any information pertaining thereto has been, will be, or is
presently being committed, PeerFly reserves the right to release any current or past information
including, but not limited to, this Agreement, You, Your use of, without limitation, the PeerFly Network
and Service, Commissions, Offers, Programs, or Your Sub-Publishers. PeerFly further reserves the right
to release any current or past information, as outlined above, if the information is subpoenaed, if
PeerFly is sold or acquired, or when PeerFly deems it necessary or appropriate. You hereby consent to
disclosure of any record or communication to any third-party should PeerFly, in its sole discretion,
determine such disclosure to be appropriate and/or necessary.

33. Ownership and Proprietary Nature of Data and Reports. All data, including but not limited to
campaign results, user data, statistical information, traffic analysis or other data produced or provided
by You, shall be deemed to be the property of PeerFly.

34. Privacy Policy and Use of Sensitive Data. PeerFly currently uses and plans to continue to use
some or all of the data collected through the operation of the Service in an aggregate manner (i.e.
information aggregated into demographic data and not personally identifiable). All comments,
feedback, information, or materials that You submit through or in association with the Site, is subject to
and governed by PeerFly's Privacy Policy, as posted on PeerFly's website and as modified from time to
time. We reserve the right to use all information regarding Your use of, without limitation, the PeerFly
Network, Programs, Service, Offers and/or Site, and any and all other personally identifiable information
provided by You, in accordance with the terms of our Privacy Policy.

35. Covenants of PeerFly. PeerFly covenants and agrees to use its commercially reasonable best
efforts: (a) to provide, monitor and maintain the necessary technology applications required to link You
to PeerFly Client websites; (b) to provide You with Offers in appropriate format; and (c) to provide
changes to Offers or cancellations as quickly as is commercially feasible in advance of requested change
date or time.

36. Your Covenants. You covenant and agree to use Your commercially reasonable best efforts: (a)
to continue to operate and maintain Your distribution channels in a manner consistent with the intent
and purpose of this Agreement; (b) to place Offers in Your distribution channels in accordance with this
Agreement; (c) to respond to any change notice and/or communication within one (1) business day from
PeerFly's transmission of such change notice and/or communication to You; and (d) to maintain Your
traffic in a manner that conforms with best practices of opt-in solicitation and privacy policies. You
further agree to advise us immediately of any changes to any of the information You provided to
PeerFly.

37. Limited Promotional License. You hereby grant PeerFly a limited, non-exclusive, revocable,
worldwide license for the term of this Agreement to use, reproduce and distribute Your company name
and logo for use in our promotional materials.
38. Non-Circumvent. You shall not, during the term of this Agreement and for six (6) months
thereafter, implement any CPA/CPM/CPC/CPL agreements with any PeerFly Client with whom You did
not have a previously existing CPA/CPM/CPC/ CPL agreement. In the event that You do so directly
contract with such a party, You shall pay PeerFly an additional commission equal to what PeerFly would
otherwise have earned had You not violated this Section.

39. Term and Termination. This Agreement shall commence upon execution of the relevant
Insertion Order and remain in effect until terminated as set forth herein. This Agreement may be
terminated by PeerFly at any time, for any reason, or for no reason at all. You may terminate this
Agreement as set forth in the applicable Insertion Order. If no applicable notice period is specific, You
may terminate this Agreement upon twenty-four (24) hours prior written notice. To the extent
applicable and/or required, termination may be effected by delivery to the non-terminating Party of
appropriate notice, delivered via e-mail, fax or other means of public communication, and will be
effective immediately upon Your receipt of such notice , or three (3) business days following the sending
of notice, whichever is earlier. In addition, PeerFly reserves the right, in its sole and absolute discretion,
to terminate a Program at any time for any reason, upon notice to You. PeerFly also reserves the right
to terminate Your access to the Site, Service, and/or PeerFly Network at any time with or without notice
to You. As set forth in this Section, as well as in Section 32, any and all information that You may
provide to PeerFly during the course of your participation in the PeerFly Service shall at all times remain
the sole and exclusive property of PeerFly. The representations, warranties and obligations contained
within this Section and the Agreement itself shall remain in full force and effect after termination of the
Agreement.

40. Responsibilities Following Termination. Immediately upon termination, You will remove any and
all Offers, Program information, PeerFly code, and/or or other intellectual property made available to
Publisher in connection with its performance under the Agreement from any website(s) owned or
operated by You, and/or suspend any and all campaigns, including, but not limited to, e-mail campaigns
that have not already been sent.

41. Representations and Warranties. Publisher and PeerFly hereby acknowledge and agree that
Publisher is solely responsible for the method by which the Offers are disseminated. You represent and
warrant that Your Publisher website contains distinct and legitimate content, substance and material,
Your Publisher website is fully functional at all times and at all levels, and Your Publisher website
features, at a minimum, a privacy policy linked conspicuously from such Publisher websites home page,
with a link that contains explicit language indicating its presence. You are obligated to fully comply with
the privacy policy posted on the Publisher website at all times. You shall notify PeerFly in writing at least
three (3) business days in advance of any changes to any applicable privacy policy and shall provide
PeerFly with a revised copy of the affected privacy policy prior to the date that the changes take effect.
Your further represent and warrant that You will not, nor knowingly permit any person to, inflate the
amount of Actions through any deceptive or misleading practice, method or technology including, but
not limited to, the use of any spyware, device, program, robot, hidden frames, redirects, spiders,
computer script or other automated, artificial or fraudulent methods designed to appear like an
individual, real live person performing and/or completing an Action, and that You will not use, nor
knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to
any Publisher website or PeerFly Client website including, but not limited to, purchasing keywords from
a search engine service provider that include the trademark, service mark and/or brand name, or any
derivative of any such trademark, service mark or brand name. You further represent and warrant that
You will not redirect traffic to a website other than the website specifically listed by the applicable
PeerFly Client. You further represent and warrant that the content of Your Publisher website and,
without limitation, Publisher e-mails do not promote, advocate, facilitate or otherwise include any of
the following: (a) hate speech or material that discriminates on the basis of race, ethnicity, gender, age,
disability, religion or sexual orientation; (b) Investment, money-making opportunities or advice not
permitted under law; (c) violence or profanity; (d) pornographic, obscene, sexually explicit or related
content; (d) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others;
(e) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses
or any confidential information of any third person; (f) material that impersonates any person or entity;
(g) any indication that any statements You make are endorsed by PeerFly and/or a PeerFly Client,
without PeerFlys and/or PeerFly Clients specific prior written consent; (h) promotion of illegal
substances or activities; (i); content which is inappropriate or harmful to children; (j) promotion of
terrorism or terrorist-related activities, sedition or similar activities; (k) software pirating; (l) malicious
hacking; (m) any material that contains software viruses or any other computer code, files or programs
designed to interrupt, destroy or limit the functionality of any computer software or hardware or
telecommunications equipment; (m) any software, product or service that is illegal or that violates the
rights of a third party including, but not limited to, spyware, adware, programs designed to send
unsolicited advertisements (i.e. spamware), services that send unsolicited advertisements, programs
designed to initiate denial of service attacks, mail bomb programs and programs designed to gain
unauthorized access to networks on the Internet; (n) any software, product or service that harvests or
collects the personal information of Internet users, whether or not for commercial purposes, without
the express consent of such users; (o) any spoofing, redirecting or trafficking from other websites in an
effort to gain traffic; (p) any content that infringes upon the intellectual property rights of any third
party or any other right including, without limitation, false advertising, unfair competition, invasion of
rights of publicity or privacy; (q) gambling, contests, lotteries, raffles, or sweepstakes; (r) any material
that violates, without limitation, CAN-SPAM or the FTC Act; or (s) any illegal activity whatsoever
(including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or
federal law or the laws of any other jurisdiction in which You operate).

42. Limitation of Liability and Disclaimer of Warranty. ANY OBLIGATION OR LIABILITY OF PEERFLY
UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR COMMISSIONS PAID TO YOU BY
PEERFLY UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR
PROCEEDING SHALL BE BROUGHT AGAINST PEERFLY MORE THAN ONE YEAR AFTER THE TERMINATION
OF THIS AGREEMENT. YOU AGREE THAT PEERFLY SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY
(INCLUDING, BUT NOT LIMITED TO, A CLAIM BY ANOTHER PUBLISHER OR A PEERFLY CLIENT), FOR ANY
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR
OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. PUBLISHER
RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE
SITE, PROGRAMS, PEERFLY CLIENTS UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES
ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS AND ALL WARRANTIES, EXPRESS AND
IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A
PARTICULAR PURPOSE). THE SITE, PROGRAMS AND/OR PEERFLY CLIENTS UNDERLYING PRODUCTS AND
SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PEERFLY HAS NO
LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHERS USE OF, OR INABILITY
TO USE, THE SITE, PROGRAMS AND/OR PEERFLY CLIENTS UNDERLYING PRODUCTS OR SERVICES AND
PEERFLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHERS USE OF
SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE
TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT
OF THE BASIS OF THE BARGAIN BETWEEN PEERFLY AND PUBLISHER. THE SITE, PROGRAMS AND/OR
PEERFLY CLIENTS UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER
WITHOUT SUCH LIMITATIONS. PEERFLY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO
ANY RESULTS OBTAINABLE THROUGH THE SITE AND/OR PROGRAMS. NO ADVICE OR INFORMATION,
WHETHER VERBAL OR WRITTEN, OBTAINED BY PUBLISHER FROM PEERFLY AND/OR ANY PEERFLY CLIENT
BY AND THROUGH THE SITE AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION
AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, PEERFLYS LIABILITY IN SUCH
JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

43. Indemnity. You shall indemnify, defend and hold PeerFly, PeerFly Clients and each of their
respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents
and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses
(including reasonable attorneys' fees) arising out of or related to, without limitation: (a) You and/or Your
Sub-Publishers improper use of the Site, PeerFly Network, Programs, and/or the Service; (b) any third
party claim related to You and/or Your Sub-Publishers website, e-mails and/or marketing practices; (c)
any third party allegation or claim against PeerFly and/or PeerFly Clients relating to a violation of any
and all state and federal laws or the laws of You and/or Your Sub-Publishers jurisdiction; (d) any
content, goods or services offered, sold or otherwise made available by You and/or Your Sub-Publisher
on or through the Publisher and/or Sub-Publishers website, e-mails, other marketing channels or
otherwise; (e) breach and/or violation of the Agreement and/or any representation or warranty
contained herein; and/or (f) You and/or Your Sub-Publishers use of the Site, PeerFly Network,
Programs, and/or the Service, in any manner whatsoever.

44. Jurisdiction and Venue. The Agreement shall be treated as though it were executed and
performed in Alachua County, Florida and shall be governed by and construed in accordance with the
laws of the State of Florida without giving effect to any choice of law or conflict of laws rules or
provisions. Any legal claims arising out of or relating to the Agreement must be brought in the state and
city courts of the State of Florida, Alachua County, and the federal courts situated in the United States
District Court for the Northern District of Florida, Gainesville Division. Should a dispute arise concerning
the terms and conditions of the Agreement or the breach of same by any Party hereto, the Parties agree
to submit their dispute for resolution by binding arbitration before the American Arbitration Association
in Alachua County, Florida, in accordance with the then current Commercial Arbitration Rules of the
American Arbitration Association. Any award rendered shall be final and conclusive to the Parties and a
judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be
construed to preclude PeerFly from seeking injunctive relief in order to protect its rights pending an
outcome in arbitration. Nothing contained in the Agreement shall be construed to limit any legal
remedies available to PeerFly. PeerFly may, in its sole discretion, elect to file an action in any court of
competent jurisdiction in the state and city courts of the State of Florida, Alachua County, and the
federal courts situated in the United States District Court for the Northern District of Florida, Gainesville
Division., in lieu of and despite the alternative dispute resolution provision above. PeerFly shall be
entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or
proceeding in connection to, arising out of, or under the Agreement. To the extent permitted by law,
You agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or
controversy that You may have against PeerFly and its employees, officers, directors, members,
representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to
remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that
PeerFly incurs in seeking such relief. This provision preventing You from bringing, joining or participating
in class action lawsuits does not constitute a waiver of any of Your rights and remedies to pursue a claim
individually and not as a class action in binding arbitration as provided above. This provision preventing
You from bringing, joining or participating in class action lawsuits is an independent agreement.

45. Severability and Non-Waiver. If any provision of the Agreement is held to be invalid, illegal or
unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other
provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein. No waiver of any breach of any provision of
the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or
any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an
authorized representative of the waiving Party.

46. Integration. The Agreement is personal between You and PeerFly and governs Your use of the
Site, Service, and/or the PeerFly Network, superseding any and all prior and/or contemporaneous
agreements between You and PeerFly. Subject to any past or future publication of any updated
Agreement, including any updated terms and conditions, Your account information, including
information provided during the application process, represents the complete and entire expression of
the agreement between You and PeerFly, and shall supersede any and all other agreements, whether
written or verbal, between the Parties. To the extent that anything in or associated with the Site,
Service, and/or the PeerFly Network offering is in conflict or inconsistent with the Agreement, the
Agreement shall take precedence. Other than as set forth herein, the Agreement may be amended only
by a written agreement executed by an authorized representative of each Party. To the extent that
anything in or associated with the PeerFly Site, Service, and/or the PeerFly Network is in conflict or
inconsistent with the Agreement, the Agreement shall take precedence.

47. Assignment. PeerFly may assign or transfer its rights to the Agreement, or any portion thereof,
at its sole discretion and without restriction. You may not assign, transfer or delegate any of Your rights
under the Agreement except with prior written consent of PeerFly, which may be withheld for any
reason, and any attempts to do so shall be null and void. Further, any such attempts may result in
PeerFly, at its sole discretion, immediately terminating the Agreement and/or Your participation in any
Program, without any liability to PeerFly. The Agreement will be binding on, inure to the benefit of and
be enforceable against, the Parties successors and assigns.

48. Force Majeure. Neither You or PeerFly shall be liable to the other by reason of failure or delay
in the performance of its obligations hereunder on account of telecommunications, Internet or network
failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental
action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the
reasonable control of such Party.

49. Relationship. The Parties are non-exclusive independent contractors and not partners, joint
venturers, or employees of the other. Neither Party shall have the right to bind the other or to incur any
obligation on the other Partys behalf.

50. Notices. Unless otherwise specified herein, any notice, communication or statement relating to
this Agreement, including the Terms and Conditions, shall be in writing and deemed effective
immediately: (a) upon delivery when delivered in person; (b) upon Your receipt of such notice when
delivered via e-mail, facsimile transmission or other means of public communication; (c) upon Your
receipt of such notice when delivered by registered or certified mail, postage prepaid, return receipt
requested or by nationally recognized overnight courier service to the address of the respective Party;
(d) or three (3) business days following the sending of notice, whichever is earlier. All written notices
shall be sent to the address submitted by You when You signed up for the Service and, if to PeerFly, to
the address listed in the Contact Us section of the Site.

51. Survival. Any and all provisions hereof which by their nature are intended to survive the
termination of Your participation in PeerFlys Programs and/or this Agreement, shall survive any such
termination.

52. Corporate Authority; Non-Breach. Each Party represents and warrants to the other that: (a)
such Party has all necessary right, power and authority to agree to this Agreement and to perform its
obligations hereunder; (b) nothing contained in this Agreement or required by such Party's performance
hereunder will place such Party in breach of any other contract or agreement to which it is bound or
violate any applicable law, including obscenity, privacy and defamation laws; and (c) the performance of
either Party's obligations under this Agreement shall not infringe or violate upon the intellectual
property or privacy rights of any third party.

53. Miscellaneous. You may not use any device, software or routine to interfere or attempt to
interfere with the proper working of the Site. You may not take any action that imposes an
unreasonable or disproportionately large load on the PeerFly infrastructure. You agree that any
unauthorized and/or unlawful use of the Site, Service, Offers, and/or Programs would result in
irreparable injury to PeerFly for which monetary damages would be inadequate. In such event, PeerFly
shall have the right, in addition to other remedies available to it pursuant to the Agreement, to
immediate injunctive relief against You without the need to post a bond.

54. Electronic Signatures. You acknowledge and agree that by clicking on the button labeled I
Agree or such similar links as may be designated by PeerFly to accept this Agreement, You are
submitting a legally binding electronic signature and are entering into a legally binding contract. You
acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this
Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including
without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L.
106-229 (the E-Sign Act) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR
SERVICES OFFERED BY PEERFLY. Further, You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or the granting of credits by
other than electronic means.